Common use of Global Debentures or Book Based Only Debentures Clause in Contracts

Global Debentures or Book Based Only Debentures. (a) With respect to each series of Debentures issuable in whole or in part as one or more Global Debentures or as Book Based Only Debentures, the Corporation shall cause to be kept by and at the principal offices of the Trustee in the City of Vancouver or the City of Toronto, Ontario and by the Trustee or such other registrar as the Corporation, with the approval of the Trustee, may appoint at such other place or places, if any, as the Corporation may designate with the approval of the Trustee, a register in which shall be entered the name and address of the holder of each such Global Debenture or Book Based Only Debenture (being the Depository, or its nominee, for such Global Debenture or Book Based Only Debenture) as holder thereof and particulars of the Global Debenture or Book Based Only Debenture held by it, and of all transfers thereof. If any Debentures of such series are at any time not Global Debentures or Book Based Only Debentures, the provisions of Section 3.1 shall govern with respect to registrations and transfers of such Debentures. (b) Notwithstanding any other provision of this Indenture, a Global Debenture or Book Based Only Debenture may not be transferred by the registered holder thereof and accordingly, no definitive certificates shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures: (i) Global Debentures or Book Based Only Debentures may be transferred by a Depository to a nominee of such Depository or by a nominee of a Depository to such Depository or to another nominee of such Depository or by a Depository or its nominee to a successor Depository or its nominee; (ii) Global Debentures or Book Based Only Debentures may be transferred at any time after (i) the Depository for such Global Debentures or Book Based Only Debentures, as the case may be, or the Corporation has notified the Trustee that the Depository is unwilling or unable to continue as Depository for such Global Debentures or Book Based Only Debentures, or (ii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a Depository under Section 2.6, provided in each case that at the time of such transfer the Trustee and the Corporation are unable to locate a qualified successor Depository for such Global Debentures or Book Based Only Debentures; (iii) Global Debentures or Book Based Only Debentures may be transferred at any time after the Corporation has determined, in its sole discretion, with the consent of the Trustee to terminate the book-entry only registration system or book based entry, as the case may be, in respect of such Global Debentures or Book Based Only Debentures and has communicated such determination to the Trustee in writing; (iv) Global Debentures or Book Based Only Debentures 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 Debentures of the series issued as a Global Debenture or Book Based Only Debentures, as the case may be, provided that Beneficial Holders of the Debentures representing, in the aggregate, more than 25% of the aggregate principal amount of the Debentures of such series advise the Depository in writing, through the Depository Participants, that the continuation of the book-entry only registration system or book based entry, as applicable, for such series of Debentures is no longer in their best interest and also provided that at the time of such transfer the Trustee has not waived the Event of Default pursuant to Section 11.3; (v) Global Debentures or Book Based Only Debentures may be transferred if required by Applicable Law; or (vi) Global Debentures or Book Based Only Debentures may be transferred if the book-entry only registration system or book based entry, as applicable, ceases to exist. (c) With respect to the Global Debentures or Book Based Only Debentures, unless and until definitive certificates have been issued to Beneficial Holders of the Debentures pursuant to subsection 3.2(b): (i) the Corporation and the Trustee may deal with the Depository for all purposes (including paying interest on the Debentures) as the sole holder of such series of Debentures and the authorized representative of the Beneficial Holders; (ii) the rights of the Beneficial Holders shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Holders and the Depository or the Depository Participants; (iii) the Depository will make book-entry or book based, as applicable, transfers among the Depository Participants; and (iv) whenever this Indenture requires or permits actions to be taken based upon instruction or directions of Debentureholders evidencing a specified percentage of the outstanding Debentures, the Depository shall be deemed to be counted in that percentage only to the extent that it has received instructions to such effect from the Beneficial Holders or the Depository Participants, and has delivered such instructions to the Trustee. (d) Whenever a notice or other communication is required to be provided to Debentureholders, unless and until definitive certificate(s) have been issued to Beneficial Holders pursuant to Section 3.2(b), the Trustee shall provide all such notices and communications to the Depository for forwarding by the Depository to such Beneficial Holders in accordance with Applicable Securities Legislation. Upon the termination of the book-entry only registration system or book based entry, as applicable, on the occurrence of one of the conditions specified in Section 3.2(b) with respect to a series of Debentures issued hereunder, the Trustee shall notify all applicable Depository Participants and Beneficial Holders, through the Depository, of the availability of definitive Debenture certificates. Upon surrender by the Depository of the certificate(s) representing the Global Debentures, if applicable, and receipt of new registration instructions from the Depository, the Trustee shall deliver the definitive Debenture certificates for such Debentures to the holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Debentures will be governed by Section 3.1 and the remaining Sections of this Article 3. (e) Notwithstanding any other provisions of this Indenture or the Debentures, transfers and exchanges of Debentures and beneficial interests in Global Debentures registered and deposited with CDS between Participants and Beneficial Holders shall occur in accordance with the rules and procedures of CDS. (f) Notwithstanding any provisions made in this Indenture for the issuance, certification and authentication of Debentures in physical form as Additional Debentures or Global Debentures, the Debentures issued under the terms of this Indenture may also be issued to the Depository in book based only form, non-certificated and appearing on the register of the Trustee as a book based entry. It is the responsibility of the Corporation to make the necessary arrangements with its broker or brokers to obtain, in a timely manner, the necessary instant deposit request identification number to facilitate the issuance of non-certificated Book Based Only Debentures. In the establishment and maintenance of a non-certificated Book Based Only Debenture issue, the Trustee shall maintain such a record on its register for Debentures in book based form only. Transfers of Debentures appearing on the register of the Depository shall otherwise occur as provided for in this Indenture. The parties hereto further recognize that, notwithstanding the issuance of Book Based Only Debentures, conversions of Debentures shall occur as contemplated by the terms of this Indenture and in accordance with the rules and procedures of the Depository, including with respect to a Book Based Only Debenture, registration and surrender of interests in the Debentures will be made only through the Depository’s non-certificated system, and Trustee is permitted to employ whatever reasonable means it may from time to time require for (but subject to the terms and conditions hereof) the conversion of such Debentures appearing on the register for Debentures in book based only form by making whatever arrangements with the Depository are deemed necessary by it and the Depository. At the time of the execution of this Indenture, no declarations or other paper certificates or documentation will be required in order to effect conversions of Debentures held by Persons in the United States. If at any time subsequent to the initial issuance of Debentures it is determined by the Depository, the Trustee, the Corporation or legal counsel that physical declarations or other paper documentation are required for conversions by such Persons in the United States, the Depository, Trustee or Corporation shall request such necessary documentation, which may include legal opinion in form satisfactory to the Trustee and the Corporation, and Corporation shall provide written approval of all such conversion requests by Persons in the United States and confirm any legending requirements as required. The parties hereto and the Debentureholders acknowledge that the Trustee or the Depository may require the Debentures held by such Persons converting their Debentures to be certificated rather than held in book based form. The Trustee shall rely on the representation made on Conversion Form regarding the above exceptions for Persons in the United States or representation in Section 4.3(a) regarding electronic conversions with the Depository without further investigation. The Trustee shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of legends that may be required on the Debentures or the Shares as directed by the Corporation.

Global Debentures or Book Based Only Debentures. (a1) With respect to each series of Debentures issuable in whole or in part as one or more Global Debentures or and/or as Book Based Only Debentures, the Corporation shall cause to be kept by and at the principal offices of the Trustee in the City of Vancouver or the City of TorontoVancouver, Ontario British Columbia and by the Trustee or such other registrar as the Corporation, with the approval of the Trustee, may appoint at such other place or places, if any, as the Corporation may designate with the approval of the Trustee, a register in which shall be entered the name and address of the holder of each such Global Debenture or and/or Book Based Only Debenture (being the Depository, or its nominee, for such Global Debenture or Book Based Only Debenture) as holder thereof and particulars of the Global Debenture or and/or Book Based Only Debenture held by it, and of all transfers thereof. If any Debentures of such series are at any time not Global Debentures or Book Based Only Debentures, the provisions of Section 3.1 3.2 shall govern with respect to registrations and transfers of such Debentures. (b2) Notwithstanding any other provision of this Indenture, a Global Debenture or Book Based Only Debenture may not be transferred by the registered holder thereof and accordingly, no definitive certificates shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures: (ia) Global Debentures or Book Based Only Debentures may be transferred by a Depository to a nominee of such Depository or by a nominee of a Depository to such Depository or to another nominee of such Depository or by a Depository or its nominee to a successor Depository or its nominee; (iib) Global Debentures or Book Based Only Debentures may be transferred at any time after (i) the Depository for such Global Debentures or Book Based Only Debentures, as the case may be, or the Corporation has notified the Trustee that the Depository is unwilling or unable to continue as Depository for such Global Debentures or Book Based Only Debentures, or (ii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a Depository under Section 2.62.1(2), provided in each case that at the time of such transfer the Trustee and the Corporation are unable to locate a qualified successor Depository for such Global Debentures or Book Based Only Debentures; (iiic) Global Debentures or Book Based Only Debentures may be transferred at any time after the Corporation has determined, in its sole discretion, with the consent of the Trustee to terminate the book-entry only registration system or book based entry, as the case may be, in respect of such Global Debentures or Book Based Only Debentures and has communicated such determination to the Trustee in writing; (ivd) Global Debentures or Book Based Only Debentures may be transferred at any time after the Trustee has determined been notified that an Event of Default has occurred and is continuing with respect to the Debentures of the series issued as a Global Debenture or Book Based Only Debentures, as the case may be, provided that Beneficial Holders of the Debentures representing, in the aggregate, more than 25% of the aggregate principal amount of the Debentures of such series advise the Depository in writing, through the Depository Participants, that the continuation of the book-entry only registration system or book based entry, as applicable, for such series of Debentures is no longer in their best interest and also provided that at the time of such transfer the Trustee has Debentureholders have not waived the Event of Default pursuant to Section 11.39.3; (ve) Global Debentures or Book Based Only Debentures may be transferred if required by Applicable Lawapplicable law; or (vif) Global Debentures or Book Based Only Debentures may be transferred if the book-entry only registration system or book based entry, as applicable, ceases to exist. (c3) With respect to the Global Debentures or Book Based Only Debentures, unless and until definitive certificates have been issued to Beneficial Holders of the Debentures pursuant to subsection 3.2(bSection 3.1(2): (ia) the Corporation and the Trustee may deal with the Depository for all purposes (including paying interest on the Debentures) as the sole holder of such series of Debentures and the authorized representative of the Beneficial Holders; (iib) the rights of the Beneficial Holders of the Debentures shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Holders and the Depository or the Depository Participants; (iiic) the Depository will make book-entry or book based, as applicable, transfers among the Depository Participants; and (ivd) whenever this Indenture requires or permits actions to be taken based upon instruction instructions or directions of Debentureholders evidencing a specified percentage of the outstanding Debentures, the Depository shall be deemed to be counted in that percentage only to the extent that it has received instructions to such effect from the Beneficial Holders of the Debentures or the Depository Participants, and has delivered such instructions to the Trustee. (d4) Whenever a notice or other communication is required to be provided to Debentureholders, unless and until definitive certificate(s) have been issued to Beneficial Holders of the Debentures pursuant to this Section 3.2(b)3.1, the Trustee shall provide all such notices and communications to the Depository for forwarding by the Depository to such Beneficial Holders in accordance with Applicable Securities Legislation. Upon the termination of the book-entry only registration system or book based entry, as applicable, on the occurrence of one of the conditions specified in Section 3.2(b3.1(2) with respect to a series of Debentures issued hereunder, the Trustee shall notify all applicable Depository Participants and Beneficial Holders, through the Depository, of the availability of definitive Debenture certificatesCertificates. Upon surrender by the Depository of the certificate(s) representing the Global Debentures, if applicable, Debentures and receipt of new registration instructions from the Depository, the Trustee shall deliver the definitive Debenture certificates Certificates for such Debentures to the holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Debentures will be governed by Section 3.1 3.2 and the remaining Sections of this Article 3, as applicable. (e5) Notwithstanding any other provisions of this Indenture or the Debentures, transfers and exchanges of Debentures and beneficial interests in Global Debentures registered and deposited with CDS between Participants and Beneficial Holders shall occur be made in accordance with the applicable rules and procedures guidelines of CDSthe Securities Transfer Association of Canada. (f6) Notwithstanding any provisions made in this Indenture for the issuance, certification and authentication of Debentures in physical form as Additional Debentures or Global Debentures, the Debentures issued under the terms of this Indenture may also be issued to the Depository in book based only form, non-certificated and appearing on the register of the Trustee as a book based entry. In the absence of any physical securities being created for certification by the Corporation and authentication by the Trustee both at the initial issuance of the Debentures and at the time of any subsequent additional issuance of Debentures pursuant to the terms of a supplemental indenture, confirmation of the due issuance and validity of any Debentures shall be based upon the comparison of the Debentures in quantity and description appearing under the relevant broker’s instant deposit request identification number to the quantity and description of Debentures as detailed in the Written Direction of the Corporation addressed to the Trustee and to the broker upon whose posting of the Book Based Only Debentures to the book entry records of the Depository on a non-certificated basis on which both the Corporation and the Trustee shall depend. It is the responsibility of the Corporation to make the necessary arrangements with its broker or brokers to obtain, in a timely manner, the necessary instant deposit request identification number to facilitate the issuance of non-certificated Book Based Only Debentures. . (7) In the establishment and maintenance of a non-certificated Book Based Only Debenture issue, the Trustee shall maintain such a record on its register for Debentures in book based form only. Transfers of Debentures appearing on the register of the Depository shall otherwise occur as provided for in this Indenture. The parties hereto further recognize that, notwithstanding the issuance of Book Based Only Debentures, conversions of Debentures shall occur as contemplated by the terms of this Indenture and in accordance with but the rules and procedures of the Depository, including with respect to a Book Based Only Debenture, registration and surrender of interests in the Debentures will be made only through the Depository’s non-certificated system, and Trustee is permitted to employ whatever reasonable means it may from time to time require for in order to guarantee the unhindered (but subject to the terms and conditions hereof) the conversion of such Debentures appearing on the register for Debentures in book based only form by making whatever arrangements with the Depository are deemed necessary by it and with the Depository. At the time of the execution of this Indenture, no declarations or other paper certificates or documentation will be required in order to effect conversions of Debentures held by Persons in the United States. If at any time subsequent to the initial issuance of Debentures it is determined by the Depository, the Trustee, the Corporation or legal counsel that physical declarations or other paper documentation are required for conversions by such Persons in the United States, the Depository, Trustee or Corporation shall request such necessary documentation, which may include legal opinion in form satisfactory to the Trustee and the Corporation, and Corporation shall provide written approval of all such conversion requests by Persons in the United States and confirm any legending requirements as required. The parties hereto and the Debentureholders acknowledge that the Trustee or the Depository may require the Debentures held by such Persons converting their Debentures to be certificated rather than held in book based form. The Trustee shall rely on the representation made on Conversion Form regarding the above exceptions for Persons in the United States or representation in Section 4.3(a) regarding electronic conversions with the Depository without further investigation. The Trustee shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of legends that may be required on the Debentures or the Shares as directed by the Corporation.

Global Debentures or Book Based Only Debentures. (a) With respect to each series of Debentures issuable in whole or in part as one or more Global Debentures or as Book Book-Based Only Debentures, the Corporation shall REIT will cause to be kept by and at the principal offices of the Debenture Trustee in the City of Vancouver or the City of TorontoVancouver, Ontario British Columbia and by the Debenture Trustee or such other registrar as the CorporationREIT, with the approval of the Debenture Trustee, may appoint at such other place or places, if any, as the Corporation REIT may designate with the approval of the Debenture Trustee, a register in which shall will be entered the name and address of the holder of each such Global Debenture or Book Book-Based Only Debenture (being the DepositoryDepositary, or its nominee, for such Global Debenture or Book Book-Based Only Debenture) as holder thereof and particulars of the Global Debenture or Book Book-Based Only Debenture held by it, and of all transfers thereof. If any Debentures of such series are at any time not Global Debentures or Book Book-Based Only Debentures, the provisions of Section 3.1 shall will govern with respect to registrations and transfers of such Debentures. (b) Beneficial interests in a Global Debenture or Book-Based Only Debenture will not be shown on the register or records maintained by the Debenture Trustee, but will be represented through book-entry accounts of participants on behalf of the beneficial owners of such Global Debenture or Book-Based Only Debenture. None of the REIT, the Debenture Trustee or any other paying agent will have the responsibility or liability for any aspects of the records relating to or payments made by any Depositary or any participant on account of the beneficial interest in any Global Debenture or Book-Based Only Debenture. (c) Notwithstanding any other provision of this Indenture, a Global Debenture or Book Book-Based Only Debenture may not be transferred by the registered holder thereof and and, accordingly, no definitive certificates shall will be issued to Beneficial Holders except in the following circumstances or as otherwise specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures: (i) Global Debentures or Book Book-Based Only Debentures may be transferred by a Depository Depositary to a nominee of such Depository Depositary or by a nominee of a Depository Depositary to such Depository Depositary or to another nominee of such Depository Depositary or by a Depository Depositary or its nominee to a successor Depository Depositary or its nominee; (ii) Global Debentures or Book Book-Based Only Debentures may be transferred at any time after after: (iA) the Depository Depositary for such Global Debentures or Book Book- Based Only Debentures, as the case may be, or the Corporation Debentures has notified the Debenture Trustee that the Depository Depositary is unwilling or unable to continue as Depository Depositary for such Global Debentures or Book Book-Based Only Debentures, ; or (iiB) the Depository ceases to be a clearing agency or otherwise Depositary ceases to be eligible to be a Depository Depositary under Section 2.6Subsection 2.6(b), provided in each case that at the time of such transfer the Trustee and the Corporation are unable to locate REIT has not appointed a qualified successor Depository Depositary for such Global Debentures or Book Book-Based Only Debentures; (iii) Global Debentures or Book Book-Based Only Debentures may be transferred at any time after the Corporation REIT has determined, in its sole discretion, with the consent of the Trustee discretion to terminate the book-entry only registration system or book based entry, as the case may be, in respect of such Global Debentures or Book Book-Based Only Debentures and has communicated such determination to the Debenture Trustee in writing; (iv) Global Debentures or Book Book-Based Only Debentures may be transferred at any time after the Debenture Trustee has determined that an Event of Default has occurred and is continuing with respect to the Debentures of the series issued as a Global Debenture or Book Book-Based Only Debentures, as the case may be, provided that Beneficial Holders of the Debentures representing, in the aggregate, more than 25% of the aggregate principal amount of the Debentures of such series advise the Depository Depositary in writing, through the Depository Depositary Participants, that the continuation of the book-entry only registration system or book based entry, as applicable, for such series of Debentures is no longer in their best interest and also provided that at the time of such transfer the Debenture Trustee has not waived the Event of Default pursuant to Section 11.38.3; (v) Global Debentures or Book Book-Based Only Debentures may be transferred if required by Applicable Lawapplicable law; or (vi) Global Debentures or Book Book-Based Only Debentures may be transferred if the book-entry only registration system or book based entry, as applicable, ceases to exist. (cd) With respect to the Global Debentures or Book Book-Based Only Debentures, unless and until definitive certificates have been issued to Beneficial Holders of the Debentures pursuant to subsection 3.2(bSubsection 3.2(c): (i) the Corporation REIT and the Debenture Trustee may deal with the Depository Depositary for all purposes (including paying interest on the Debentures) as the sole holder of such series of Debentures and the authorized representative of the Beneficial Holders; (ii) the rights of the Beneficial Holders shall will be exercised only through the Depository Depositary and shall will be limited to those established by law and agreements between such Beneficial Holders and the Depository Depositary or the Depository Depositary Participants; (iii) the Depository Depositary will make book-entry or book based, as applicable, transfers among the Depository Depositary Participants; and (iv) whenever this Indenture requires or permits actions to be taken based upon instruction instructions or directions of Debentureholders evidencing a specified percentage of the outstanding Debentures, the Depository shall Depositary will be deemed to be counted in that percentage only to the extent that it has received instructions to such effect from the Beneficial Holders or the Depository Depositary Participants, and has delivered such instructions to the Debenture Trustee. (de) Whenever a notice or other communication is required to be provided to Debentureholders, unless and until definitive certificate(s) have been issued to Beneficial Holders pursuant to this Section 3.2(b)3.2, the Debenture Trustee shall will provide all such notices and communications to the Depository for forwarding by Depositary and the Depository Depositary will deliver such notices and communications to such Beneficial Holders in accordance with Applicable Securities Legislation. Upon the termination of the book-entry only registration system or book based entry, as applicable, on the occurrence of one of the conditions specified in Section 3.2(bSubsection 3.2(c) with respect to a series of Debentures issued hereunder, the Debenture Trustee shall will notify all applicable Depository Participants and Beneficial Holders, through the DepositoryDepositary, of the availability of definitive Debenture certificates. Upon surrender by the Depository Depositary of the certificate(s) representing the Global Debentures, if applicable, Debentures and receipt of new registration instructions from the DepositoryDepositary, the Debenture Trustee shall will deliver the definitive Debenture certificates for such Fully Registered Debentures to the holders thereof in accordance with the new registration instructions and and, thereafter, the registration and transfer of such Fully Registered Debentures will be governed by Section 3.1 and the remaining Sections of this Article 3. (ef) Notwithstanding With respect to any other provisions of this Indenture or the Debentures, transfers and exchanges of Debentures and beneficial interests in Global Debentures registered and deposited with CDS between Participants and definitive certificates issued to Beneficial Holders pursuant to Subsection 3.2(c), such certificates shall occur in accordance with the rules and procedures of CDS. (f) Notwithstanding bear any provisions made in this Indenture for the issuance, certification and authentication of Debentures in physical form as Additional Debentures or Global Debentures, the Debentures issued under the terms of this Indenture may also be issued to the Depository in book based only form, non-certificated and appearing on the register of the Trustee as a book based entry. It is the responsibility of the Corporation to make the necessary arrangements with its broker or brokers to obtain, in a timely manner, the necessary instant deposit request identification number to facilitate the issuance of non-certificated Book Based Only Debentures. In the establishment and maintenance of a non-certificated Book Based Only Debenture issue, the Trustee shall maintain such a record on its register for Debentures in book based form only. Transfers of Debentures appearing on the register of the Depository shall otherwise occur as provided for in this Indenture. The parties hereto further recognize that, notwithstanding the issuance of Book Based Only Debentures, conversions of Debentures shall occur as contemplated legends required by the terms of this Indenture and in accordance with the rules and procedures of the Depository, including with respect to a Book Based Only Debenture, registration and surrender of interests in the Debentures will be made only through the Depository’s non-certificated system, and Trustee is permitted to employ whatever reasonable means it may from time to time require for (but subject to the terms and conditions hereof) the conversion of such Debentures appearing on the register for Debentures in book based only form by making whatever arrangements with the Depository are deemed necessary by it and the Depository. At the time of the execution of this Indenture, no declarations 1933 Act or other paper certificates or documentation will be required in order to effect conversions of Debentures held by Persons in the United States. If at any time subsequent to the initial issuance of Debentures it is otherwise determined by the Depository, the Trustee, the Corporation or legal counsel that physical declarations or other paper documentation are required for conversions by such Persons in the United States, the Depository, Trustee or Corporation shall request such necessary documentation, which may include legal opinion in form satisfactory to the Trustee and the Corporation, and Corporation shall provide written approval of all such conversion requests by Persons in the United States and confirm any legending requirements as required. The parties hereto and the Debentureholders acknowledge that the Trustee or the Depository may require the Debentures held by such Persons converting their Debentures REIT to be certificated rather than held in book based form. The Trustee shall rely on the representation made on Conversion Form regarding the above exceptions for Persons in the United States or representation in Section 4.3(a) regarding electronic conversions with the Depository without further investigation. The Trustee shall be entitled necessary to request any other documents that it may require in accordance with its internal policies for the removal of legends that may be required on the Debentures or the Shares as directed by the Corporationaffix to such certificates.

Global Debentures or Book Based Only Debentures. (a) With respect to each series of 6.25% Debentures issuable in whole or in part as one or more Global Debentures or shall initially be represented as Book Based Only DebenturesDebentures registered in the name of a Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Debenture or Book Based Only Debenture that does not involve the issuance of a definitive 6.25% Debenture, shall be effected through the Corporation Depositary (but not the Canadian Trustee or the Custodian) in accordance with this Supplemental Indenture and the procedures of the Depositary therefor. The Company shall cause to be kept by and at the principal offices of the Canadian Trustee in the City of Vancouver or the City of Calgary, Alberta and Toronto, Ontario and by the Trustee or such other registrar as the CorporationCompany, with the approval of the Canadian Trustee, may appoint at such other place or places, if any, as the Corporation Company may designate with the approval of the Canadian Trustee, a register in which shall be entered the name and address of the holder of each such Global Debenture or Book Based Only Debenture (being the DepositoryDepositary, or its nominee, for such Global Debenture or Book Based Only Debenture) as holder thereof and particulars of the Global Debenture or Book Based Only Debenture held by it, and of all transfers thereof. If any 6.25% Debentures of such series are at any time not Global Debentures or Book Based Only Debentures, the provisions of Section 3.1 3.01 shall govern with respect to registrations and transfers of such 6.25% Debentures. (b) Notwithstanding any other provision of this Supplemental Indenture, a Global Debenture or Book Based Only Debenture may not be transferred by the registered holder thereof and accordingly, no definitive certificates shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in a resolution of the Canadian Trustee, a resolution of the Board of Directors, an Officer’s Officers’ Certificate or a supplemental indenture relating to a particular series of any Additional 6.25% Debentures: (i) Global Debentures or Book Based Only Debentures may be transferred by a Depository Depositary to a nominee of such Depository Depositary or by a nominee of a Depository Depositary to such Depository Depositary or to another nominee of such Depository Depositary or by a Depository Depositary or its nominee to a successor Depository Depositary or its nominee; (ii) Global Debentures or Book Based Only Debentures may be transferred at any time after (i) the Depository Depositary for such Global Debentures or Book Based Only Debentures, as Debentures (i) has notified the case may beCanadian Trustee, or the Corporation Company has notified the Trustee Canadian Trustee, that the Depository it is unwilling or unable to continue as Depository Depositary for such Global Debentures or Book Based Only Debentures, or (ii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a Depository under Section 2.6Depositary, provided in each case that at the time of such transfer the Trustee and the Corporation are unable to locate Company has not appointed a qualified successor Depository Depositary for such Global Debentures or Book Based Only Debentures; (iii) Global Debentures or Book Based Only Debentures may be transferred at any time after the Corporation Company has determined, in its sole discretion, with the consent of the Trustee to terminate the book-entry only registration system or book based entry, as the case may be, in respect of such Global Debentures or Book Based Only Debentures and has communicated such determination to the Canadian Trustee in writing; (iv) Global Debentures or Book Based Only Debentures may be transferred at any time after the Canadian Trustee has determined that an Event of Default has occurred and is continuing with respect to the 6.25% Debentures of the series issued as a Global Debenture or Book Based Only Debentures, as the case may beDebenture, provided that Beneficial Holders of the Debentures representing, in the aggregate, more not less than 25% of the aggregate principal amount of the 6.25% Debentures of such series advise the Depository Depositary in writing, through the Depository Depositary Participants, that the continuation of the book-entry only registration system or book based entry, as applicable, for such series of the 6.25% Debentures is no longer in their best interest and also provided that at the time of such transfer the Canadian Trustee has not waived the Event of Default pursuant to Section 11.36.01 of the Original Indenture; (v) Global Debentures or Book Based Only Debentures may be transferred and definitive certificate(s) may be issued to Beneficial Holders if required by Applicable Law; orapplicable law; (vi) Global Debentures or Book Based Only Debentures may be transferred if the book-entry only registration system or book based entry, as applicable, ceases to exist; and (vii) Global Debentures or Book Based Only Debentures may be transferred and definitive certificate(s) may be issued to Beneficial Holders if requested, in writing, by a Beneficial Holder through the Depositary Participant through whom the beneficial interest in the 6.25% Debentures are held at the time of the request and in accordance with the agreements and policies between the Depositary and Depositary Participants. (c) With respect to the Global Debentures or Book Based Only Debentures, unless and until definitive certificates have been issued to Beneficial Holders of the Debentures pursuant to subsection 3.2(bSection 3.02(b): (i) the Corporation Company and the Canadian Trustee may deal with the Depository applicable Depositary for all purposes (including paying interest on the 6.25% Debentures) as the sole holder of such series of the 6.25% Debentures and the authorized representative of the Beneficial Holders; (ii) the rights of the Beneficial Holders shall be exercised only through the Depository Depositary and shall be limited to those established by law and agreements between such Beneficial Holders and the Depository Depositary or the Depository Depositary Participants; (iii) the Depository Depositary will make book-entry or book based, as applicable, transfers among the Depository Depositary Participants; and (iv) whenever this Supplemental Indenture requires or permits actions to be taken based upon instruction or directions of 6.25% Debentureholders evidencing a specified percentage of the outstanding 6.25% Debentures, the Depository Depositary shall be deemed to be counted in that percentage only to the extent that it has received instructions to such effect from the Beneficial Holders or the Depository ParticipantsDepositary Participant, and has delivered such instructions to the Canadian Trustee. (d) Whenever a notice or other communication is required to be provided to 6.25% Debentureholders, unless and until definitive certificate(s) have been issued to Beneficial Holders pursuant to this Section 3.2(b)3.02, the Canadian Trustee shall provide all such notices and communications to the Depository for forwarding by Depositary and the Depository Depositary shall deliver such notices and communications to such Beneficial Holders in accordance with Applicable Canadian Securities LegislationLegislation and U.S. Securities Laws. Upon the termination of the book-entry only registration system or book based entry, as applicable, on the occurrence of one of the conditions specified in Section 3.2(b3.02(b) with respect to a series of the 6.25% Debentures issued hereunder, the Canadian Trustee shall notify all applicable Depository Depositary Participants and Beneficial Holders, through the DepositoryDepositary, of the availability of definitive 6.25% Debenture certificates. Upon surrender by the Depository Depositary of the certificate(s) representing the Global Debentures, if applicable, Debentures and receipt of new registration instructions from the DepositoryDepositary, the Canadian Trustee shall deliver the definitive 6.25% Debenture certificates for such 6.25% Debentures to the holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such 6.25% Debentures will be governed by Section 3.1 3.01 and the remaining Sections of this Article 3III. (e) Notwithstanding any other provisions of this Indenture or the Debentures, transfers and exchanges of Debentures and beneficial interests in Global Debentures registered and deposited with CDS between Participants and Beneficial Holders shall occur in accordance with the rules and procedures of CDS. (f) Notwithstanding any provisions made in this Indenture for the issuance, certification and authentication of Debentures in physical form as Additional Debentures or Global Debentures, the Debentures issued under the terms of this Indenture may also be issued to the Depository in book based only form, non-certificated and appearing on the register of the Trustee as a book based entry. It is the responsibility of the Corporation to make the necessary arrangements with its broker or brokers to obtain, in a timely manner, the necessary instant deposit request identification number to facilitate the issuance of non-certificated Book Based Only Debentures. In the establishment and maintenance of a non-certificated Book Based Only Debenture issue, the Canadian Trustee shall maintain such a record on its register for Debentures 6.25% Debenture Register in book based form only. Transfers of 6.25% Debentures appearing on the register of the Depository shall otherwise occur as provided for in this Supplemental Indenture. The parties hereto further recognize that, notwithstanding the issuance of Book Based Only Debentures, conversions of 6.25% Debentures shall occur as contemplated by the terms of this Supplemental Indenture and in accordance with but the rules and procedures of the Depository, including with respect to a Book Based Only Debenture, registration and surrender of interests in the Debentures will be made only through the Depository’s non-certificated system, and Canadian Trustee is permitted to employ whatever reasonable means it may from time to time require for in order to guarantee the unhindered (but subject to the terms and conditions hereof) the conversion of such 6.25% Debentures appearing on the register for 6.25% Debentures in book based only form by making whatever arrangements with the Depository are deemed necessary by it with the Depository. (f) At such time as all interests in a Global Debenture or Book Based Only Debenture have been converted, canceled, redeemed, repurchased or transferred, such Global Debenture or Book Based Only Debenture shall be, upon receipt thereof, canceled by the Canadian Trustee in accordance with standing procedures and instructions existing between the Depositary and the DepositoryCustodian. At the time of the execution of this Indenture, no declarations or other paper certificates or documentation will be required in order to effect conversions of Debentures held by Persons in the United States. If at any time subsequent prior to such cancellation, if any interest in a Global Debenture or Book Based Only Debenture is exchanged for definitive 6.25% Debentures, converted, canceled, repurchased or transferred to a transferee who receives definitive 6.25% Debentures therefor or any definitive 6.25% Debenture is exchanged or transferred for part of such Global Debenture or Book Based Only Debenture, the initial issuance principal amount of Debentures it is determined such Global Debenture or Book Based Only Debenture shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Debenture or Book Based Only Debenture, by the Depository, the Trustee, the Corporation or legal counsel that physical declarations or other paper documentation are required for conversions by such Persons in the United States, the Depository, Trustee or Corporation shall request such necessary documentation, which may include legal opinion in form satisfactory to the Trustee and the Corporation, and Corporation shall provide written approval of all such conversion requests by Persons in the United States and confirm any legending requirements as required. The parties hereto and the Debentureholders acknowledge that the Canadian Trustee or the Depository may require Custodian, at the Debentures held by direction of the Canadian Trustee, to reflect such Persons converting their Debentures to be certificated rather than held in book based form. The Trustee shall rely on the representation made on Conversion Form regarding the above exceptions for Persons in the United States reduction or representation in Section 4.3(a) regarding electronic conversions with the Depository without further investigation. The Trustee shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of legends that may be required on the Debentures or the Shares as directed by the Corporationincrease.

Global Debentures or Book Based Only Debentures. (a) With respect to each series of Debentures issuable in whole or in part as one or more Global Debentures or shall initially be represented as Book Based Only DebenturesDebentures registered in the name of a Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Debenture or Book Based Only Debenture that does not involve the issuance of a definitive Debenture, shall be effected through the Corporation Depositary (but not the Canadian Trustee or the Custodian) in accordance with this Supplemental Indenture and the procedures of the Depositary therefor. The Company shall cause to be kept by and at the principal offices of the Canadian Trustee in the City of Vancouver or the City of Calgary, Alberta and Toronto, Ontario and by the Trustee or such other registrar as the CorporationCompany, with the approval of the Canadian Trustee, may appoint at such other place or places, if any, as the Corporation Company may designate with the approval of the Canadian Trustee, a register in which shall be entered the name and address of the holder of each such Global Debenture or Book Based Only Debenture (being the DepositoryDepositary, or its nominee, for such Global Debenture or Book Based Only Debenture) as holder thereof and particulars of the Global Debenture or Book Based Only Debenture held by it, and of all transfers thereof. If any Debentures of such series are at any time not Global Debentures or Book Based Only Debentures, the provisions of Section 3.1 3.01 shall govern with respect to registrations and transfers of such Debentures. (b) Notwithstanding any other provision of this Supplemental Indenture, a Global Debenture or Book Based Only Debenture may not be transferred by the registered holder thereof and accordingly, no definitive certificates shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in a resolution of the Canadian Trustee, a resolution of the Board of Directors, an Officer’s Officers’ Certificate or a supplemental indenture relating to a particular series of any Additional Debentures: (i) Global Debentures or Book Based Only Debentures may be transferred by a Depository Depositary to a nominee of such Depository Depositary or by a nominee of a Depository Depositary to such Depository Depositary or to another nominee of such Depository Depositary or by a Depository Depositary or its nominee to a successor Depository Depositary or its nominee; (ii) Global Debentures or Book Based Only Debentures may be transferred at any time after (i) the Depository Depositary for such Global Debentures or Book Based Only Debentures, as Debentures (i) has notified the case may beCanadian Trustee, or the Corporation Company has notified the Trustee Canadian Trustee, that the Depository it is unwilling or unable to continue as Depository Depositary for such Global Debentures or Book Based Only Debentures, or (ii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a Depository under Section 2.6Depositary, provided in each case that at the time of such transfer the Trustee and the Corporation are unable to locate Company has not appointed a qualified successor Depository Depositary for such Global Debentures or Book Based Only Debentures; (iii) Global Debentures or Book Based Only Debentures may be transferred at any time after the Corporation Company has determined, in its sole discretion, with the consent of the Trustee to terminate the book-entry only registration system or book based entry, as the case may be, in respect of such Global Debentures or Book Based Only Debentures and has communicated such determination to the Canadian Trustee in writing; (iv) Global Debentures or Book Based Only Debentures may be transferred at any time after the Canadian Trustee has determined that an Event of Default has occurred and is continuing with respect to the Debentures of the series issued as a Global Debenture or Book Based Only Debentures, as the case may beDebenture, provided that Beneficial Holders of the Debentures representing, in the aggregate, more not less than 25% of the aggregate principal amount of the Debentures of such series advise the Depository Depositary in writing, through the Depository Depositary Participants, that the continuation of the book-entry only registration system or book based entry, as applicable, for such series of the Debentures is no longer in their best interest and also provided that at the time of such transfer the Canadian Trustee has not waived the Event of Default pursuant to Section 11.36.01 of the Original Indenture; (v) Global Debentures or Book Based Only Debentures may be transferred and definitive certificate(s) may be issued to Beneficial Holders if required by Applicable Law; orapplicable law; (vi) Global Debentures or Book Based Only Debentures may be transferred if the book-entry only registration system or book based entry, as applicable, ceases to exist; and (vii) Global Debentures or Book Based Only Debentures may be transferred and definitive certificate(s) may be issued to Beneficial Holders if requested, in writing, by a Beneficial Holder through the Depositary Participant through whom the beneficial interest in the Debentures are held at the time of the request and in accordance with the agreements and policies between the Depositary and Depositary Participants. (c) With respect to the Global Debentures or Book Based Only Debentures, unless and until definitive certificates have been issued to Beneficial Holders of the Debentures pursuant to subsection 3.2(bSection 3.02(b): (i) the Corporation Company and the Canadian Trustee may deal with the Depository applicable Depositary for all purposes (including paying interest on the Debentures) as the sole holder of such series of the Debentures and the authorized representative of the Beneficial Holders; (ii) the rights of the Beneficial Holders shall be exercised only through the Depository Depositary and shall be limited to those established by law and agreements between such Beneficial Holders and the Depository Depositary or the Depository Depositary Participants; (iii) the Depository Depositary will make book-entry or book based, as applicable, transfers among the Depository Depositary Participants; and (iv) whenever this Supplemental Indenture requires or permits actions to be taken based upon instruction or directions of Debentureholders evidencing a specified percentage of the outstanding Debentures, the Depository Depositary shall be deemed to be counted in that percentage only to the extent that it has received instructions to such effect from the Beneficial Holders or the Depository ParticipantsDepositary Participant, and has delivered such instructions to the Canadian Trustee. (d) Whenever a notice or other communication is required to be provided to Debentureholders, unless and until definitive certificate(s) have been issued to Beneficial Holders pursuant to this Section 3.2(b)3.02, the Canadian Trustee shall provide all such notices and communications to the Depository for forwarding by Depositary and the Depository Depositary shall deliver such notices and communications to such Beneficial Holders in accordance with Applicable Canadian Securities LegislationLegislation and U.S. Securities Laws. Upon the termination of the book-entry only registration system or book based entry, as applicable, on the occurrence of one of the conditions specified in Section 3.2(b3.02(b) with respect to a series of the Debentures issued hereunder, the Canadian Trustee shall notify all applicable Depository Depositary Participants and Beneficial Holders, through the DepositoryDepositary, of the availability of definitive Debenture certificates. Upon surrender by the Depository Depositary of the certificate(s) representing the Global Debentures, if applicable, Debentures and receipt of new registration instructions from the DepositoryDepositary, the Canadian Trustee shall deliver the definitive Debenture certificates for such Debentures to the holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Debentures will be governed by Section 3.1 3.01 and the remaining Sections of this Article 3III. (e) Notwithstanding any other provisions of this Indenture or the Debentures, transfers and exchanges of Debentures and beneficial interests in Global Debentures registered and deposited with CDS between Participants and Beneficial Holders shall occur in accordance with the rules and procedures of CDS. (f) Notwithstanding any provisions made in this Indenture for the issuance, certification and authentication of Debentures in physical form as Additional Debentures or Global Debentures, the Debentures issued under the terms of this Indenture may also be issued to the Depository in book based only form, non-certificated and appearing on the register of the Trustee as a book based entry. It is the responsibility of the Corporation to make the necessary arrangements with its broker or brokers to obtain, in a timely manner, the necessary instant deposit request identification number to facilitate the issuance of non-certificated Book Based Only Debentures. In the establishment and maintenance of a non-certificated Book Based Only Debenture issue, the Canadian Trustee shall maintain such a record on its register for Debentures Debenture Register in book based form only. Transfers of Debentures appearing on the register of the Depository shall otherwise occur as provided for in this Supplemental Indenture. The parties hereto further recognize that, notwithstanding the issuance of Book Based Only Debentures, conversions of Debentures shall occur as contemplated by the terms of this Supplemental Indenture and in accordance with but the rules and procedures of the Depository, including with respect to a Book Based Only Debenture, registration and surrender of interests in the Debentures will be made only through the Depository’s non-certificated system, and Canadian Trustee is permitted to employ whatever reasonable means it may from time to time require for in order to guarantee the unhindered (but subject to the terms and conditions hereof) the conversion of such Debentures appearing on the register for Debentures in book based only form by making whatever arrangements with the Depository are deemed necessary by it with the Depository. (f) At such time as all interests in a Global Debenture or Book Based Only Debenture have been converted, canceled, redeemed, repurchased or transferred, such Global Debenture or Book Based Only Debenture shall be, upon receipt thereof, canceled by the Canadian Trustee in accordance with standing procedures and instructions existing between the Depositary and the DepositoryCustodian. At the time of the execution of this Indenture, no declarations or other paper certificates or documentation will be required in order to effect conversions of Debentures held by Persons in the United States. If at any time subsequent prior to such cancellation, if any interest in a Global Debenture or Book Based Only Debenture is exchanged for definitive Debentures, converted, canceled, repurchased or transferred to a transferee who receives definitive Debentures therefor or any definitive Debenture is exchanged or transferred for part of such Global Debenture or Book Based Only Debenture, the initial issuance principal amount of Debentures it is determined such Global Debenture or Book Based Only Debenture shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Debenture or Book Based Only Debenture, by the Depository, the Trustee, the Corporation or legal counsel that physical declarations or other paper documentation are required for conversions by such Persons in the United States, the Depository, Trustee or Corporation shall request such necessary documentation, which may include legal opinion in form satisfactory to the Trustee and the Corporation, and Corporation shall provide written approval of all such conversion requests by Persons in the United States and confirm any legending requirements as required. The parties hereto and the Debentureholders acknowledge that the Canadian Trustee or the Depository may require Custodian, at the Debentures held by direction of the Canadian Trustee, to reflect such Persons converting their Debentures to be certificated rather than held in book based form. The Trustee shall rely on the representation made on Conversion Form regarding the above exceptions for Persons in the United States reduction or representation in Section 4.3(a) regarding electronic conversions with the Depository without further investigation. The Trustee shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of legends that may be required on the Debentures or the Shares as directed by the Corporationincrease.