Common use of Global Notes Clause in Contracts

Global Notes. (a) With respect to Notes issuable as or represented by, in whole or in part, one or more Global Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. (a) With respect The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to Notes issuable as or represented by, in whole or in part, one or more Global Notes, the Issuer shall cause to be kept by and at the principal office last paragraph of Section 3.3 of the Trustee in Vancouver, British Columbia or by such other Registrar as Base Indenture shall not apply to the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which Notes. The Notes shall be entered the name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, transferred only in accordance with the provisions of Section 5.1 shall govern with 3.5 of the Base Indenture. With respect to registrations and transfers of such the Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution first sentence of the Trustee, a Board Resolution or an Officers’ Certificate: seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) Definitive Notes the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be issued held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to Beneficial Holders at any time after: cease business or does in fact do so, (Aii) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determinedCompany, in its sole discretiondiscretion and subject to the procedures of the Depositary, or is required by law, to terminate the book-entry only registration system determines that such Securities in respect of such Global Notes global form shall be exchangeable for certificated Securities and has communicated such determination or requirement executes and delivers to the Trustee in writinga Company Order to the effect that such global Securities shall be so exchangeable, or the book-entry system ceases to exist; or (Ciii) the Trustee has determined that there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to Notes issued the Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the ICSDs as Global Notesthe beneficial holder thereof, provided that Beneficial Holders representingSecurities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes Security or Securities of such series is no longer of like tenor and terms in their best interests; and (ii) Global Notes may global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be transferred (A) if such transfer is required liable for any delay by applicable law, as determined by an ICSD or any participant or indirect participant in an ICSD in identifying the Issuer and Counsel, or (B) 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. (c) Upon the termination beneficial owners of the book-entry only registration system on the occurrence related Notes and each of one of the conditions specified those Persons may conclusively rely on, and will be protected in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A)relying on, the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the DepositoryICSD for all purposes, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) including with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Noteregistration and delivery, and (b) with respect the respective principal amounts, of the certificated Notes to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participantbe issued.

Global Notes. (ai) With respect Initial Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes, substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the Private Placement Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto, each, a "Rule 144A Global Note"). Initial Notes issuable as offered and sold outside the United States of America in reliance on Regulation S shall be issued initially in the form of one or represented bymore permanent Global Notes, substantially in whole or the form set forth in partExhibit A (including the Global Note Legend and the Private Placement Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto, each, a "Regulation S Global Note"). (ii) Upon consummation of the Registered Exchange Offer, the Series B Notes may be issued in the form of one or more Global Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, Notes with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and Legend but not the Private Placement Legend. All or part of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Rule 144A Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except or Regulation S Global Note exchanged in the following circumstances Registered Exchange Offer will be exchanged for one or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such more Global Notes and has communicated with the Global Note Legend but not the Private Placement Legend. Each Global Note shall represent such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of the affected series advise the Depository in writing, through the Participants, Outstanding Notes from time to time endorsed thereon and that the continuation aggregate principal amount of the book-entry only registration system for the Outstanding Notes of such series is no longer in their best interests; and (ii) Global Notes represented thereby may from time to time be transferred (A) if such transfer is required by applicable lawreduced or increased, as determined by the Issuer appropriate, to reflect exchanges and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer redemptions. Any endorsement of a Global Note to a Person other than a Depository reflect the amount of any increase or a nominee thereof decrease in the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Trustee in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender instructions given by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders Holder thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed as required by Section 5.1 and the remaining provisions of this Article 52.04. (diii) It is expressly acknowledged that a transfer of beneficial ownership in a Each Global Note of any series issuable (a) shall be registered, in the form name of the Depositary designated for such Global Note pursuant to Section 2.04, or represented by in the name of a nominee of such Depositary, (b) shall be deposited with the Trustee, as Custodian for the Depositary, and (c) shall bear a legend substantially as follows ("Global Note Legend"): THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. (iv) Each Depositary designated pursuant to Section 2.04 for a Global Note will must, at the time of its designation and at all times while it serves as Depositary, be effected only a clearing agency registered under the Exchange Act and any other applicable statute or regulation, provided that the Depositary is required to be so registered in order to act as depositary. (av) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Any Global Note may do so only through a Participantbe represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar, as provided in this Indenture.

Global Notes. Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued in permanent global form (a) With respect to Notes issuable a “Global Note”), and if issued as or represented by, in whole or in part, one or more Global Notes, the Issuer Depositary shall cause to be kept by and at the principal office The Depository Trust Company or such other depositary as any officer of the Trustee Company may from time to time designate. On the date on which the Notes registered in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval name of the TrusteePurchase Contract Agent pursuant to Section 2.03 are issued, may appoint at such other place the Company shall also issue one or placesmore Global Notes, if any, as registered in the Issuer may designate with the approval name of the Trustee, a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, Depositary or its nominee, for such Global Note) each having a zero principal balance. Upon the creation of Treasury Units, or the recreation of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases and particulars of Decreases in Note on the Global Note Notes held by it, and of all transfers thereofthe Depositary. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred represented by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Global Notes of any series shall will be issued to Beneficial Holders except exchangeable for Notes in certificated form only (x) if the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of Depositary notifies the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined Company that CDS (1) it is unwilling or unable to continue as Depository Depositary for the Global Notes, Notes or (2) if at any time the Depositary ceases to be eligible a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided that the Notes in certificated form so issued in exchange for the Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like aggregate principal amount and tenor as the portion of the Global Note to be exchanged. Except as provided above, owners of beneficial interest in a Depository, and, Global Note will not be entitled to receive physical delivery of Notes in each case certificated form and will not be considered the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) Holders thereof for any purpose under the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of Indenture. Unless and until such Global Note is exchanged for Notes and has communicated such determination or requirement to the Trustee in writingcertificated form, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable lawtransferred, as determined in whole but not in part, and any payments on the Notes shall be made, only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved by the Issuer and Counsel, Company or (B) by a Depository to a nominee of such Depository, or by a nominee of a Depository successor Depositary. Any Global Note that is exchangeable pursuant to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee. clause (cx) Upon the termination of the book-entry only registration system on the occurrence fourth sentence of one of the conditions specified in this Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee 2.04 shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes be exchangeable for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from certificated form registered in such names as the Depository, the Trustee Depositary shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5direct. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (ai) With respect Each Global Note authenticated under this Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes issuable as or may be represented by, in whole or in part, by one or more Global Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not may be Restricted Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof. (bii) Notwithstanding any other provision of in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may not be transferred by made, in the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes name of any series shall be issued to Beneficial Holders except in Person other than the following circumstances Depository for such Global Note or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: nominee thereof unless (A) the Issuer has determined that CDS such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Notes, Note or (2) ceases to be eligible has ceased to be a Depositoryclearing agency registered under the Exchange Act, and, in each case the Issuer either case, a successor Depository is unable to locate a qualified successor to its reasonable satisfaction; not appointed within 90 days thereof, (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes executes and has communicated such determination or requirement delivers to the Trustee in writinga Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or the book-entry system ceases to exist; or (C) the Trustee has determined that there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to Notes issued as the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, provided that Beneficial Holders representing, a Global Note to which the restriction set forth in the aggregatesecond preceding sentence shall have ceased to apply may be transferred only to, not less than 51% of and may be registered and exchanged for Senior Secured Notes registered only in the aggregate outstanding principal amount of the Notes of the affected series advise name or names of, such Person or Persons as the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is Global Note shall have directed and no longer in their best interests; andtransfer thereof other than such a transfer may be registered. (iii) Subject to clause (ii) Global Notes may be transferred (A) if such transfer is required by applicable lawabove, as determined by the Issuer and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct. (iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than a the Depository for such Global Note or a nominee thereof thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with Section 5.2(b)(i)(Athis clause (v), the Trustee and all transfers of an interest in a Temporary Regulation S Global Note shall notify all Beneficial Holders, through the Depository, comply with subclause (F) of the availability of Definitive Notes for such seriesthis clause (v). Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining The provisions of this Article 5. clause (dv) It is expressly acknowledged that a transfer providing for transfers of Senior Secured Notes or beneficial ownership interests in a Note of any series issuable Global Notes to Persons who wish to take delivery in the form of or represented by beneficial interests in a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Restricted Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may do so only through a Participantbe.

Global Notes. (a) With respect to Notes issuable as or represented by, offered and sold in whole or reliance on Regulation S shall be issued initially in part, the form of one or more Global Notes, Notes substantially in the Issuer shall cause to be kept by and at the principal office form of the Trustee in Vancouver, British Columbia or by such other Registrar as the IssuerExhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the approval of the Trustee“Regulation S Global Note”), may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the name and address deposited on behalf of the Holder purchasers of each such Global Note (being the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for such Global Notecredit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) and particulars (or, in the case of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Regulation S Global Notes, the provisions of Section 5.1 shall govern with respect to registrations Euroclear and transfers of such Notes. (b) Notwithstanding any other provision of this IndentureClearstream), a Global Note may not be transferred duly executed by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in Issuer and authenticated by the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution Trustee (or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required authenticating agent appointed by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (Caccordance with Section 2.02) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the hereinafter provided. The aggregate outstanding principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the affected series advise purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository in writingor its nominee, through as the case may be, for credit to an account of DTC or Participants, that duly executed by the continuation Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the book-entry only registration system for Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to the Issuer or any Subsidiary of the Issuer shall be issued in the form of certificated notes substantially in the form of Exhibit A hereto, with such series is no longer applicable legends as are provided in their best interests; and (ii) Global Exhibit A hereto, except as otherwise permitted herein. Such certificated notes shall be issued as set forth in Section 2.10(b). Such Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified interests in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and upon transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons someone other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell the Issuer or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a ParticipantSubsidiary permitted hereby.

Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (a) With respect to Notes issuable as or represented by, in whole or in part, one or more Global Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, for such Global Note) and particulars of including the Global Note held by it, Legend thereon and the “Schedule of all transfers thereofExchanges of Interests in the Global Note” attached thereto). If any Notes are at any time not Global Notes, issued in definitive form will be substantially in the provisions form of Section 5.1 shall govern with respect to registrations and transfers of such Notes. Exhibit A hereto (b) Notwithstanding any other provision of this Indenture, a but without the Global Note may not be transferred by Legend thereon and without the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes “Schedule of any series shall be issued to Beneficial Holders except Exchanges of Interests in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution Global Note” attached thereto). Each Global Note will represent such of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive outstanding Notes may as will be issued to Beneficial Holders at any time after: (A) the Issuer has determined specified therein and each shall provide that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of it represents the aggregate outstanding principal amount of the outstanding Notes of the affected series advise the Depository in writing, through the Participants, from time to time endorsed thereon and that the continuation aggregate principal amount of the book-entry only registration system for the outstanding Notes of such series is no longer in their best interests; and (ii) Global Notes represented thereby may from time to time be transferred (A) if such transfer is required by applicable lawreduced or increased, as determined by the Issuer appropriate, to reflect exchanges and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer redemptions. Any endorsement of a Global Note to a Person other than a Depository reflect the amount of any increase or a nominee decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The Company shall execute and the Trustee shall, in accordance with Section 5.2(b)(i)(A)2.02 hereof, authenticate and deliver the Global Notes that (i) shall be registered in the name of the Depositary or the nominee of the Depositary and (ii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Trustee as Custodian. Participants shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Custodian or under such Global Note, and the Depositary may be treated by the Company, the Trustee shall notify all Beneficial Holders, through the Depository, and any agent of the availability Company or Trustee as the owner of Definitive Notes such Global Note for such seriesall purposes. Upon surrender by Notwithstanding the Depository of foregoing, nothing herein shall prevent the Global Notes in respect of any series and receipt of new registration instructions from the DepositoryCompany, the Trustee shall deliver or any Agent or other agent of the Definitive Notes Company or the Trustee from giving effect to any written certificate, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices of such series Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The Trustee shall have no responsibility or obligation to the Beneficial Holders thereof in accordance with the new registration instructions and thereafterany Holder, the registration and transfer any member or Participant of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of DTC or any series issuable in the form of or represented by a Global Note will be effected only (a) other Person with respect to the interests accuracy of participants in the Depository records of DTC (“Participants”), through records maintained by the Depository or its nominee for the Global Notenominee) or of any Participant or member thereof, and (b) with respect to interests any ownership interest in the Notes or with respect to the delivery of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell any notice (including without limitation any notice of redemption) or otherwise transfer ownership the payment of any amount or delivery of any Notes (or other interest security or property) under which or with respect to the Notes. The Trustee may rely (and shall be fully protected in Notes represented relying) upon information furnished by a Global Note may do so only through a ParticipantDTC with respect to its members, Participants and Indirect Participants.

Global Notes. (a) With respect to Notes issuable as or represented by, The Global Note shall initially be registered in whole or in part, one or more Global Notes, the Issuer shall cause to be kept by and at the principal office name of the Trustee Depositary or its nominee and be delivered to the Note Custodian. So long as a Global Note is registered in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval name of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, Depositary or its nominee, for such Global Notemembers of, or participants in, the Depositary ("Agent Members") and particulars of shall have no rights under this Indenture with respect to the Global Note held on their behalf by itthe Depositary or the Trustee as its custodian, and of all transfers thereof. If any Notes are at any time not Global Notesthe Depositary may be treated by the Company, the provisions Trustee and any agent of Section 5.1 shall govern with respect to registrations and transfers the Company or the Trustee as the absolute owner of such NotesGlobal Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) Notwithstanding any other provision The Holder of this Indenture, a Global Note may not be transferred by the Holder thereof andgrant proxies and otherwise authorize any Person, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except including Agent Members and Persons that may hold interests in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for such Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by lawNote through Agent Members, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement take any action which a Holder is entitled to the Trustee in writing, take under this Indenture or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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. (c) Upon Whenever, as a result of an optional redemption of Notes by the termination Company, a conversion of the book-entry only registration system on Notes pursuant to the occurrence provision of one Article XI or an exchange for Certificated Notes pursuant to the provisions of the conditions specified in Section 5.2(b)(i2.6(a) or upon the transfer of hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee who shall notify all Beneficial Holders, through cause an adjustment to be made to Schedule A thereof so that the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes principal amount of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect equal to the interests portion of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a such Global Note may do so only through not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a Participantprincipal amount of $1.00 or an integral multiple thereof.

Global Notes. Any Notes subsequently issued in global form, without interest coupons, shall be substantially in the form of Exhibits A2-A4 attached hereto (aincluding the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). (i) With respect Following the Issue Date and the exchange of the Restricted Definitive Notes for Global Notes in the manner set forth herein, the Notes resold or otherwise transferred to Notes issuable as or represented by, QIBs in whole or reliance on Rule 144A shall be issued in part, the form of one or more 144A Global Notes, which shall be deposited with, or on behalf of, the Issuer shall cause to be kept by and at Depository or will remain in the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval custody of the Trustee, may appoint at such other place or placesas custodian, if any, as pursuant to an agreement between the Issuer may designate with the approval of Depository and the Trustee, a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Following the Issue Date and the exchange of the Restricted Definitive Notes for Global Notes may in the manner set forth herein, the Notes resold or otherwise transferred in reliance on Regulation S shall be transferred (A) if such transfer is required by applicable lawissued in the form of one or more Regulation S Global Notes, as determined by the Issuer and Counselwhich shall be deposited with, or (B) by a Depository to a nominee of such on behalf of, the Trustee as custodian for the 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. (ciii) Upon Following the termination Issue Date and the exchange of the book-entry only registration system Restricted Definitive Notes for Global Notes in the manner set forth herein, Notes resold or otherwise transferred to Institutional Accredited Investors, may be exchanged for a separate note in registered form, without interest coupons (the "IAI Global Note"), which will be deposited with, or on behalf of, a custodian for the occurrence of one Depository, as described in (i) and (ii) above. (iv) Following the Issue Date and the exchange of the conditions Restricted Definitive Notes for Global Notes in the manner set forth herein, Unrestricted Global Notes shall be issued in accordance with Sections 2.06(b)(vi), 2.06(d)(ii) and 2.06(d)(iii) and shall be deposited, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. (v) Notes issued in definitive form shall be substantially in the form of Exhibit A-1 and A-4 attached hereto (without the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in Section 5.2(b)(i) therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or upon the transfer increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to a Person other than a Depository reflect the amount of any increase or a nominee thereof decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian, at the direction of the Trustee, in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender instructions given by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders holder thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed as required by Section 5.1 and the remaining provisions of this Article 52.06 hereof. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. (ai) With respect to Notes issuable as or represented by, in whole or in partIn the case of Original Notes, one or more Global Notes in fully registered form without interest coupons and bearing the Global Notes Legend (collectively, the “Global Notes”) shall be issued on the Issue Date, deposited with the Notes Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. In the case of Original Notes, the Issuer Global Notes initially shall cause to (i) be kept by and at registered in the principal office name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member and (ii) be delivered to the Trustee in Vancouveras custodian for such Depository. Members of, British Columbia or direct or indirect participants in, the Depository, Euroclear and Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by such other Registrar the Depository or the Trustee as its custodian or under the Global Notes. The Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the Issuer, with the approval absolute owner of the TrusteeGlobal Notes for all purposes whatsoever. Notwithstanding the foregoing, may appoint at such other place nothing herein shall prevent the Company, the Trustee or places, if any, as the Issuer may designate with the approval any agent of the TrusteeCompany or the Trustee from giving effect to any written certification, a register in which shall be entered the name and address of the Holder of each such Global Note (being proxy or other authorization furnished by the Depository, or impair, as between the Depository, Euroclear or Clearstream and its nomineeAgent Members, for such Global Note) and particulars the operation of customary practices governing the exercise of the rights of a Holder of any Note. (ii) Transfers of Global Note held by itNotes shall be limited to transfers in whole, but not in part, to the Depository, its successors or its respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of all transfers thereof. If any Notes are at any time not Global Notes, the Depository and the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture2.2. In addition, a Global Note may not shall be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no exchangeable for Definitive Notes of any series shall be issued to Beneficial Holders except if (x) in the following circumstances or as otherwise specified in any Supplemental Indenturecase of Original Notes, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: Depository (ia) Definitive Notes may be issued to Beneficial Holders at any time after: (A) notifies the Issuer has determined Company that CDS (1) it is unwilling or unable to continue as Depository depository for such Global Notes, Note or (2b) ceases to be eligible has ceased to be a Depository, and, clearing agency registered under the Exchange Act and in each case the Issuer a successor depository is unable to locate a qualified successor to its reasonable satisfaction; not appointed, (By) the Issuer has determinedCompany, in at its sole discretionoption and subject to the procedures of the Depository, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to notifies the Trustee in writing, writing that it elects to cause the issuance of Definitive Notes or the book-entry system ceases to exist; or (Cz) the Trustee has determined that there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to the Notes. In all cases, Definitive Notes issued as delivered in exchange for any Global Notes, provided that Beneficial Holders representing, Note or beneficial interests therein shall be registered in the aggregatenames, not less than 51% and issued in any approved denominations, requested by or on behalf of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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 accordance with its nominee to a successor Depository or its nomineecustomary procedures. (ciii) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon In connection with the transfer of a Global Note as an entirety to a Person other than a Depository or a nominee thereof in accordance with beneficial owners pursuant to subsection (i) of this Section 5.2(b)(i)(A2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall notify all Beneficial Holdersauthenticate and make available for delivery, through to each beneficial owner identified by the DepositoryDepository in writing in exchange for its beneficial interest in such Global Note, of the availability an equal aggregate principal amount of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5authorized denominations. (div) It is expressly acknowledged that a transfer of beneficial ownership in a Note The Holder of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a ParticipantHolder is entitled to take under this Indenture or the Notes.

Global Notes. (aThis Section 2(b) With respect shall apply to all Book-Entry Notes issuable as or represented by, in whole or in part, by one or more Global Notes, Notes that are registered in the name of The Depository Trust Company or another depositary specified by the Issuer shall cause to be kept by and at (the principal office of the Trustee in Vancouver, British Columbia "Depositary") or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers nominee thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive each Global Note representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and registered in the name of the Depositary or a nominee thereof; (ii) notwithstanding any other provisions of this Agreement or a Global Note, such Global Note shall not be transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. A Global Note may be issued to Beneficial Holders at any time after: exchanged for the Certificated Note in the event that (A) the Depositary has notified the Issuer has determined that CDS (1) it is unwilling or unable to continue as Depository Depositary for the Global Notes, Notes or (2) ceases to be eligible the Depositary has ceased to be a Depository"clearing agency" registered under the Securities Exchange Act of 1934, andas amended (the "Exchange Act"), in each case and a successor depositary is not appointed by the Issuer is unable to locate a qualified successor to its reasonable satisfaction; within 60 calendar days thereafter, (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to the Notes issued as Global Notes, provided that Beneficial Holders representingor (C) the Issuer, in the aggregateits sole discretion, not less than 51% determines that all of the aggregate outstanding principal amount of the Book-Entry Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system shall be exchangeable for the Notes of such series is no longer in their best interests; and (ii) Certificated Notes. Any Global Notes may be transferred Note exchanged pursuant to clause (A) if such transfer is required by applicable lawor (C) above shall be so exchanged in whole but not in part, as determined by the Issuer and Counsel, or while any Global Note exchanged pursuant to clause (B) above may be exchanged in whole or from time to time in part as directed by the Depositary; (iii) Notes issued in exchange for a Depository Global Note or any portion thereof shall be issued as Certificated Notes, without interest coupons, shall have an aggregate principal amount equal to a nominee that of such Depository, Global Note or by a nominee of a Depository portion thereof to be so exchanged and shall be registered in such Depository, names and be in such authorized denominations as the Depositary or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of an authorized representative thereof shall designate. If a Global Note to be exchanged in whole is not then held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, such Global Note shall be surrendered by the Depositary to the corporate trust office of the Issuing and Paying Agent located in the Borough of Manhattan, The City of New York, to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange by the Depositary or, if the Issuing and Paying Agent is acting as custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Issuing and Paying Agent. Upon any such surrender or adjustment, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative (as defined in Section 3) of the Issuer the Issuing and Paying Agent shall authenticate and deliver, each Certificated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof and, in the case of such surrender, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the Issuer the Issuing and Paying Agent shall authenticate and deliver, a Person new Global Note on behalf of the Depositary for the remaining principal amount thereof; and (iv) neither any members of, or participants in, the Depositary ("Participants") nor any other than a Depository persons on whose behalf Participants may act shall have any rights under this Agreement with respect to any Global Note registered in the name of the Depositary or a any nominee thereof thereof, or under any such Global Note, arid the Depositary or such nominee, as the case may be, may be treated by the Issuer, the Issuing and Paying Agent and any agent of the Issuer or the Issuing and Paying Agent as the absolute owner and Registered Holder of such Global Note in accordance with Section 5.2(b)(i)(A)13(f) hereof. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee shall notify all Beneficial Holders, through the Depository, Issuing and Paying Agent or any agent of the availability of Definitive Notes for such series. Upon surrender Issuer or the Issuing and Paying Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Participants and any other person on whose behalf a Participant may act, the operation of customary practices of such persons governing the exercise of the Global Notes in respect rights of any series and receipt a Registered Holder of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of Rule 144A Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with a custodian of the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (aas defined in Regulation S) With respect shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Notes (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company certifying as to the same matters covered in clause (i) above. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes issuable as or represented by, in whole or in part, one or more pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Issuer Trustee shall cause cancel the Regulation S Temporary Global Notes. The aggregate principal amount of the Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes may from time to time be kept increased or decreased by and at adjustments made on the principal office records of the Trustee in Vancouver, British Columbia or by such other Registrar as and the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, Depositary or its nominee, for as the case may be, in connection with transfers of interest as hereinafter provided. Each Global Note shall represent such Global Note) and particulars of the Global Note held by itoutstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, and of all transfers thereof. If any Notes are at any time not Global Notesas appropriate, the provisions of Section 5.1 shall govern with respect to registrations reflect exchanges, redemptions and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer . Any endorsement of a Global Note to a Person other than a Depository reflect the amount of any increase or a nominee thereof decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 5.2(b)(i)(A), 2.06 hereof. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Cedel shall be applicable to interests in the Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Cedel. The Trustee shall have no obligation to notify all Beneficial HoldersHolders of any such procedures or to monitor or enforce compliance with the same. Except as set forth in Section 2.06 hereof, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes may be transferred, in respect whole and not in part, only to another nominee of any series and receipt the Depositary or to a successor of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository Depositary or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participantnominee.

Global Notes. (a) With respect to Notes issuable as or represented by, offered and sold in whole or reliance on Rule 144A shall be issued initially in part, the form of one or more Global Notes, substantially in the Issuer shall cause to be kept by and at the principal office form of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note Exhibit A attached hereto (being the Depository, or its nominee, for such Global Note) and particulars of including the Global Note held by it, Legend thereon and the "Schedule of all transfers thereofExchanges of Interests in the Global Note" attached thereto). If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Each Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of represent such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of the affected series advise the Depository in writing, through the Participants, Outstanding Notes from time to time endorsed thereon and that the continuation aggregate principal amount of the book-entry only registration system for the Outstanding Notes of such series is no longer in their best interests; and (ii) Global Notes represented thereby may from time to time be transferred (A) if such transfer is required by applicable lawreduced or increased, as determined by the Issuer appropriate, to reflect exchanges and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer redemptions. Any endorsement of a Global Note to a Person other than a Depository reflect the amount of any increase or a nominee thereof decrease in the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 5.2(b)(i)(A204 hereof. Each Global Note (i) shall be registered, in the name of the Depositary designated for such Global Note pursuant to Section 204, or in the name of a nominee of such Depositary, (ii) shall be deposited with the Trustee, as Custodian for the Depositary, and (iii) shall bear a legend substantially as follows: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR IS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), the Trustee shall notify all Beneficial HoldersANY TRANSFER, through the DepositoryPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, of the availability of Definitive Notes CEDE & CO., HAS AN INTEREST HEREIN. Each Depositary designated pursuant to Section 204 for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will must, at the time of its designation and at all times while it serves as Depositary, be effected only (a) with respect to a clearing agency registered under the interests of participants in the Depository (“Participants”), through records maintained by the Depository Exchange Act and any other applicable statute or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participantregulation.

Global Notes. (ai) With respect to Notes issuable as or issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Increases and Decreases in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Increases and Decreases in the Global Note” attached thereto). Rule 144A Notes initially shall be represented by, in whole or in part, by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in definitive fully registered, global form without interest coupons (collectively, the Issuer shall cause to be kept by “Regulation S Global Notes”). The term “Global Notes” means, collectively, the Rule 144A Global Notes and at the principal office Regulation S Global Notes. Each Global Note will represent such of the Trustee in Vancouver, British Columbia or outstanding Notes as will be specified therein and each represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon. The aggregate principal amount of outstanding Notes represented by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depositorymay from time to time be reduced or increased, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by lawappropriate, to terminate reflect exchanges, redemptions and the book-entry only registration system in respect issuance of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Additional Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer . Any endorsement of a Global Note to a Person other than a Depository reflect the amount of any increase or a nominee thereof decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 5.2(b)(i)(A2.06 or by a Company Order in connection with the issuance of Additional Notes as required by Section 2.02(d). The Global Notes initially shall (1) be registered in the name of the Depositary or the nominee of the Depositary, in each case for credit to an account of an Agent Member, (2) be delivered to the Trustee as custodian for such Depositary and (3) bear the Restricted Notes Legend. Members of, or direct or Indirect Participants in, the Depositary, Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Notes. The Depositary may be treated by the Company, the Trustee shall notify all Beneficial Holders, through the Depository, and any agent of the availability of Definitive Notes for such series. Upon surrender by Company or the Depository Trustee as the absolute owner of the Global Notes in respect of any series and receipt of new registration instructions from for all purposes whatsoever. Notwithstanding the Depositoryforegoing, nothing herein shall prevent the Company, the Trustee shall deliver or any agent of the Definitive Notes of such series Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Beneficial Holders thereof in accordance with Depositary or impair, as between the new registration instructions Depositary, Euroclear or Clearstream, as the case may be, and thereaftertheir respective Agent Members, the registration and transfer operation of such Notes will be governed by Section 5.1 and customary practices governing the remaining provisions exercise of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note the rights of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a ParticipantHolder.

Global Notes. (a) With respect to Rule 144A Notes issuable as or represented by, shall be issued initially in whole or in part, the form of one or more Global Notespermanent global Notes in definitive, fully registered form, numbered 144A-1 upward (collectively, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, for such “Rule 144A Global Note”) and particulars of the Global Note held by it, and of all transfers thereof. If any Regulation S Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except initially in the following circumstances form of one or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global more global Notes, or numbered Reg S-1 upward (2) ceases to be eligible to be a Depositorycollectively, andthe “Regulation S Global Note”), in each case without interest coupons and bearing the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes Legend and has communicated such determination or requirement to the Trustee in writingRestricted Notes Legend, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% which shall be deposited on behalf of the aggregate outstanding principal amount purchasers of the Notes represented thereby with the Custodian, and registered in the name of the affected series advise the Depository in writing, through the Participants, that the continuation Depositary or a nominee of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable lawDepositary, as determined duly executed by the Issuer and Counselauthenticated by the Trustee as provided in this Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered IAI-1 upward (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Depositary or (B) by a Depository to a nominee of such Depositorythe Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or by any other Note without 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. (c) Upon Restricted Notes Legend until the termination expiration of the book-entry only registration system on Distribution Compliance Period. The Rule 144A Global Note, the occurrence of one IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the conditions outstanding Notes as shall be specified in Section 5.2(b)(i) the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or upon the transfer increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to a Person other than a Depository reflect the amount of any increase or a nominee thereof decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender instructions given by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders Holder thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed as required by Section 5.1 and the remaining provisions 2.06 of this Article 5. (dIndenture and Section 2.3(c) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.this Appendix A.

Global Notes. (ai) With respect Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Except for exchanges of Global Notes issuable as or represented byfor definitive, Non-global Notes at the sole discretion of the Company, no Global Note may be exchanged in whole or in partpart for Notes registered, one and no transfer of a Global Note in whole or more Global Notesin part may be registered, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the name and address of any Person other than the Holder of each Depositary for such Global Note or a nominee thereof unless (being the Depository, or its nominee, for A) such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: Depositary (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) has notified the Issuer has determined Company that CDS (1) it is unwilling or unable to continue as Depository Depositary for such Global Notes, Note or (2ii) ceases to be eligible has ceased to be a Depository, and, clearing agency registered as such under the Exchange Act or announces an intention permanently to cease business or does in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; fact do so or (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes there shall have occurred and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that be continuing an Event of Default has occurred and is continuing with respect to Notes issued as such Global Note. In case of an event under clause (A) of the preceding sentence, if a successor Depositary for such Global Note is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of an Officers' Certificate directing the authentication and delivery of Notes, provided that Beneficial Holders representingwill authenticate and deliver, Notes, in any authorized denominations in an aggregate principal amount equal to the aggregate, not less than 51% of the aggregate outstanding principal amount of the such Global Note in exchange for such Global Note. (iii) If any Global Note is to be exchanged for other Notes or canceled in whole, it shall be surrendered by or on behalf of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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 Depositary or its nominee to a successor Depository the Trustee, as Note Registrar, for exchange or its nominee. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified cancellation, as provided in Section 5.2(b)(i) or upon the transfer of a this Article 2. If any Global Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or in part for a Person other than a Depository or a nominee thereof beneficial interest in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and in each case, as provided in Section 2.07, then either (bA) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.such Global

Global Notes. Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued in permanent global form (a) With respect to Notes issuable a “Global Note”), and if issued as or represented by, in whole or in part, one or more Global Notes, the Issuer Depositary shall cause to be kept by and at the principal office The Depository Trust Company or such other depositary as any officer of the Trustee Company may from time to time designate. On the date on which the Notes registered in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval name of the TrusteePurchase Contract Agent pursuant to Section 2.03 are issued, may appoint at such other place the Company shall also issue one or placesmore Global Notes, if any, as registered in the Issuer may designate with the approval name of the Trustee, a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, Depositary or its nominee, for such Global Note) and particulars each having a zero principal balance. Upon the creation of Treasury Units, or the re-creation of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases or Decreases in Note on the Global Notes held by the Depositary and on the Pledged Note held by it, and of all transfers thereofthe Collateral Agent. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred represented by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Global Notes of any series shall will be issued to Beneficial Holders except exchangeable for Notes in certificated form only (x) if the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: Depositary (A) has notified the Issuer has determined Company that CDS (1) it is unwilling or unable to continue as Depository depository for the Global Notes, Notes or (2B) ceases to be eligible has ceased to be a Depository, clearing agency registered under the Exchange Act and, in each case either case, a successor depository is not appointed by the Issuer is unable Company within 90 days after such notice or cessation or (y) following the request of any Holder or Beneficial Owner of Corporate Units or Treasury Units seeking to locate a qualified successor exercise or enforce its rights under such Corporate Units or Treasury Units or (z) upon re-creation of Corporate Units; provided, subject to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the ParticipantsSection 2.03, that the continuation Notes in certificated form so issued in exchange for the Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and shall be of like aggregate principal amount and tenor as the portion of the book-entry only registration system Global Note to be exchanged. Except as provided above, owners of beneficial interest in a Global Note will not be entitled to receive physical delivery of Notes in certificated form and will not be considered the Holders thereof for any purpose under the Indenture. Unless and until such Global Note is exchanged for Notes of such series is no longer in their best interests; and (ii) certificated form, Global Notes may be transferred (A) if such transfer is required by applicable lawtransferred, as determined in whole but not in part, and any payments on the Notes shall be made, only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved by the Issuer and Counsel, Company or (B) by a Depository to a nominee of such Depository, or by a nominee of a Depository successor Depositary. Any Global Note that is exchangeable pursuant to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee. clause (cx) Upon the termination of the book-entry only registration system on the occurrence fourth sentence of one of the conditions specified in this Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee 2.04 shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes be exchangeable for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from certificated form registered in such names as the Depository, the Trustee Depositary shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5direct. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. (a) With respect to Rule 144A Notes issuable as or represented by, shall be issued initially in whole or in part, the form of one or more Global Notespermanent global Notes in definitive, fully registered form (collectively, the Issuer shall cause to be kept by “Rule 144A Global Note”), without interest coupons and at bearing the principal office of Global Notes Legend and the Trustee in VancouverRestricted Notes Legend, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered registered in the name and address of the Holder Depositary or a nominee of each such the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Regulation S Notes shall be issued initially in the form of one or more global Notes (collectively, the “Regulation S Temporary Global Note” and together with the Regulation S Permanent Global Note (being identified below) the Depository, or its nominee, for such “Regulation S Global Note) ”), without interest coupons and particulars bearing the Global Notes Legend and the Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to non-U.S. Persons subsequent to the initial distribution. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note held by itshall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Temporary Global Note and of all transfers thereof. If any Notes the Regulation S Permanent Global Note are at any time not each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the ”. The aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may from time to time be transferred (A) if such transfer is required increased or decreased by applicable law, as determined by adjustments made on the Issuer records of the Trustee and Counsel, or (B) 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 the Depositary or its nominee and on the schedules thereto as hereinafter provided. The Restricted Period shall be terminated upon certification in form reasonably satisfactory to the Trustee, if required, that beneficial ownership interests in the Regulation S Temporary Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a successor Depository or its nominee. transaction that did not require registration under the Securities Act (c) Upon except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Restricted Notes Legend, all as contemplated by this Appendix A). Following the termination of the book-entry only registration system on Restricted Period, beneficial interests in the occurrence of one of the conditions specified Regulation S Temporary Global Note shall be exchanged for beneficial interests in Section 5.2(b)(i) or upon the transfer of a Global Note (the “Regulation S Permanent Global Note”) pursuant to a Person other than a Depository or a nominee thereof in accordance the applicable procedures of the Depositary. Simultaneously with Section 5.2(b)(i)(A)the authentication of the Regulation S Permanent Global Note, the Trustee shall notify all Beneficial Holders, through cancel the Depository, Regulation S Temporary Global Note. The provisions of the availability of Definitive Notes for such series. Upon surrender by the Depository “Operating Procedures of the Global Notes in respect Euroclear System” and “Terms and Conditions Governing Use of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 Euroclear” and the remaining provisions “General Terms and Conditions of this Article 5. (d) It is expressly acknowledged that a transfer Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial ownership in a Note of any series issuable interests in the form of Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by participants through Euroclear or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a ParticipantClearstream.

Global Notes. (ai) With respect Promptly following the date that is one year after the Issue Date of any Option Notes, the Company shall use reasonable efforts to effect an exchange of every beneficial interest in each Restricted Global Note for beneficial interests in Global Notes issuable that do not bear any Restricted Notes Legend. To effect such mandatory exchange, the Company will (A) deliver to the Depositary an instruction letter for the Depositary’s mandatory exchange process at least 15 days prior to the date set for such mandatory exchange (or such shorter time as or represented bymay be permitted by the Applicable Procedures) and (B) deliver written notice to the Trustee and the Registrar (including, in whole or in partwithout limitation, by the Company’s delivery of an Officer’s Certificate to the Trustee for removal of the Restricted Notes Legend and authentication of one or more Unrestricted Global NotesNotes (each, a “Free Transferability Certificate”) and an Opinion of Counsel to the Issuer shall cause effect that the Restricted Notes Legend may be removed from such Notes to be kept exchanged. The first date on which the Trustee shall have received such Free Transferability Certificate will be known as the “Resale Restriction Termination Date.” Immediately upon receipt of the documents set forth in clause (B) above by and at the principal office each of the Trustee in Vancouverand the Registrar, British Columbia or by such other the Company shall issue, and the Trustee and Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, shall authenticate and deliver a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global NoteNotes) and particulars of the Global Note held by it, and of all transfers thereof. If without any Restricted Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such NotesLegend. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by Prior to the Issuer and Counsel, or (B) 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. (c) Upon the termination Company’s delivery of the book-entry only registration system on Free Transferability Certificate and afterwards, the occurrence of one of Company and the conditions specified in Section 5.2(b)(i) or upon Trustee will comply with the transfer of a Applicable Procedures and otherwise use reasonable efforts to cause each Global Note to a Person other than a Depository or a nominee thereof be identified by the unrestricted CUSIP number as the outstanding unrestricted Notes in accordance with Section 5.2(b)(i)(A), the facilities of the Depositary by the date the Free Transferability Certificate is delivered to the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5Registrar or as promptly as possible thereafter. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. (ai) With respect If the Obligor shall establish pursuant to Section 2.01(1) above that the Notes issuable as of a series or represented by, a portion thereof are to be issued in whole or in part, the form of one or more Global Notes, then the Issuer Obligor shall cause to be kept by execute and at the principal office of the Trustee in Vancouver, British Columbia shall authenticate and make available for delivery one or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which more Global Notes that (a) shall represent and shall be entered the name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except denominated in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement amount equal to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes all of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer issued in their best interests; andsuch form and not yet cancelled, (b) shall be registered, in the name of the Depositary designated for such Global Note pursuant to Section 2.04, or in the name of a nominee of such Depositary, (c) shall be deposited with the Trustee, as Custodian for the Depositary, and (d) shall bear a legend substantially as follows ("Global Note Legend"): THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. (ii) Each Depositary designated pursuant to Section 2.01 or 2.04 for a Global Notes may Note must, at the time of its designation and at all times while it serves as Depositary, be transferred (A) if such transfer a clearing agency registered under the Exchange Act and any other applicable statute or regulation, provided that the Depositary is required by applicable law, to be so registered in order to act as determined by the Issuer and Counsel, or (B) 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 nomineedepositary. (ciii) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Any Global Note may do so only through a Participantbe represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar, as provided in this Indenture.

Global Notes. (a) With respect Except as provided in Section 2.01(c), notes offered and sold in connection with the Offering by the Initial Purchasers to Notes issuable as or represented by, QIBs in whole or reliance on Rule 144A shall be issued initially in part, the form of one or more 144A Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian of the Depository, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Notes offered and sold in connection with the Offering by the Initial Purchasers in reliance on Regulation S, if any, shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depository, and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in one or more Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Issuer Trustee shall cause cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be kept increased or decreased by and at adjustments made on the principal office records of the Trustee in Vancouver, British Columbia or by such other Registrar as and the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, Depository or its nominee, for as the case may be, in connection with transfers of interest as hereinafter provided. Each Global Note shall represent such Global Note) and particulars of the Global Note held by itoutstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, and of all transfers thereof. If any Notes are at any time not Global Notesas appropriate, the provisions of Section 5.1 shall govern with respect to registrations reflect exchanges, redemptions and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer . Any endorsement of a Global Note to a Person other than a Depository reflect the amount of any increase or a nominee thereof decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender instructions given by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders Holder thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed as required by Section 5.1 and the remaining provisions of this Article 52.06 hereof. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. (a) With respect to Any Notes issuable as or represented by, that are no longer part of New PEPS Units will be issued initially in whole or in part, the form of one or more Global Notes (the “Global Notes, ”) registered in the Issuer shall cause to be kept by and at the principal office name of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, Depositary or its nominee. Unless and until they are exchanged for Notes in definitive registered form, for such Global Note) and particulars Notes may be transferred, in whole but not in part, only to the Clearing Agency or a nominee of the Global Note held Clearing Agency, or to a successor Clearing Agency selected or approved by it, and the Corporation or to a nominee of all transfers thereofsuch successor Clearing Agency. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined Depositary notifies the Corporation that CDS (1) it is unwilling or unable to continue as Depository Depositary for the Global NotesNotes and no successor Depositary has been appointed within 90 days after this notice, (ii) the Depositary at any time ceases to be a Clearing Agency registered under the Exchange Act when the Depositary is required to be so registered to act as the Depositary and no successor Depositary has been appointed within 90 days after the Corporation learns that the Depositary has ceased to be so registered, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (Biii) the Issuer has determinedCorporation, in its sole discretion, or is required determines that it will no longer have the Notes represented by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representingthe Corporation will execute, and subject to Article Three of the Original Indenture, the Trustee, upon receipt of a Company Order therefor, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the aggregate, not less than 51% of the aggregate outstanding principal amount of the Global Note or Notes in exchange for such Global Senior or Notes. Upon exchange of the affected series advise Global Note or Notes for such Notes in definitive registered form without coupons, in authorized denominations, the Depository Global Note or Notes shall be cancelled by the Trustee. Such Notes in writingdefinitive registered form issued in exchange for the Global Note or Notes shall be registered in such names and in such authorized denominations as the Clearing Agency, through pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Participants, that Trustee. The Trustee shall deliver such Securities to the continuation Clearing Agency for delivery to the Persons in whose names such Securities are so registered. None of the book-entry only registration system for Corporation, the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable lawGuarantor, as determined by the Issuer and Counsel, Trustee or (B) 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. (c) Upon the termination any agent of the book-entry only registration system on Corporation, the occurrence of one Guarantor or the Trustee will have any responsibility or liability for any aspect of the conditions specified in Section 5.2(b)(i) records relating to or upon the transfer payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participantinterest.

Global Notes. (a) With respect to Rule 144A Notes issuable as or represented by, shall be issued initially in whole or in part, the form of one or more Global Notespermanent global Notes in definitive, fully registered form, numbered A-1 upward (collectively, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, for such “Rule 144A Global Note”) and particulars of the Global Note held by it, and of all transfers thereof. If any Regulation S Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except initially in the following circumstances form of one or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global more global Notes, or numbered S-1 upward (2) ceases to be eligible to be a Depositorycollectively, andthe “Regulation S Global Note”), in each case without interest coupons and bearing the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes Legend and has communicated such determination Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or requirement to a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in writing, the Indenture. Notes offered and sold to IAIs shall be issued initially in the form of one or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as more IAI Global Notes, provided that Beneficial Holders representing, substantially in the aggregateform set forth in Exhibit A, deposited with the Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the Global Notes Legend and Restricted Notes Legend. Beneficial ownership interests in the Regulation S Global Note shall not less than 51% be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any Note without a Restricted Notes Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, from time to time endorsed thereon and that the continuation aggregate principal amount of the book-entry only registration system for the outstanding Notes of such series is no longer in their best interests; and (ii) Global Notes represented thereby may from time to time be transferred (A) if such transfer is required by applicable lawreduced or increased, as determined by the Issuer applicable, to reflect exchanges and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer redemptions. Any endorsement of a Global Note to a Person other than a Depository reflect the amount of any increase or a nominee thereof decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, 2.06 of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series Indenture and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions 2.3(c) of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.Appendix A.

Global Notes. Notes issued and sold pursuant to an effective registration statement under the Securities Act, issued pursuant to an effective exchange offer registration statement under the Securities Act for the Company's outstanding Series B Senior Notes or issued in accordance with Section 2.07(b)(iii) and 2.07(e), shall be issued in the form of Unrestricted Global Notes and deposited with Citibank N.A., London, as custodian (a) With respect to Notes issuable as or represented by, in whole or in part, one or more Global Notessuch capacity, the Issuer shall cause to be kept by "Custodian") on behalf of DTC or with Citibank N.A., London, as common depositary (in such capacity, the "Common Depositary") on behalf of Euroclear and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if anyClearstream, as the Issuer case may designate with be. Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be issued initially in the approval form of the Trusteea 144A Global Note, a register in which shall be entered duly executed by the name Company and address authenticated by the Trustee as hereinafter provided and deposited with the Custodian on behalf of DTC. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Regulation S Global Note, which shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Common Depositary on behalf of Euroclear and Clearstream. Each Global Note shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and shall provide that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, transfers of interests therein, redemptions and repurchases in accordance with the terms of this Supplemental Indenture and the Indenture; provided that, the maximum principal amount of all Notes shall never exceed (pound)300.0 million issued and outstanding at any one time except as provided in Section 2.08. Any endorsement of the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect Schedule to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by to reflect the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes amount of any series shall be issued to Beneficial Holders except increase or decrease in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of outstanding Notes represented thereby shall be made by the Notes of Registrar in accordance with Sections 2.07, 3.07, 3.08, 4.14 and 4.16 hereof. Except as set forth in Section 2.07(a) hereof, the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable lawtransferred, as determined by the Issuer in whole and Counselnot in part, or (B) 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 only to a successor Depository or its nominee. (c) Upon the termination of the book-entry only registration system relevant Depositary on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for whose behalf such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5note is held. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. (ai) With respect to Notes issuable as or represented by, in whole or in partIn the case of Original Notes, one or more Global Notes in fully registered form without interest coupons and bearing the Global Notes Legend (collectively, the “Global Notes”) shall be issued on the Issue Date, deposited with the Notes Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in the Indenture. In the case of Original Notes, the Issuer Global Notes initially shall cause to (i) be kept by and at registered in the principal office name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member and (ii) be delivered to the Trustee in Vancouveras custodian for such Depository. Members of, British Columbia or direct or indirect participants in, the Depository, Euroclear and Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by such other Registrar the Depository or the Trustee as its custodian or under the Global Notes. The Depository may be treated by the Issuer, with the approval Trustee and any agent of the Trustee, may appoint at such other place Issuer or places, if any, the Trustee as the Issuer may designate with the approval absolute owner of the TrusteeGlobal Notes for all purposes whatsoever. Notwithstanding the foregoing, a register in which nothing herein shall be entered prevent the name and address Issuer, the Trustee or any agent of the Holder of each such Global Note (being Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository, or impair, as between the Depository, Euroclear or Clearstream and its nomineeAgent Members, for such Global Note) and particulars the operation of customary practices governing the exercise of the rights of a Holder of any Note. (ii) Transfers of Global Note held by itNotes shall be limited to transfers in whole, but not in part, to the Depository, its successors or its respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of all transfers thereof. If any Notes are at any time not Global Notes, the Depository and the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture2.2. In addition, a Global Note may not shall be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no exchangeable for Definitive Notes of any series shall be issued to Beneficial Holders except if (x) in the following circumstances or as otherwise specified in any Supplemental Indenturecase of Initial Notes, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: Depository (ia) Definitive Notes may be issued to Beneficial Holders at any time after: (A) notifies the Issuer has determined that CDS (1) it is unwilling or unable to continue as Depository depository for such Global Notes, Note or (2b) ceases to be eligible has ceased to be a Depository, and, clearing agency registered under the Exchange Act and in each case the Issuer a successor depository is unable to locate a qualified successor to its reasonable satisfaction; not appointed, (By) the Issuer has determinedIssuer, in at its sole discretionoption and subject to the procedures of the Depository, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to notifies the Trustee in writing, writing that it elects to cause the issuance of Definitive Notes or the book-entry system ceases to exist; or (Cz) the Trustee has determined that there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to the Notes. In all cases, Definitive Notes issued as delivered in exchange for any Global Notes, provided that Beneficial Holders representing, Note or beneficial interests therein shall be registered in the aggregatenames, not less than 51% and issued in any approved denominations, requested by or on behalf of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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 accordance with its nominee to a successor Depository or its nomineecustomary procedures. (ciii) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon In connection with the transfer of a Global Note as an entirety to a Person other than a Depository or a nominee thereof in accordance with beneficial owners pursuant to subsection (i) of this Section 5.2(b)(i)(A2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall notify all Beneficial Holdersauthenticate and make available for delivery, through to each beneficial owner identified by the DepositoryDepository in writing in exchange for its beneficial interest in such Global Note, of the availability an equal aggregate principal amount of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5authorized denominations. (div) It is expressly acknowledged that a transfer of beneficial ownership in a Note The Holder of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a ParticipantHolder is entitled to take under this Indenture or the Notes.

Global Notes. (a) With respect to Rule 144A Notes issuable as or represented by, shall be issued initially in whole or in part, the form of one or more Global Notespermanent global Notes in definitive, fully registered form, numbered A-1 upward (collectively, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, for such “Rule 144A Global Note”) and particulars of the Global Note held by it, and of all transfers thereof. If any Regulation S Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except initially in the following circumstances form of one or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global more global Notes, or numbered S-1 upward (2) ceases to be eligible to be a Depositorycollectively, andthe “Regulation S Global Note”), in each case without interest coupons and bearing the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes Legend and has communicated such determination Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or requirement to a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in writingthe Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered I-1 upward (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the book-entry system ceases to exist; or (C) Depositary, duly executed by the Company and authenticated by the Trustee has determined that an Event as provided in the Indenture to accommodate transfers of Default has occurred beneficial interests in the Notes to IAIs after the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any Note without a Restricted Notes Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and is continuing with respect any Unrestricted Global Note are each referred to Notes issued herein as a “Global Note” and are collectively referred to herein as “Global Notes, provided that Beneficial Holders representing, .” Each Global Note shall represent such of the outstanding Notes as shall be specified in the aggregate, not less than 51% “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, from time to time endorsed thereon and that the continuation aggregate principal amount of the book-entry only registration system for the outstanding Notes of such series is no longer in their best interests; and (ii) Global Notes represented thereby may from time to time be transferred (A) if such transfer is required by applicable lawreduced or increased, as determined by the Issuer applicable, to reflect exchanges and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer redemptions. Any endorsement of a Global Note to a Person other than a Depository reflect the amount of any increase or a nominee thereof decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, 2.06 of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series Indenture and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions 2.3(c) of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.Appendix A.

Global Notes. (a) With respect If any Global Note is to be exchanged for other Notes issuable or cancelled in whole, it shall be surrendered by or on behalf of the Depository or its nominee to the Security Registrar for exchange or cancellation as provided in Section 305 of the Indenture. If any Global Note is to be exchanged for other Notes or represented bycancelled in part, or if another Note is to be exchanged in whole or in partpart for a beneficial interest in any Global Note, one then either (i) such Global Note shall be so surrendered for exchange or more cancellation as provided in Section 305 of the Indenture or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Security Registrar, whereupon the Security Registrar, in accordance with the Applicable Procedures, shall instruct the Depository or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global NotesNote, the Issuer shall cause Trustee shall, subject to Section 3.02(b) and as otherwise provided in the Indenture (as amended and supplemented by this Fourth Supplemental Indenture), authenticate and deliver any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the written order of, and registered in such names as may be kept by and at directed by, the principal office Depository or its authorized representative. Upon the request of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, connection with the approval occurrence of any of the Trusteeevents specified in the eighth paragraph of Section 305 of the Indenture, may appoint at the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depository or its authorized representative which is given or made pursuant to this Article Three if such other place order, direction or places, if any, as the Issuer may designate request is given or made in accordance with the approval of the Trustee, a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such NotesApplicable Procedures. (b) Notwithstanding any other provision Every Note authenticated and delivered upon registration of this Indenturetransfer of, or in exchange for or in lieu of, a Global Note may not be transferred by the Holder thereof andor any portion thereof, accordinglywhether pursuant to this Article Three or otherwise, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except authenticated and delivered in the following circumstances or as otherwise specified in any Supplemental Indentureform of, and shall be, a resolution of the TrusteeGlobal Note, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) unless such Note is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, registered in the aggregate, not less than 51% name of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a the Depository for such Global Note or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5thereof. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. (a) With respect to Notes issuable as or represented by, offered and sold in whole or reliance on Regulation S shall be issued initially in part, the form of one or more Global Notes, Notes substantially in the Issuer shall cause to be kept by and at the principal office form of the Trustee in Vancouver, British Columbia or by such other Registrar as the IssuerExhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the approval of the Trustee“Regulation S Global Note”), may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the name and address deposited on behalf of the Holder purchasers of each such Global Note (being the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for such Global Notecredit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) and particulars (or, in the case of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Regulation S Global Notes, the provisions of Section 5.1 shall govern with respect to registrations Euroclear and transfers of such Notes. (b) Notwithstanding any other provision of this IndentureClearstream), a Global Note may not be transferred duly executed by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in Issuer and authenticated by the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution Trustee (or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required authenticating agent appointed by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (Caccordance with Section 2.02) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the hereinafter provided. The aggregate outstanding principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the affected series advise purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository in writingor its nominee, through as the case may be, for credit to an account of DTC or Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined duly executed by the Issuer and Counselauthenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (B) by a Depository to a nominee the “IAI Global Note”), which shall be deposited on behalf of such the purchasers of the Notes represented thereby with the Depository, or by a nominee and registered in the name of a Depository to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor the Depository or its nominee. , as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof its agent in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, 2.02) as hereinafter provided. The aggregate principal amount of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a IAI Global Note may do so only through a Participantfrom time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. (aThis Section 2(b) With respect shall apply to any Book-Entry Notes issuable as or represented by, in whole or in part, by one or more Global Notes, Notes that are registered in the name of The Depository Trust Company or another depositary specified by the Issuer shall cause to be kept by and at (the principal office of the Trustee in Vancouver, British Columbia “Depositary”) or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers nominee thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive each Global Note representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and registered in the name of the Depositary or a nominee thereof; (ii) notwithstanding any other provisions of this Agreement or a Global Note, such Global Note shall not be transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. A Global Note may be issued to Beneficial Holders at any time after: exchanged for a Certificated Note in the event that (A) the Depositary has notified the Issuer has determined that CDS (1) it is unwilling or unable to continue as Depository Depositary for the Global Notes, Notes or (2) ceases to be eligible the Depositary has ceased to be a Depository“clearing agency” registered under the Securities Exchange Act of 1934, andas amended (the “Exchange Act”), in each case and a successor depositary is not appointed by the Issuer is unable to locate a qualified successor to its reasonable satisfaction; within sixty (60) days thereafter, (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default (as defined in the Notes) has occurred and is continuing with respect to the Notes or (C) the Issuer, in its sole discretion, determines that all of the Book-Entry Notes shall no longer be represented by Global Notes. Any Global Note exchanged pursuant to clause (A) or (C) above shall be so exchanged in whole but not in part, while any Global Note exchanged pursuant to clause (B) above may be exchanged in whole or from time to time in part as directed by the Depositary; (iii) Notes issued in exchange for a Global Note or any portion thereof shall be issued as Global Certificated Notes, provided without interest coupons, shall have an aggregate principal amount equal to that Beneficial Holders representingof such Global Note or portion thereof to be so exchanged and shall be registered in such names and be in such authorized denominations as the Depositary or an authorized representative thereof shall designate. If a Global Note to be exchanged in whole is not then held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, such Global Note shall be surrendered by the Depositary to the Corporate Trust Office of the Issuing and Paying Agent located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇, ▇▇. ▇▇▇▇, MN 55107-1402 (the “Corporate Trust Office”), to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange by the Depositary or, if the Issuing and Paying Agent is acting as custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Issuing and Paying Agent. Upon any such surrender or adjustment, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative (as defined in Section 3) of the Issuer, the Issuing and Paying Agent shall authenticate and deliver, each Certificated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof and, in the aggregatecase of such surrender, not less than 51% the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the aggregate outstanding Issuer the Issuing and Paying Agent shall authenticate and deliver, a new Global Note on behalf of the Depositary for the remaining principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best intereststhereof; and (iiiv) neither any members of, or participants in, the Depositary (“Participants”) nor any other persons on whose behalf Participants may act shall have any rights under this Agreement with respect to any Global Notes Note registered in the name of the Depositary or any nominee thereof, or under any such Global Note, and the Depositary or such nominee, as the case may be, may be transferred (A) if such transfer is required by applicable law, as determined treated by the Issuer, the Issuing and Paying Agent and any agent of the Issuer or the Issuing and Counsel, or (B) by a Depository to a nominee Paying Agent as the absolute owner and Registered Holder 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A)12(f) hereof. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee shall notify all Beneficial Holders, through the Depository, Issuing and Paying Agent or any agent of the availability of Definitive Notes for such series. Upon surrender Issuer or the Issuing and Paying Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Participants and any other person on whose behalf a Participant may act, the operation of customary practices of such persons governing the exercise of the Global Notes in respect rights of any series and receipt a Registered Holder of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. Initial Notes and Additional Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”) and Initial Notes and Additional Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes (collectively, the “Temporary Regulation S Global Note”); and Initial Notes and Additional Notes initially resold to IAIs shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form (collectively, the “IAI Global Note”), in each case without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit A hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note, a permanent global security (the “Permanent Regulation S Global Note”), or any other Note without a legend containing restrictions on transfer of such Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, an IAI Global Note or the Permanent Regulation S Global Note only upon certification in form reasonably satisfactory to the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii) in the case of an exchange for an IAI Global Note, certification that the interest in the Temporary Regulation S Global Note is being transferred to an institutional “accredited investor” (as defined under the Securities Act) that is acquiring the securities for its own account or for the account of an institutional accredited investor. Beneficial interests in Temporary Regulation S Global Notes or IAI Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, is being transferred to a Person (a) With respect to Notes issuable as or represented by, in whole or in part, one or more Global Notes, who the Issuer shall cause transferor reasonably believes to be kept by and at the principal office of the Trustee in Vancouvera QIB, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision purchasing for its own account or the account of this Indenture, a Global Note may not be transferred by QIB in a transaction meeting the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes requirements of any series shall be issued to Beneficial Holders except Rule 144A and (c) in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution accordance with all applicable securities laws of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive States of the United States and other jurisdictions. Beneficial interests in Temporary Regulation S Global Notes and Rule 144A Global Notes may be issued exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a transfer of the securities in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Note or Rule 144A Global Note, as applicable, first delivers to Beneficial Holders at any time after: the trustee a written certificate (substantially in the form of Exhibit 2) to the effect that (A) the Issuer has determined that CDS Regulation S Global Note or Rule 144A Global Note, as applicable, is being transferred (1a) is unwilling or unable to continue as Depository for Global Notesan “accredited investor” within the meaning of Rule 501(a)(1), or (2), (3) ceases to be eligible to be a Depository, andand (7) under the Securities Act that is an institutional investor acquiring the securities for its own account or for the account of such an institutional accredited investor, in each case the Issuer is unable to locate in a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding minimum principal amount of the Notes securities of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the affected series advise the Depository Securities Act and (B) in writing, through the Participants, that the continuation accordance with all applicable securities laws of the book-entry only registration system for States of the Notes of such series is no longer United States and other jurisdictions. Beneficial interests in their best interests; and (ii) a Rule 144A Global Notes Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (Ain the form provided in the Indenture) if to the effect that such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof being made in accordance with Section 5.2(b)(i)(ARule 903 or 904 of Regulation S or Rule 144 (if applicable). The Rule 144A Global Note, the Trustee shall notify all Beneficial HoldersIAI Global Note, through the Depository, of Temporary Regulation S Global Note and the availability of Definitive Notes for such seriesPermanent Regulation S Global Note are collectively referred to herein as “Global Notes”. Upon surrender by the Depository The aggregate principal amount of the Global Notes in respect may from time to time be increased or decreased by adjustments made on the records of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participantas hereinafter provided.

Global Notes. (a) With respect to Notes issuable as or represented by, offered and sold in whole or reliance on Regulation S shall be issued initially in part, the form of one or more Global Notes, Notes substantially in the Issuer shall cause to be kept by and at the principal office form of the Trustee in Vancouver, British Columbia or by such other Registrar as the IssuerExhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the approval of the Trustee“Regulation S Global Note”), may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the name and address deposited on behalf of the Holder purchasers of each such Global Note (being the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for such Global Notecredit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) and particulars (or, in the case of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Regulation S Global Notes, the provisions of Section 5.1 shall govern with respect to registrations Euroclear and transfers of such Notes. (b) Notwithstanding any other provision of this IndentureClearstream), a Global Note may not be transferred duly executed by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in Issuers and authenticated by the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution Trustee (or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required authenticating agent appointed by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (Caccordance with Section 2.02) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the hereinafter provided. The aggregate outstanding principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the affected series advise purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository in writingor its nominee, through as the case may be, for credit to an account of DTC or Participants, that duly executed by the continuation Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the book-entry only registration system for Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to the Issuers or any Subsidiary of the Issuers shall be issued in the form of certificated notes substantially in the form of Exhibit A hereto, with such series is no longer applicable legends as are provided in their best interests; and (ii) Global Exhibit A hereto, except as otherwise permitted herein. Such certificated notes shall be issued as set forth in Section 2.10(b). Such Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified interests in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and upon transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons someone other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell the Issuers or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a ParticipantSubsidiary permitted hereby.

Global Notes. (ai) With respect to Except as provided in clause (d) of Section 2.2 below, the Notes issuable as or initially shall be represented by, in whole or in part, by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Global Notes”). The Global Notes shall bear the Global Note Legend. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the Restricted Notes Legend. Members of, or direct or indirect participants in, the Issuer Depository (collectively, the “Agent Members”) shall cause have no rights under this Indenture with respect to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 any Global Note (being held on their behalf by the Depository, or the Trustee as its nomineecustodian, for such or under the Global Note) Notes. The Depository may be treated by the Issuers, the Trustee and particulars any agent of the Issuers or the Trustee as the absolute owner of the Global Note held Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by itthe Depository, or impair, as between the Depository and its Agent Members, the operation of all transfers thereofcustomary practices governing the exercise of the rights of a holder of any Note. (ii) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees. If any Interests of beneficial owners in the Global Notes are at any time not Global Notes, may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture2.2. In addition, a Global Note may not shall be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no exchangeable for Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: if (i) Definitive Notes may be issued to Beneficial Holders at any time after: (Ax) the Issuer has determined that CDS Depository (1) notifies the Issuers that it is unwilling or unable to continue as Depository depository for such Global Notes, Note and the Issuers thereupon fail to appoint a successor depository or (2) ceases to be eligible has ceased to be a Depository, and, in each case clearing agency registered under the Issuer is unable to locate a qualified successor to its reasonable satisfaction; Exchange Act or (By) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes there shall have occurred and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that be continuing an Event of Default has occurred and is continuing with respect to such Global Note and a request has been made for such exchange. In all cases, Definitive Notes issued as delivered in exchange for any Global Notes, provided that Beneficial Holders representing, Note or beneficial interests therein shall be registered in the aggregatenames, not less than 51% and issued in any approved denominations, requested by or on behalf of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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 accordance with its nominee to a successor Depository or its nomineecustomary procedures. (ciii) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon In connection with the transfer of a Global Note as an entirety to a Person other than a Depository or a nominee thereof in accordance with beneficial owners pursuant to subsection (i) of this Section 5.2(b)(i)(A2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and, upon written order of the Issuers signed by an Officer, the Trustee shall notify all Beneficial Holdersauthenticate and make available for delivery, through to each beneficial owner identified by the DepositoryDepository in writing in exchange for its beneficial interest in such Global Note, of the availability an equal aggregate principal amount of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5authorized denominations. (div) It is expressly acknowledged that a transfer of beneficial ownership Any Transfer Restricted Note delivered in a Note of any series issuable exchange for an interest in the form of or represented by a Global Note will be effected only pursuant to Section 2.2 shall, except as otherwise provided in Section 2.2, bear the Restricted Notes Legend. (av) with respect to the interests [Reserved]. (vi) The holder of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a any Global Note may do so only grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Participantholder is entitled to take under this Indenture or the Notes.

Global Notes. (ai) With respect Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Note or a nominee thereof and delivered to Notes issuable as such Depositary or represented bya nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provisions of this Indenture or the Notes, a Global Note shall not be exchanged in whole or in part, part for a Note registered in the name of any Person other than the Depositary or one or more Global Notesnominees thereof, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, provided that a Global Note may not be transferred exchanged for Notes registered in the names of any Person designated by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except Depositary in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: event that (A) the Issuer Depositary has determined notified the Company that CDS (1) it is unwilling or unable to continue as Depository Depositary for such Global Notes, Note or (2) ceases to be eligible such Depositary has ceased to be a Depository“clearing agency” registered under the Exchange Act, andand a successor Depositary is not appointed by the Company within 90 days, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) to the Issuer has determinedextent permitted by the Depositary, the Company, in its sole discretion, or is required determines at any time that the Notes shall no longer be represented by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated shall inform such determination Depositary of such determination; or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event there is a request by or on behalf of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through accordance with its customary procedures to exchange an interest in the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred for Non-global Notes. Any Global Note exchanged pursuant to clause (A) if above shall be so exchanged in whole and not in part, and any Global Note exchanged pursuant to clause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depositary. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such transfer Note so issued that is required registered in the name of a person other than the Depositary or a nominee thereof shall not be a Global Note. (iii) If any Global Note is to be exchanged for other Notes or canceled in whole, it shall be surrendered by applicable lawor on behalf of the Depositary or its nominee to the Trustee, as determined by the Issuer and CounselNote Registrar, for exchange or cancellation, as provided in this Article 2. If any Global Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, in each case, as provided in Section 2.07, then either (A) such Global Note shall be so surrendered for exchange or cancellation, as provided in this Article 2, or (B) the Principal Amount thereof shall be reduced or increased by a Depository an amount equal to a nominee the portion thereof to be so exchanged or canceled, or equal to the Principal Amount of such Depositoryother Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or by its authorized representative to make a nominee corresponding adjustment to its records. Upon any such surrender or adjustment of a Depository Global Note, the Trustee shall, subject to Section 2.07(c) and as otherwise provided in this Article 2, authenticate and deliver any Notes issuable in exchange for such DepositoryGlobal Note (or any portion thereof) to or upon the order of, or to another nominee of and registered in such Depositorynames as may be directed by, or by a Depository the Depositary or its nominee authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a successor Depository reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its nomineeauthorized representative which is given or made pursuant to this Article 2 if such order, direction or request is given or made in accordance with the Applicable Procedures. (civ) Upon the termination Every Note authenticated and delivered upon registration of the book-entry only registration system on the occurrence of one of the conditions specified transfer of, or in Section 5.2(b)(i) exchange for or upon the transfer of in lieu of, a Global Note or any portion thereof, whether pursuant to this Article 2 or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Note, unless such Note is registered in the name of a Person other than a Depository the Depositary for such Global Note or a nominee thereof thereof, in accordance with Section 5.2(b)(i)(A)which case such Note shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (v) The Depositary or its nominee, as registered owner of a Global Note, shall be the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes Holder of such series Global Note for all purposes under the Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Beneficial Holders thereof Applicable Procedures. Accordingly, any such owner’s beneficial interest in accordance with a Global Note shall be shown only on, and the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will interest shall be effected only (a) with respect to the interests of participants in the Depository (“Participants”)through, through records maintained by the Depository Depositary or its nominee for the Global Note, or its Agent Members and (b) with respect to such owners of beneficial interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participantshall not be considered the owners or holders thereof.

Global Notes. (a) With respect Initial Notes initially resold pursuant to Notes issuable as or represented by, Rule 144A shall be issued initially in whole or in part, the form of one or more permanent Global NotesNotes in registered form (collectively, the Issuer “Rule 144A Global Note”) with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture, and Initial Notes initially resold pursuant to Regulation S shall cause be issued initially in the form of one or more permanent Global Notes in registered form with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture (collectively, the “Regulation S Global Note”) or with such other legends as may be kept by appropriate. Except as set forth in this Section 2.1(a) and at Section 2.3(c) hereof, beneficial ownership interest in a Regulation S Global Note shall be exchangeable for interests in a Rule 144A Global Note or a Definitive Note in registered certificated form only after the principal office expiration of the Trustee Distribution Compliance Period and then only (i) upon certification that beneficial ownership interests in Vancouversuch Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii) in the case of an exchange for a Definitive Note, British Columbia or by such other Registrar as the Issuer, in compliance with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register requirements described in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof 2.4 and, accordingly, subject to Section 5.62.4 hereof, no Definitive Initial Notes of any series transferred subsequent to the initial resale thereof to IAIs shall be issued to Beneficial Holders except initially in the following circumstances form of one or as otherwise specified more permanent global securities in any Supplemental Indentureregistered form (collectively, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for “IAI Global Notes, or (2) ceases to be eligible to be a Depository, andNote”), in each case without interest coupons and with the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) global securities legend and the Issuer has determined, applicable restricted securities legend set forth in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement Exhibit A to the Indenture, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian, and registered in the name of the applicable Depositary or a nominee of the applicable Depositary, duly executed by the Issuers and authenticated by the Trustee in writing, or the book-entry system ceases Authentication Agent as provided in the Indenture. The Rule 144A Global Note, IAI Global Note and Regulation S Global Note are collectively referred to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued herein as “Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the .” The aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may from time to time be transferred (A) if such transfer is required increased or decreased by adjustments made on the records of the Trustee and the applicable law, as determined by the Issuer and Counsel, or (B) 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 Depositary or its nominee to a successor Depository or its nomineeas hereinafter provided. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. (ai) With respect to Public Notes issuable as or initially shall be represented by, in whole or in part, by one or more Global NotesNotes in definitive, fully registered, global form without interest coupons (collectively, the Issuer “Public Global Notes”). The Public Global Notes initially shall cause to (i) be kept by and at registered in the principal office name of the Trustee Depositary or a nominee of such Depositary, in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval each case for credit to an account of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depositorymember of, or its nomineeparticipant in, such Depositary (an “Agent Member”), and (ii) be delivered to the Trustee as Securities Custodian for such Global Note) and particulars of Depositary. Members of, or direct or indirect participants in, the Depositary shall have no rights under the Indenture with respect to any Public Global Note held on their behalf by itthe Depositary, and of all transfers thereof. If any Notes are at any time not or the Trustee as its custodian, or under the Public Global Notes. The Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Public Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary, or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (ii) Transfers of Public Global Notes shall be limited to transfer in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in the Public Global Notes may be transferred or exchanged for Unrestricted Definitive Notes only in accordance with the applicable rules and procedures of the Depositary and the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision 2.2 of this IndentureAppendix. In addition, a Public Global Note may not shall be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no exchangeable for Unrestricted Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: if (i) Definitive Notes may be issued to Beneficial Holders at any time after: (Ax) the Issuer has determined that CDS Depositary (1) notifies the Company that it is unwilling or unable to continue as Depository depository for such Public Global Notes, Note and the Company thereupon fails to appoint a successor depository within 90 days or (2) ceases to be eligible has ceased to be a Depositoryclearing agency registered under the Exchange Act, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (By) the Issuer has determinedCompany, in at its sole discretionoption, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to notifies the Trustee in writing, that it elects to cause the issuance of Unrestricted Definitive Notes or the book-entry system ceases to exist; or (Cz) the Trustee has determined that there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to such Public Global Note and the Depositary shall have requested such exchange. In all cases, Unrestricted Definitive Notes issued as delivered in exchange for any Public Global Notes, provided that Beneficial Holders representing, Note or beneficial interests therein shall be registered in the aggregatenames, not less than 51% and issued in any approved denominations, requested by or on behalf of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository Depositary in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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 accordance with its nominee to a successor Depository or its nomineecustomary procedures. (ciii) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon In connection with the transfer of a Public Global Note as an entirety to a Person other than a Depository or a nominee thereof in accordance with beneficial owners pursuant to subsection (ii) of this Section 5.2(b)(i)(A2.1(b), such Public Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall notify all Beneficial Holdersauthenticate and make available for delivery, through the Depository, of the availability of Definitive Notes for such series. Upon surrender to each beneficial owner identified by the Depository Depositary in writing in exchange for its beneficial interest in such Public Global Note, an equal aggregate principal amount of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Unrestricted Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5authorized denominations. (div) It is expressly acknowledged that a transfer of beneficial ownership in a Note The Holder of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Public Global Note may do so only grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a ParticipantHolder is entitled to take under the Indenture or the Notes.

Global Notes. Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. Ownership of beneficial interests in a Global Note will be limited to persons who have accounts with the Depositary (a“Participants”) With or persons who hold interests through such Participants. Upon the issuance of a Global Note, the Depositary or its custodian shall credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such Global Note to the accounts of its Participants. Ownership of beneficial interests in a Global Note shall be shown only on, and the transfer of such ownership interests shall be effected only through, records maintained by the Depositary or its nominee (with respect to Notes issuable as interests of Participants) or represented byby any such Participant (with respect to interests of persons held by such Participants on their behalf). Payments, transfers, exchanges and other matters relating to beneficial interests in a Global Note may be subject to various policies and procedures adopted by the Depositary from time to time. None of the Issuer, the Guarantor, the Trustee or any of their respective agents shall have any responsibility or liability for any aspect of the Depositary’s or any Participant’s records, policies or procedures relating to, or for payments made on account of, beneficial interests in a Global Note or for any other aspect of the relationship between the Depositary and its Participants, or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding any provision of this Indenture or any Note to the contrary, no Global Note may be exchanged in whole or in part, one or more Global Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, part for such Global Note) and particulars of the Global Note held by itNotes registered, and no transfer of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note in whole or in part may not be transferred by registered, in the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes name of any series shall be issued to Beneficial Holders except in Person other than the following circumstances Depositary or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: its nominee unless (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Depositary notifies the Issuer has determined and the Guarantor that CDS (1) the Depositary is unwilling or unable to continue as Depository depositary for a Global Notes, Note or has ceased to be qualified to act as such as required by this Indenture and the Issuer or the Guarantor does not appoint a successor Depositary within 90 days after the Issuer and the Guarantor receives such notice or becomes aware of such non-qualification or (2ii) ceases to there shall have occurred and be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that continuing an Event of Default has occurred and is continuing with respect to the Notes. All definitive Notes issued in exchange for a Global Note or any portion thereof shall be registered in such names as Global Notes, provided that Beneficial Holders representing, in the aggregate, Depositary shall direct. In the event and for so long as definitive Notes are not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) by a Depository issued to a nominee of such Depository, or by a nominee any owner of a Depository to such Depository, or to another nominee of such Depository, or by beneficial interest in a Depository or its nominee to a successor Depository or its nominee. (c) Upon the termination of the book-entry only registration system on Global Note after the occurrence of one of the conditions specified events set forth above, the Issuer expressly acknowledges, with respect to the right of a Holder to pursue a remedy pursuant to Section 4.7 or Section 4.8, the right of such owner to pursue such remedy with respect to the portion of the Global Note that represents such owner’s Notes as if such definitive Notes had been issued. Except in Section 5.2(b)(i) the circumstances referred to in the preceding paragraph, as long as the Depositary, or upon its nominee, is the transfer registered Holder of a Global Note, the Depositary or such nominee, as the case may be, shall be considered the sole owner and Holder of such Global Note (and of the Notes represented thereby) for all purposes under this Indenture and the Notes. Except in the circumstances referred to in the preceding paragraph, owners of beneficial interests in a Global Note shall not be entitled to have such Global Note or any Notes represented thereby registered in their names, shall not receive or be entitled to receive physical delivery of definitive Notes in exchange therefor and shall not be considered the owners or Holders of such Global Note (or any Notes represented thereby) for any purpose under this Indenture or the Notes. In addition, no beneficial owner of an interest in a Global Note shall be able to transfer that interest except in accordance with the Depositary’s applicable procedures (in addition to those under this Indenture referred to herein and, if applicable, those of Euroclear and Clearstream). All payments of interest on, principal of, or Additional Amounts on, a Global Note shall be made to or to the order of the Depositary or its nominee, as the case may be, as the Holder thereof. Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.6, Section 2.8 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than a Depository the Depositary for such Global Note or a nominee thereof in accordance with Section 5.2(b)(i)(A), thereof. Neither the Trustee nor any Agent shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes have any responsibility or liability for such series. Upon surrender any actions taken or not taken by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5Depositary. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. (a) With respect to Unless and until it is exchanged for the Notes issuable as or represented by, in whole or in partregistered form, one or more global Notes in principal amount equal to the aggregate principal amount of all outstanding Notes ("Global Notes") may be transferred, in whole but not in part, only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved by the Issuer shall cause or to be kept by and at the principal office a nominee of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereofsuccessor Depositary. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Depositary notifies the Issuer has determined that CDS (1) it is unwilling or unable to continue as Depository a Depositary for the Global NotesNotes and no successor Depositary shall have been appointed within 90 days after such notification, or (2ii) the Depositary ceases to be eligible a clearing agency registered under the Securities Exchange Act of 1934 at any time the Depositary is required to be a Depositoryso registered to act as such Depositary and no successor Depositary shall have been appointed within 90 days after the Issuer's becoming aware of the Depositary's ceasing to be so registered, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (Biii) the Issuer has determinedIssuer, in its sole discretion, or is required by law, to terminate determines that the book-entry only registration system in respect of such Global Notes shall be exchangeable for Notes in definitive registered form or (iv) there shall have occurred and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that be continuing an Event of Default has occurred Default, the Issuer will execute, and is continuing with respect subject to Article Five of the Original Indenture, the Trustee, upon written notice from the Issuer, will authenticate and deliver the Notes issued as Global Notes, provided that Beneficial Holders representingin definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes exchange for such seriesGlobal Note. Upon surrender by the Depository exchange of the Global Note for such Notes in respect of any series definitive registered form without coupons, in authorized denominations, the Global Note shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be registered in such names and receipt of new registration in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Depository, the Trustee. The Trustee shall deliver the Definitive Notes of such series Securities to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect Depositary for delivery to the interests of participants Persons in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who whose names such Securities are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participantregistered.

Global Notes. Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued in permanent global form (a) With respect to Notes issuable a “Global Note”), and if issued as or represented by, in whole or in part, one or more Global Notes, the Issuer Depositary shall cause to be kept by and at the principal office The Depository Trust Company or such other depositary as any officer of the Trustee Company may from time to time designate. On the date on which the Notes registered in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval name of the TrusteePurchase Contract Agent pursuant to Section 2.03 are issued, may appoint at such other place the Company shall also issue one or placesmore Global Notes, if any, as registered in the Issuer may designate with the approval name of the Trustee, a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, Depositary or its nominee, for such Global Note) and particulars each having a zero principal balance. Upon the creation of Treasury Units, or the recreation of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases or Decreases in Note on the Global Notes held by the Depositary and on the Pledged Note held by it, and of all transfers thereofthe Collateral Agent. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred represented by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Global Notes of any series shall will be issued to Beneficial Holders except exchangeable for Notes in certificated form only (x) if the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of Depositary notifies the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined Company that CDS (1) it is unwilling or unable to continue as Depository Depositary for the Global Notes, Notes or (2) if at any time the Depositary ceases to be eligible to be a Depositoryclearing agency registered under the Exchange Act, and, in each case and the Issuer is unable to locate Company has not appointed a qualified successor to Depositary within 90 days of that notice or of its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect becoming aware of such Global cessation; or at the request of any Holder of Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that if an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes or (y) upon recreation of the affected series advise the Depository in writingCorporate Units; provided, through the Participantssubject to Section 2.03, that the continuation Notes in certificated form so issued in exchange for the Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like aggregate principal amount and tenor as the portion of the book-entry only registration system Global Note to be exchanged. Except as provided above, owners of beneficial interest in a Global Note will not be entitled to receive physical delivery of Notes in certificated form and will not be considered the Holders thereof for any purpose under the Indenture. Unless and until such Global Note is exchanged for Notes of such series is no longer in their best interests; and (ii) certificated form, Global Notes may be transferred (A) if such transfer is required by applicable lawtransferred, as determined in whole but not in part, and any payments on the Notes shall be made, only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved by the Issuer and Counsel, Company or (B) by a Depository to a nominee of such Depository, or by a nominee of a Depository successor Depositary. Any Global Note that is exchangeable pursuant to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee. clause (cx) Upon the termination of the book-entry only registration system on the occurrence fourth sentence of one of the conditions specified in this Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee 2.04 shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes be exchangeable for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from certificated form registered in such names as the Depository, the Trustee Depositary shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5direct. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. (ai) With respect Dollar Notes issued in global form shall be substantially in the form of Exhibit A-1 hereto, including the Dollar Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Dollar Notes issued in definitive form shall be substantially in the form of Exhibit A-1 hereto, but without the Dollar Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Each Dollar Global Note shall represent such of the outstanding Dollar Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Dollar Notes issuable from time to time endorsed thereon and that the aggregate principal amount of outstanding Dollar Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Dollar Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Dollar Notes represented bythereby shall be made by the Trustee or the Custodian, in whole or in part, one or more Global Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval direction of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate in accordance with the approval of the Trustee, a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred instructions given by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; andSection 2.06 hereof. (ii) Euro Notes issued in global form shall be substantially in the form of Exhibit A-2 hereto, including the Euro Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Euro Notes issued in definitive form shall be substantially in the form of Exhibit A-2 hereto, but without the Euro Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Each Euro Global Note shall represent such of the outstanding Euro Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Euro Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Euro Notes represented thereby may from time to time be transferred (A) if such transfer is required by applicable lawreduced or increased, as determined by the Issuer applicable, to reflect exchanges and Counsel, or (B) by a Depository to a nominee of such Depository, or by a nominee redemptions. Any endorsement 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Euro Global Note to a Person other than a Depository reflect the amount of any increase or a nominee thereof decrease in accordance with Section 5.2(b)(i)(A), the Trustee aggregate principal amount of outstanding Euro Notes represented thereby shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender be made by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof Common Depositary in accordance with the new registration instructions and thereafter, Applicable Procedures of the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5Euro Note Depositary. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. The Series A Notes are being offered and sold by the Company pursuant to the Purchase Agreement. The Series A Notes offered and sold in reliance on Rule 144A under the Securities Act (a"Rule 144A") With respect to Notes issuable QIBs, or offered and sold to IAIs, both as or represented byprovided in the Purchase Agreement, will be issued in whole or denominations of $1,000 and integral multiples thereof on the Issue Date initially in part, the form of one or more permanent global Notes in definitive, fully registered form without interest coupons with the Global NotesNotes Legend and the Restricted Securities Legend set forth in Exhibit A hereto (each, the Issuer respectively, a "U.S. Global Note" or an "IAI Global Note") which shall cause to be kept by and at the principal office deposited on behalf of the purchasers of the Series A Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, initially The Depository Trust Company ("DTC"), duly executed by the Company and authenticated by the Trustee as hereinafter provided, and registered in Vancouverthe name of DTC or its nominee, British Columbia in each case for credit to the accounts of DTC's Direct Participants and Indirect Participants. The aggregate principal amount of the U.S. Global Note or by such other Registrar the IAI Global Note, as the Issuercase may be, with may from time to time be increased or decreased by adjustments made on the approval records of the Trustee, may appoint at such other place or places, if any, as custodian for the Issuer 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 Note (being the Depository, Depositary or its nominee, for such in connection with the transfer or exchange of interests, as hereinafter provided. The Series A Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S"), as provided in the Purchase Agreement, will be issued in denominations of $1,000 and integral multiples thereof on the Issue Date initially in the form of a single, temporary, global Note in definitive, fully registered form without interest coupons with the Global Notes Legend and Restricted Securities Legend set forth in Exhibit A hereto (the "Regulation S Temporary Global Note"). The Regulation S Temporary Global Note will be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, initially DTC, and registered in the name of a nominee of DTC for credit to the accounts of Indirect Participants at the Euroclear System ("Euroclear") and particulars Cedel Bank, societe anonyme ("CEDEL"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Regulation S Temporary Global Note may not from time to time be transferred increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with the transfer of interests as hereinafter provided. The Applicable Procedures shall apply to interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note (as defined herein) that are held by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances through Euroclear or as otherwise specified in any Supplemental Indenture, a resolution Cedel. Upon consummation of the TrusteeExchange Offer, a Board Resolution or an Officers’ Certificate: (i) Definitive the Series B Notes may be issued to Beneficial Holders at any time after: (A) in the Issuer has determined that CDS (1) is unwilling form of one or unable to continue more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend but not the Restricted Securities Legend set forth in Exhibit A hereto, registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect hereinafter provided. The aggregate principal amount of such Global Notes and has communicated such determination may from time to time be increased or requirement to decreased by adjustments made on the records of the Trustee in writing, or and the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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 Depositary or its nominee. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified , in Section 5.2(b)(i) or upon connection with the transfer or exchange of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A)interests, the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5as hereinafter provided. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. (a) With respect to Notes issuable as or represented by, Each Global Note issued under this Agreement shall be registered in whole or in part, one or more Global Notes, the Issuer shall cause to be kept by and at the principal office name of the Trustee in VancouverDepositary for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, shall constitute a single Note for such Global Note) and particulars all purposes of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notesthis Agreement. (b) Notwithstanding any other provision in this Agreement, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of this Indenture, a Global Note in whole or in part may not be transferred by registered, in the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes name of any series shall be issued to Beneficial Holders except in Person other than the following circumstances Depositary for such Global Note or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: nominee thereof unless (i) Definitive Notes may be issued to Beneficial Holders at any time after: such Depositary (A) has notified the Issuer has determined Note Holders that CDS (1) it is unwilling or unable to continue as Depository Depositary for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, Note or (B) by has ceased to be a Depository clearing agency registered as such under the Exchange Act, and in either case the Depositor fails 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 appoint a successor Depository Depositary within 90 days or its nominee(ii) the Depositor executes and delivers to Table of Contents the Trustee a letter of instruction and authorization substantially in the form of Exhibit D stating that it elects to cause the issuance of the Notes in certificated form and that all Global Notes shall be exchanged in whole for Notes that are not Global Notes (in which case such exchange shall be effected by the Trustee). (c) Upon the termination If any Global Note is to be exchanged for other Notes or canceled in whole, it shall be surrendered by or on behalf of the book-entry only registration system Depositary or its nominee to the Trustee, as Note Registrar, for exchange or cancellation as provided in this Article Four. If any Global Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article Four or (ii) the Participated Principal Amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the Participated Principal Amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the occurrence of one records of the conditions specified in Section 5.2(b)(i) or upon Trustee, as Note Registrar, whereupon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A)Trustee, the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafterApplicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note, the registration Trustee shall, as otherwise provided in this Article Four, deliver any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the instruction of the Depositor, and transfer registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Depositor shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Four if such Notes will be governed by Section 5.1 order, direction or request is given or made in accordance with the Applicable Procedures, and the remaining provisions Trustee shall have no liability to any party in connection therewith except to the extent of this Article 5its own gross negligence or willful misconduct. (d) It is expressly acknowledged that Every Note delivered upon registration of transfer of, or in exchange for or in lieu of, a transfer of beneficial ownership in a Global Note of or any series issuable portion thereof, whether pursuant to this Article Four or otherwise, shall be delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or represented by a nominee thereof. (e) The Depositary or its nominee, as registered owner of a Global Note, shall be the Note Holder of such Global Note for all purposes under this Agreement and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Note will be shown only on, and the transfer of such interest shall be effected only (a) with respect to the interests of participants in the Depository (“Participants”)through, through records maintained by the Depository Depositary or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participantits Agent Members.

Global Notes. The Initial Notes are being offered and sold by the Issuer pursuant to a Purchase Agreement, dated November 15, 2015, among the Issuer, the Guarantors and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC. The Initial Notes and any Additional Notes (aif issued as Restricted Notes) With respect (the “Additional Restricted Notes”) shall be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Notes issuable as or represented byand Additional Restricted Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in whole or each case, in part, accordance with the procedure described herein. Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Notes and Additional Restricted Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued in the form of a permanent Global NotesNote substantially in the form of Annex A, including appropriate legends as set forth in Section 302 (the “Rule 144A Global Note”), duly executed by the Issuer shall cause and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be kept represented by and at the a single certificate. The aggregate principal office amount of the Trustee in Vancouver, British Columbia Rule 144A Global Note may from time to time be increased or decreased by such other Registrar as adjustments made on the Issuer, with the approval records of the Trustee, may appoint at as Securities Custodian, as hereinafter provided. Initial Notes and any Additional Restricted Notes offered and sold outside the United States of America (the “Regulation S Notes”) in reliance on Regulation S shall initially be issued in the form of a permanent Global Note substantially in the form of Annex A, including appropriate legends as set forth in Section 302 (the “Regulation S Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian, for credit to the respective accounts of the purchasers (or to such other place accounts as they may direct) at Euroclear Bank SA/NV, as operator of the Euroclear system (“Euroclear”) or placesClearstream Banking, société anonyme (“Clearstream”). Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Regulation S Global Note may only be held through Euroclear and Clearstream, and may only be transferred to Non-U.S. Persons pursuant to Regulation S, unless exchanged for interests in another Global Note in accordance with the transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note after the Restricted Period through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if anythey are participants in such systems, as or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Issuer applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, shall hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may designate with be represented by more than one certificate, if so required by DTC’s rules regarding the approval maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, a register as Securities Custodian, as hereinafter provided. Initial Notes and Additional Restricted Notes resold to IAIs (the “Institutional Accredited Investor Notes”) in which the United States of America shall be entered issued in the name and address form of the Holder of each such a permanent Global Note substantially in the form of Annex A including appropriate legends as set forth in Section 302 (being the Depository, or its nominee, for such “Institutional Accredited Investor Global Note) ”), duly executed by the Issuer and particulars of authenticated by the Global Note held by itTrustee as herein provided and deposited upon issuance with the Trustee, and of all transfers thereofas Securities Custodian. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a The Institutional Accredited Investor Global Note may not be transferred represented by more than one certificate, if so required by DTC’s rules regarding the Holder thereof and, accordingly, subject maximum principal amount to Section 5.6, no Definitive Notes be represented by a single certificate. The aggregate principal amount of any series shall the Institutional Accredited Investor Global Note may from time to time be issued to Beneficial Holders except in increased or decreased by adjustments made on the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution records of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive as Securities Custodian, as hereinafter provided. Exchange Notes may exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes shall be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregateform of a permanent Global Note, not less than 51% substantially in the form of Annex A, including appropriate legends as set forth in Section 302 (the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing“Exchange Global Note”), through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined duly executed by the Issuer and Counselauthenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a as Securities Custodian. The Exchange Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the single certificate. The Rule 144A Global Note, and (b) with respect to interests of Persons other than Participantsthe Regulation S Global Note, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a the Institutional Accredited Investor Global Note may do so only through a Participantand the Exchange Global Note are sometimes collectively herein referred to as the “Global Notes.”

Global Notes. (ai) With respect Each Global Note will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereof, will bear the DTC Legend. (ii) Each Global Note will be delivered to Notes issuable the Trustee as or represented bycustodian for the Depositary. Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, in whole or but not in part, one to the Depositary, its successors or more their respective nominees, except (A) as set forth in paragraph (b)(iv) of this Section and (B) transfers of portions thereof in the form of Certificated Notes may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in the compliance with this Section and Section 2.06. (iii) Agent Members will have no rights under the Indenture with respect to any Global NotesNote held on their behalf by the Depositary, and the Depositary may be treated by the Company, the Issuer shall cause to be kept by Trustee and at the principal office any agent of the Company or the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the name absolute owner and address of the Holder of each such Global Note (being for all purposes whatsoever. Notwithstanding the Depositoryforegoing, the Depositary or its nomineenominee may grant proxies and otherwise authorize any person (including any Agent Member and any Person that holds a beneficial interest in a Global Note through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Notes, for such Global Note) and particulars nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the Global Note held by it, and rights of all transfers thereof. If a holder of any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notessecurity. (biv) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: If (i) Definitive Notes may be issued to Beneficial Holders at any time after: (Ax) the Issuer has determined that CDS Depositary (1) notifies the Company that it is unwilling or unable to continue as Depository Depositary for a Global Notes, Note and a successor depositary is not appointed by the Company within 90 days of the notice or (2) ceases to be eligible has ceased to be a Depositoryclearing agency registered under the Exchange Act, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (By) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in and the aggregate, not less than 51% of Trustee has received a request from the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and CounselDepositary, or (Bz) by a Depository the Company, at its option, notifies the Trustee in writing that it elects to a nominee cause the issuance 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A)Certificated Notes, the Trustee shall notify all Beneficial Holders, through will promptly exchange each beneficial interest in the Depository, Global Note for one or more Certificated Notes in authorized denominations having an equal aggregate principal amount registered in the name of the availability owner of Definitive Notes for such series. Upon surrender beneficial interest, as identified to the Trustee by the Depository of Depositary, and thereupon the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to deemed canceled. Each Certificated Note issued in exchange therefor will bear the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a ParticipantRestricted Legend.

Global Notes. (a) With respect to Notes issuable as or represented by, in whole or in part, one or more Global Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 0 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; (C) the Note is to be authenticated to or for the account or benefit of a U.S. Holder, in which case, the Definitive Note shall contain the U.S. Legend set forth in Section 2.3(h), if applicable; or (CD) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less more than 5150% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable lawApplicable Law, as determined by the Issuer and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 0 and the remaining provisions of this Article 54. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. (a) With respect to Rule 144A Notes issuable as or represented by, shall be issued initially in whole or in part, the form of one or more Global Notespermanent global Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, for such “Rule 144A Global Note”) and particulars of the Global Note held by it, and of all transfers thereof. If any Regulation S Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except initially in the following circumstances form of one or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global more global Notes, or numbered RS-1 upward (2) ceases to be eligible to be a Depositorycollectively, andthe “Regulation S Global Note”), in each case without interest coupons and bearing the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes Legend and has communicated such determination or requirement to the Trustee in writingRestricted Notes Legend, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% which shall be deposited on behalf of the aggregate outstanding principal amount purchasers of the Notes represented thereby with the Custodian, and registered in the name of the affected series advise the Depository in writing, through the Participants, that the continuation Depositary or a nominee of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable lawDepositary, as determined duly executed by the Issuer and Counselauthenticated by the Trustee as provided in the Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Depositary or (B) by a Depository to a nominee of such Depositorythe Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or by any Note without 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. (c) Upon Restricted Notes Legend until the termination expiration of the book-entry only registration system on Distribution Compliance Period. The Rule 144A Global Note, the occurrence of one IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the conditions outstanding Notes as shall be specified in Section 5.2(b)(i) the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or upon the transfer increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to a Person other than a Depository reflect the amount of any increase or a nominee thereof decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender instructions given by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders Holder thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed as required by Section 5.1 and the remaining provisions 2.06 of this Article 5. (dIndenture and Section 2.2(c) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.this Appendix A.

Global Notes. (a) With respect to Any Notes issuable as that are no longer part of Corporate Units will be issued initially in the form of one or represented bymore Registered Global Securities (the "Global Notes") registered in the name of the Depositary or its nominee. Unless and until they are exchanged for the Notes in registered form, such Global Notes may be transferred, in whole or but not in part, one only to the Clearing Agency or more Global Notes, the Issuer shall cause to be kept by and at the principal office a nominee of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the DepositoryClearing Agency, or its nominee, for such Global Note) and particulars of to a successor Clearing Agency selected or approved by the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect Company or to registrations and transfers a nominee of such Notessuccessor Clearing Agency. (b) Notwithstanding If at any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: time (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined Clearing Agency notifies the Company that CDS (1) it is unwilling or unable to continue as Depository a Clearing Agency for the Global NotesNotes and no successor Clearing Agency shall have been appointed within 90 days after such notification, or (2ii) the Clearing Agency ceases to be eligible a clearing agency registered under the Exchange Act at any time the Clearing Agency is required to be a Depositoryso registered to act as such Clearing Agency and no successor Clearing Agency shall have been appointed within 90 days after the Company becoming aware of the Clearing Agency's ceasing to be so registered, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (Biii) the Issuer has determinedCompany, in its sole discretion, or is required by law, to terminate determines that the book-entry only registration system in respect of such Global Notes shall be so exchangeable or (iv) there shall have occurred and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that be continuing an Event of Default has occurred Default, the Company will execute, and is continuing with respect subject to Article Two of the Base Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Notes issued as Global Notes, provided that Beneficial Holders representingin definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes exchange for such seriesGlobal Note. Upon surrender by the Depository exchange of the Global Note for such Notes in respect of any series definitive registered form without coupons, in authorized denominations, the Global Note shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be registered in such names and receipt of new registration in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Depository, the Trustee. The Trustee shall deliver the Definitive Notes of such series Securities to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect Clearing Agency for delivery to the interests of participants Persons in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who whose names such Securities are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participantregistered.

Global Notes. (a) With respect to Notes issuable as or represented by, Each Global Note authenticated under this Indenture shall be registered in whole or in part, one or more Global Notes, the Issuer shall cause to be kept by and at the principal office name of the Trustee in VancouverDepositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, shall constitute a single Note for such Global Note) and particulars all purposes of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notesthis Indenture. (b) Notwithstanding any other provision of in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may not be transferred by registered, in the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes name of any series shall be issued to Beneficial Holders except in Person other than the following circumstances Depositary for such Global Note or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: nominee thereof unless (i) Definitive Notes may be issued to Beneficial Holders at any time after: such Depositary (A) has notified the Issuer has determined Company that CDS (1) it is unwilling or unable to continue as Depository Depositary for such Global NotesNote or (B) has ceased to be a clearing agency registered as such under the Exchange Act, or (2ii) ceases there shall have occurred and be continuing an Event of Default with respect to be eligible to be a Depositorysuch Global Note, and, in each the case of both (i) and (ii), the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes Company executes and has communicated such determination or requirement delivers to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined a Company Order stating that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) all Global Notes may shall be transferred exchanged in whole for Notes that are not Global Notes (A) if in which case such transfer is required by applicable law, as determined exchange shall be effected by the Issuer and Counsel, or (B) 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 nomineeTrustee). (c) Upon the termination If any Global Note is to be exchanged for other Notes or cancelled in whole, it shall be surrendered by or on behalf of the bookDepositary or its nominee to the Trustee, as Co-entry only registration system Registrar, for exchange or cancellation as provided in this Article Three. If any Global Note is to be exchanged for other Notes or cancelled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the occurrence of one records of the conditions specified in Section 5.2(b)(i) or upon Trustee, as Co-Registrar, whereupon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A)Trustee, the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafterApplicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note, the registration Trustee shall, subject to Section 3.5(b) and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of as otherwise provided in this Article 5Three, authenticate and deliver any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures. (d) It is expressly acknowledged that Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a transfer of beneficial ownership in a Global Note of or any series issuable portion thereof, whether pursuant to this Article Three, Section 9.5, Section 11.4(1) or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or represented by a nominee thereof. (e) The Depositary or its nominee, as registered owner of a Global Note, shall be the Holder of such Global Note for all purposes under this Indenture and the Notes, and owners of beneficial interests in a Global Note will shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and the transfer of such interest shall be effected only (a) with respect to the interests of participants in the Depository (“Participants”)through, through records maintained by the Depository Depositary or its nominee for or its Agent Members; provided, however, that, notwithstanding the foregoing, a beneficial owner of a Global NoteNote shall have the right (i) to obtain evidence of its beneficial ownership interest in a Global Note in accordance with section 129 of the Argentine Capital Markets Law, from any securities clearing service or collective deposit system, including DTC, Euroclear, Clearstream and Luxembourg, as applicable, and (bii) with such evidence to pursue remedies against the Company and assert rights in a legal action brought in Argentina under Argentine law in respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer its beneficial ownership of or other interest in Notes represented by such a Global Note may do so only through a Participant(including the right to initiate summary proceedings (acción ejecutiva) in Argentina in the manner provided by the Argentine Negotiable Obligations Law with respect thereto), and for such purposes such beneficial owner shall be treated as the owner of that portion of the Global Note which represents its beneficial ownership interest therein.

Global Notes. The Notes will be issued initially in the form of one or more global securities (a) With respect the “Global Notes”), without interest coupons, registered in the name of The Depository Trust Company or such other Clearing Agency as the Corporation may from time to time designate or its nominee. Unless and until they are exchanged for Notes issuable in definitive registered form as or represented bydescribed below, such Global Notes may be transferred, in whole or but not in part, one only to the Clearing Agency or more Global Notes, the Issuer shall cause to be kept by and at the principal office a nominee of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the DepositoryClearing Agency, or its nominee, for to a successor Clearing Agency selected or approved by the Corporation or to a nominee of such Global Note) and particulars of the Global Note held by it, and of all transfers thereofsuccessor Clearing Agency. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined Clearing Agency notifies the Corporation that CDS (1) it is unwilling or unable to continue as Depository a Clearing Agency for the Global NotesNotes and no successor Clearing Agency shall have been appointed within 90 days after such notification, or (2ii) the Clearing Agency at any time ceases to be eligible a clearing agency registered under the Exchange Act at any time the Clearing Agency is required to be a Depositoryso registered to act as such Clearing Agency and no successor Clearing Agency shall have been appointed within 90 days after the Corporation’s becoming aware of the Clearing Agency’s ceasing to be so registered, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (Biii) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global the Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (Biv) by a Depository the Corporation, in its sole discretion, determines that the Global Notes shall be so exchangeable, the Corporation will execute, and, subject to a nominee Article II of such Depositorythe Original Indenture, or by a nominee the Trustee, upon receipt of a Depository written order therefor, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository principal amount of the Global Notes in respect exchange for such Global Notes. Upon exchange of any series the Global Notes for such Notes in definitive registered form without coupons, in authorized denominations, the Global Notes shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Notes shall be registered in such names and receipt of new registration in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Depository, the Trustee. The Trustee shall deliver the Definitive such Notes of such series to the Beneficial Holders thereof Clearing Agency for delivery to the Persons in accordance with the new registration instructions and thereafter, the registration and transfer of whose names such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5are so registered. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. (a) With respect The 7-Year Dollar Notes and the 10-Year Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Dollar U.S. Global Notes, which shall be deposited with the Dollar Depositary on behalf of the purchasers of the Dollar Notes issuable represented thereby, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Dollar International Global Notes of the same series, which shall be deposited with the Dollar Depositary on behalf of the purchasers of the Dollar Notes represented bythereby, in whole or in partduly executed by the Company and authenticated by the Trustee as hereinafter provided. If and when permitted under the Securities Act, one or more Dollar Unrestricted Global Notes, the Issuer Notes shall cause be issued from time to be kept by and at the principal office time in exchange for Dollar Restricted Global Notes of the Trustee same series representing a corresponding aggregate principal amount of Dollar Notes in Vancouver, British Columbia or by such other Registrar as the Issuer, accordance with the approval provisions of this Article II and shall be deposited with the Dollar Depositary on behalf of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval Holders of the TrusteeDollar Notes represented thereby, a register duly executed by the Company and authenticated by the Trustee as hereinafter provided. Sterling Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one Sterling U.S. Global Note, which shall be entered deposited with the name and address Common Depositary on behalf of the Holder purchasers of each such Global Note (being the DepositorySterling Notes represented thereby, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred duly executed by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Company and authenticated by the Trustee as hereinafter provided. Sterling Notes of any series offered and sold in reliance on Regulation S shall be issued to Beneficial Holders except initially in the following circumstances or as otherwise specified in any Supplemental Indentureform of one Sterling International Global Note, a resolution which shall be deposited with the Common Depositary on behalf of the Trusteepurchasers of the Sterling Notes represented thereby, a Board Resolution duly executed by the Company and authenticated by the Trustee as hereinafter provided. If and when permitted under the Securities Act, one or an Officers’ Certificate: (i) Definitive more Sterling Unrestricted Global Notes may be issued from time to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository in exchange for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Sterling Restricted Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the representing a corresponding aggregate outstanding principal amount of Sterling Notes in accordance with the Notes provisions of this Article II and shall be deposited with the Common Depositary on behalf of the affected series advise the Depository in writing, through the Participants, that the continuation Holders of the book-entry only registration system for Sterling Notes represented thereby, duly executed by the Notes of such series is no longer Company and authenticated by the Trustee as hereinafter provided. Except as set forth in their best interests; and (iiSection 2.07(a) hereof, the Dollar Global Notes may be transferred (A) if such transfer is required by applicable lawtransferred, as determined by the Issuer in whole and Counselnot in part, or (B) by a Depository only to a nominee successor of such Depository, or by a nominee of a Depository to such Depository, or to another nominee of such Depository, or by a Depository the Dollar Depositary or its nominee and the Sterling Global Notes may be transferred, in whole and not in part, only to a successor Depository or its nominee. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A)Sterling Depositaries, the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5Common Depositary or their respective nominees. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. (a) With respect to Unless and until it is exchanged for the Notes issuable as or represented by, in whole or in partregistered form, one or more global Notes in principal amount equal to the aggregate principal amount of all outstanding Notes ("Global Notes") may be transferred, in whole but not in part, only to the Issuer shall cause to be kept by and at the principal office Depositary or a nominee of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the DepositoryDepositary, or its nominee, for such Global Note) and particulars of to a successor Depositary selected or approved by the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect Company or to registrations and transfers a nominee of such Notessuccessor Depositary. (b) Notwithstanding If at any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined Depositary notifies the Company that CDS (1) it is unwilling or unable to continue as Depository a Depositary for the Global NotesNotes and no successor Depositary shall have been appointed within 90 days after such notification, or (2ii) the Depositary at any time ceases to be eligible a clearing agency registered under the Securities Exchange Act of 1934 at any time the Depositary is required to be a Depositoryso registered to act as such Depositary and no successor Depositary shall have been appointed within 90 days after the Company's becoming aware of the Depositary's ceasing to be so registered, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (Biii) the Issuer has determinedCompany, in its sole discretion, or is required by law, to terminate determines that the book-entry only registration system in respect of such Global Notes shall be so exchangeable or (iv) there shall have occurred and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that be continuing an Event of Default has occurred Default, the Company will execute, and is continuing with respect subject to Article Five of the Base Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Notes issued as Global Notes, provided that Beneficial Holders representingin definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes exchange for such seriesGlobal Note. Upon surrender by the Depository exchange of the Global Note for such Notes in respect of any series definitive registered form without coupons, in authorized denominations, the Global Note shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be registered in such names and receipt of new registration in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Depository, the Trustee. The Trustee shall deliver the Definitive Notes of such series Securities to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect Depositary for delivery to the interests of participants Persons in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who whose names such Securities are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participantregistered.

Global Notes. (a) With respect Notes offered and sold to Notes issuable as or represented by, QIBs in whole or reliance on Rule 144A shall be issued initially in part, one or more the form of Rule 144A Global Notes, which shall be deposited on behalf of the Issuer shall cause purchasers of the Notes represented thereby with a custodian of the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by Holdings and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be kept increased or decreased by and at adjustments made on the principal office records of the Trustee and the Depositary or its nominee as hereinafter provided. Notes offered and sold in Vancouverreliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, British Columbia or by such other Registrar as which shall be deposited on behalf of the Issuer, purchasers of the Notes represented thereby with the approval of the Trustee, may appoint at such other place or placesas custodian for the Depositary, if any, as and registered in the Issuer may designate with the approval name of the TrusteeDepositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel, a register duly executed by Holdings and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in which Regulation S) shall be entered terminated upon the name receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and address Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the Holder aggregate principal amount of each such the Regulation S Temporary Global Note (being except to the Depositoryextent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.6(a)(ii) hereof), and (ii) an Officers' Certificate from Holdings certifying as to the same matters covered in clause (i) above. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Notes and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, for as the case may be, in connection with transfers of interest as hereinafter provided. Each Global Note shall represent such Global Note) and particulars of the Global Note held by itoutstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, and of all transfers thereof. If any Notes are at any time not Global Notesas appropriate, the provisions of Section 5.1 shall govern with respect to registrations reflect exchanges, redemptions and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer . Any endorsement of a Global Note to a Person other than a Depository reflect the amount of any increase or a nominee thereof decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender instructions given by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders Holder thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed as required by Section 5.1 and the remaining provisions of this Article 52.6 hereof. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. (a) With respect to Any Notes issuable as or represented by, that are no longer part of New PEPS Units will be issued initially in whole or in part, the form of one or more Global Notes (the "Global Notes, ") registered in the Issuer shall cause to be kept by and at the principal office name of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, Depositary or its nominee. Unless and until they are exchanged for Notes in definitive registered form, for such Global Note) and particulars Notes may be transferred, in whole but not in part, only to the Clearing Agency or a nominee of the Global Note held Clearing Agency, or to a successor Clearing Agency selected or approved by it, and the Corporation or to a nominee of all transfers thereofsuch successor Clearing Agency. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined Depositary notifies the Corporation that CDS (1) it is unwilling or unable to continue as Depository Depositary for the Global NotesNotes and no successor Depositary has been appointed within 90 days after this notice, (ii) the Depositary at any time ceases to be a Clearing Agency registered under the Exchange Act when the Depositary is required to be so registered to act as the Depositary and no successor Depositary has been appointed within 90 days after the Corporation learns that the Depositary has ceased to be so registered, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (Biii) the Issuer has determinedCorporation, in its sole discretion, or is required determines that it will no longer have the Notes represented by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representingthe Corporation will execute, and subject to Article Three of the Original Indenture, the Trustee, upon receipt of a Company Order therefor, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the aggregate, not less than 51% of the aggregate outstanding principal amount of the Global Note or Notes in exchange for such Global Senior or Notes. Upon exchange of the affected series advise Global Note or Notes for such Notes in definitive registered form without coupons, in authorized denominations, the Depository Global Note or Notes shall be cancelled by the Trustee. Such Notes in writingdefinitive registered form issued in exchange for the Global Note or Notes shall be registered in such names and in such authorized denominations as the Clearing Agency, through pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Participants, that Trustee. The Trustee shall deliver such Securities to the continuation Clearing Agency for delivery to the Persons in whose names such Securities are so registered. None of the book-entry only registration system for Corporation, the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable lawGuarantor, as determined by the Issuer and Counsel, Trustee or (B) 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. (c) Upon the termination any agent of the book-entry only registration system on Corporation, the occurrence of one Guarantor or the Trustee will have any responsibility or liability for any aspect of the conditions specified in Section 5.2(b)(i) records relating to or upon the transfer payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participantinterest.

Global Notes. (a) With respect to Notes issuable as or represented by, offered and sold in whole or reliance on Rule 144A shall be issued initially in part, the form of one or more Global Notes, substantially in the Issuer shall cause to be kept by form of Exhibits A and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note B attached hereto (being the Depository, or its nominee, for such Global Note) and particulars of including the Global Note held by it, Legend thereon and the "Schedule of all transfers thereofExchanges of Interests in the Global Note" attached thereto). If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Each Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of represent such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of the affected series advise the Depository in writing, through the Participants, Outstanding Notes from time to time endorsed thereon and that the continuation aggregate principal amount of the book-entry only registration system for the Outstanding Notes of such series is no longer in their best interests; and (ii) Global Notes represented thereby may from time to time be transferred (A) if such transfer is required by applicable lawreduced or increased, as determined by the Issuer appropriate, to reflect exchanges and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer redemptions. Any endorsement of a Global Note to a Person other than a Depository reflect the amount of any increase or a nominee thereof decrease in the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 5.2(b)(i)(A)204 hereof. Each Global Note (i) shall be registered, in the Trustee shall notify all Beneficial Holders, through the Depository, name of the availability of Definitive Notes Depositary designated for such series. Upon surrender by Global Note pursuant to Section 204, or in the Depository name of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes a nominee of such series to the Beneficial Holders thereof in accordance Depositary, (ii) shall be deposited with the new registration instructions Trustee, as Custodian for the Depositary, and thereafter(iii) shall bear a legend substantially as follows: "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, the registration and transfer of such Notes will be governed by THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY." Each Depositary designated pursuant to Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by 204 for a Global Note will must, at the time of its designation and at all times while it serves as Depositary, be effected only (a) with respect to a clearing agency registered under the interests of participants in the Depository (“Participants”), through records maintained by the Depository Exchange Act and any other applicable statute or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participantregulation.

Global Notes. (a) With respect Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each will provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes issuable represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and payments of PIK Interest. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented bythereby will be made by the Trustee or the Notes Custodian, in whole or in part, one or more Global Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.2 hereof or by the Company as provided for in Section 2.03(e) of the Indenture. Members of, or direct or indirect participants in, the Depository, Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Notes. The Depository may appoint at such be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other place authorization furnished by the Depository or placesimpair, if anyas between the Depository, Euroclear or Clearstream, as the Issuer case may designate with be, and their respective Agent Members, the approval operation of customary practices governing the exercise of the Trustee, rights of a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global any Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision Transfers of this IndentureGlobal Notes shall be limited to transfers in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository, Euroclear or Clearstream, as the case may be, and the provisions of Section 2.2. In addition, a Global Note may not shall be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no exchangeable for Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: if (i) Definitive Notes may be issued to Beneficial Holders at any time after: the Depository (Ax) notifies the Issuer has determined Company that CDS (1) it is unwilling or unable to continue as Depository depository for such Global NotesNote and the Company thereupon fails to appoint a successor depository or (y) has ceased to be a clearing agency registered under the Exchange Act and a successor depository is not appointed, or (2ii) ceases to there shall have occurred and be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that continuing an Event of Default has occurred and is continuing with respect to such Global Note. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued as Global Notesin any approved denominations, provided that Beneficial Holders representingrequested in writing by or on behalf of the Depository, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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 accordance with its nominee to a successor Depository or its nomineecustomary procedures. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon In connection with the transfer of a Global Note as an entirety to a Person other than a Depository or a nominee thereof in accordance with beneficial owners pursuant to Section 5.2(b)(i)(A2.1(a), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall notify all Beneficial Holdersauthenticate and make available for delivery, through to each beneficial owner identified by the DepositoryDepository in writing in exchange for its beneficial interest in such Global Note, of the availability an equal aggregate principal amount of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5authorized denominations. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note The Holder of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a ParticipantHolder is entitled to take under this Indenture or the Notes.

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form, numbered RA-1 upward (acollectively, the “Rule 144A Global Note”) With respect to and Regulation S Notes issuable as or represented by, shall be issued initially in whole or in part, the form of one or more Global Notes, numbered RS-1 upward (collectively, the Issuer “Regulation S Global Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall cause to be kept deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. One or more Global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”) shall also be issued at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval request of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate deposited with the approval Notes Custodian, and registered in the name of the TrusteeDepositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a register in which “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be entered specified in the name and address “Schedule of Exchanges of Interests in the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) ” attached thereto and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 each shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series provide that it shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of represent the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, from time to time endorsed thereon and that the continuation aggregate principal amount of the book-entry only registration system for the outstanding Notes of such series is no longer in their best interests; and (ii) Global Notes represented thereby may from time to time be transferred (A) if such transfer is required by applicable lawreduced or increased, as determined by the Issuer applicable, to reflect exchanges and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer redemptions. Any endorsement of a Global Note to a Person other than a Depository reflect the amount of any increase or a nominee thereof decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender instructions given by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders Holder thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed as required by Section 5.1 and the remaining provisions 2.2(b) of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.Appendix A.

Global Notes. (ai) With respect to Notes issuable as or represented by, in whole or in part, Promptly following the date (the “Free Trade Date”) that is one or more Global year after the Issue Date of any Option Notes, the Issuer Company shall cause effect an exchange of every beneficial interest in each Global Note bearing the Restricted Notes Legend for beneficial interests in Global Notes that do not bear any Restricted Notes Legend. To effect such mandatory exchange, the Company will (A) deliver to be kept by the Depositary (with a copy to the Trustee) an instruction letter for the Depositary’s mandatory exchange process at least 15 days prior to the Free Trade Date, and at the principal office (B) deliver to each of the Trustee in Vancouver, British Columbia and the Registrar an executed Free Transferability Certificate on or by promptly after the Free Trade Date. The date on which the Trustee shall have received such other Registrar Free Transferability Certificate will be known as the Issuer, with the approval “Resale Restriction Termination Date.” (ii) Immediately upon receipt of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval Free Transferability Certificate by each of the TrusteeTrustee and the Registrar, a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling Restricted Notes Legend will be deemed automatically removed from each Global Note identified in the Free Transferability Certificate without further action on the part of the Company, the Holders, the Trustee, the Registrar or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; any other party; and (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of restrictive CUSIP number identifying such Global Note shall be deemed automatically removed and replaced with an unrestricted CUSIP number. (iii) Prior to the Company’s delivery of the Free Transferability Certificate and afterwards, the Company and the Trustee will comply with the Applicable Procedures and the Company shall use reasonable efforts to cause each Global Note that is not required to bear the Restricted Notes and has communicated such determination or requirement Legend to be identified by an unrestricted CUSIP number in the facilities of the Depositary by the date the Free Transferability Certificate is delivered to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5Registrar or as promptly as possible thereafter. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. (aThis Section 4(c) With respect shall apply only to Global Notes issuable as or represented by, deposited with a Depositary unless otherwise provided in whole or in part, one or more Global Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereofAuthorization. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this IndentureAgreement or the Notes, a no Global Note may not be transferred by the Holder thereof andto, accordingly, subject to Section 5.6, no Definitive or registered or exchanged for Notes of any series shall be issued to Beneficial Holders except registered in the following circumstances name of, any person other than the Depositary with respect to such Global Note or as otherwise specified in any Supplemental Indenturenominee thereof, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes and no such transfer may be issued registered, unless (x) the Depositary with respect to Beneficial Holders at any time after: such Global Note (A) notifies the Issuer has determined Bank that CDS (1) it is unwilling or unable to continue as Depository Depositary for such Global Notes, Note or (2B) ceases to be eligible a clearing agency registered under the Securities Exchange Act of 1934, as amended, (y) the Bank delivers to the Fiscal Agent a written notice executed by a duly authorized officer of the Bank that such Global Note shall be exchangeable for definitive Notes or (z) the Bank shall fail to make any payment of principal of, or any interest or additional amount on, the Notes when due. If the beneficial owners of interests in a Global Note are entitled to exchange interests for definitive Notes in registered form, as provided in the preceding paragraph, then without unnecessary delay, but in any event not later than the earliest date on which such interests may be so exchanged, the Bank shall execute and deliver to the Fiscal Agent definitive registered Notes in an aggregate principal amount equal to the principal amount of such Global Note. On or after the earliest date on which such interests may be so exchanged, such Global Note shall be surrendered by the Depositary to the Fiscal Agent, as the Bank's agent for such purpose, to be a Depository, andexchanged, in each case whole or from time to time in part, for definitive registered Notes without charge and the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determinedFiscal Agent shall authenticate and deliver, in its sole discretionexchange for each portion of such Global Note, an equal aggregate principal amount of definitive registered Notes of authorized denominations as the portion of such Global Note to be exchanged. Any Global Note that is exchangeable pursuant to this Section 4(c) shall be exchangeable for Notes issuable in the denominations specified in Section 1 hereof and registered in such names as the Depositary that is the holder of such Global Note shall direct. If a Note is issued in exchange for any portion of a Global Note after the close of business at the office or is required by lawagency where such exchange occurs on any Regular Record Date (as defined in the Notes) and before the opening of business at such office or agency on the relevant Interest Payment Date (as defined in the Notes), to terminate the book-entry only registration system interest will not be payable on such Interest Payment Date in respect of such Global Notes and has communicated Note, but will be payable on such determination or requirement Interest Payment Date only to the Trustee person to whom interest in writingrespect of such portion of such Global Note is payable. Every Note authenticated and delivered upon registration of transfer of, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counselexchange for, or (B) by a Depository to a nominee of such Depositoryin lieu of, 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof which the restriction set forth in accordance with Section 5.2(b)(i)(A)the second preceding paragraph shall apply shall, except as provided in the Trustee shall notify all Beneficial Holdersimmediately preceding paragraph, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series be authenticated and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable delivered in the form of or represented by of, and shall be, a Global Note will be effected only (a) with respect Note. The Depositary may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a ParticipantNotes.

Global Notes. (aThis Section 2(b) With respect shall apply to any Book-Entry Notes issuable as or represented by, in whole or in part, by one or more Global Notes, Notes that are registered in the name of The Depository Trust Company or another depositary specified by the Issuer shall cause to be kept by and at (the principal office of the Trustee in Vancouver, British Columbia “Depositary”) or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers nominee thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive each Global Note representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and registered in the name of the Depositary or a nominee thereof; (ii) notwithstanding any other provisions of this Agreement or a Global Note, such Global Note shall not be transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. A Global Note may be issued to Beneficial Holders at any time after: exchanged for a Certificated Note in the event that (A) the Depositary has notified the Issuer has determined that CDS (1) it is unwilling or unable to continue as Depository Depositary for the Global Notes, Notes or (2) ceases to be eligible the Depositary has ceased to be a Depository“clearing agency” registered under the Securities Exchange Act of 1934, andas amended (the “Exchange Act”), in each case and a successor depositary is not appointed by the Issuer is unable to locate a qualified successor to its reasonable satisfaction; within sixty (60) days thereafter, (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default (as defined in the Notes) has occurred and is continuing with respect to the Notes or (C) the Issuer, in its sole discretion, determines that all of the Book-Entry Notes shall no longer be represented by Global Notes. Any Global Note exchanged pursuant to clause (A) or (C) above shall be so exchanged in whole but not in part, while any Global Note exchanged pursuant to clause (B) above may be exchanged in whole or from time to time in part as directed by the Depositary; (iii) Notes issued in exchange for a Global Note or any portion thereof shall be issued as Global Certificated Notes, provided without interest coupons, shall have an aggregate principal amount equal to that Beneficial Holders representingof such Global Note or portion thereof to be so exchanged and shall be registered in such names and be in such authorized denominations as the Depositary or an authorized representative thereof shall designate. If a Global Note to be exchanged in whole is not then held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, such Global Note shall be surrendered by the Depositary to the Corporate Trust Office of the Issuing and Paying Agent located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Corporate Trust Office”), to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange by the Depositary or, if the Issuing and Paying Agent is acting as custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Issuing and Paying Agent. Upon any such surrender or adjustment, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative (as defined in Section 3) of the Issuer, the Issuing and Paying Agent shall authenticate and deliver, each Certificated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof and, in the aggregatecase of such surrender, not less than 51% the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the aggregate outstanding Issuer the Issuing and Paying Agent shall authenticate and deliver, a new Global Note on behalf of the Depositary for the remaining principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best intereststhereof; and (iiiv) neither any members of, or participants in, the Depositary (“Participants”) nor any other persons on whose behalf Participants may act shall have any rights under this Agreement with respect to any Global Notes Note registered in the name of the Depositary or any nominee thereof, or under any such Global Note, and the Depositary or such nominee, as the case may be, may be transferred (A) if such transfer is required by applicable law, as determined treated by the Issuer, the Issuing and Paying Agent and any agent of the Issuer or the Issuing and Counsel, or (B) by a Depository to a nominee Paying Agent as the absolute owner and Registered Holder 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A)12(f) hereof. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee shall notify all Beneficial Holders, through the Depository, Issuing and Paying Agent or any agent of the availability of Definitive Notes for such series. Upon surrender Issuer or the Issuing and Paying Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Participants and any other person on whose behalf a Participant may act, the operation of customary practices of such persons governing the exercise of the Global Notes in respect rights of any series and receipt a Registered Holder of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. Notes offered and sold in connection with the Offering by the Initial Purchaser to (ai) With respect to Notes issuable as or represented byQIBs in reliance on Rule 144A and (ii) Institutional Accredited Investors who are not QIBs otherwise than in reliance on Regulation S, shall be issued initially in whole or in part, one or more the form of 144A Global Notes, the Issuer which shall cause to be kept by and at the principal office deposited on behalf of the Trustee in Vancouver, British Columbia or by such other Registrar as purchasers of the Issuer, Notes represented thereby with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval custodian of the Trustee, a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars registered in the name of the Global Note held by itDepository or a nominee of the Depository, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred duly executed by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required Company and authenticated by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the hereinafter provided. The aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) 144A Global Notes may from time to time be transferred (A) if such transfer is required increased or decreased by applicable law, as determined by adjustments made on the Issuer and Counsel, or (B) 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. (c) Upon the termination records of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for as hereinafter provided. Notes offered and sold in connection with the Offering by the Initial Purchaser in reliance on Regulation S, if any, shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depository, and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (bii) with respect to an Officers' Certificate from the Company. Following the termination of the 40-day restricted period, beneficial interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may do so only through a Participant.from time

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form, numbered 144A-001 upward (acollectively, the “Rule 144A Global Note”) With respect to and Regulation S Notes issuable as or represented by, shall be issued initially in whole or in part, the form of one or more Global Notes, numbered S-001 upward (collectively, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, for such “Regulation S Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and”), in each case without interest coupons and bearing the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes Legend and has communicated such determination or requirement to the Trustee in writingRestricted Notes Legend, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% which shall be deposited on behalf of the aggregate outstanding principal amount purchasers of the Notes represented thereby with the Custodian, and registered in the name of the affected series advise the Depository in writing, through the Participants, that the continuation Depositary or a nominee of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable lawDepositary, as determined duly executed by the Issuer and Counselauthenticated by the Trustee (or an Authenticating Agent appointed by the Trustee in accordance with the Indenture) as provided in the Indenture. One or more Global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered IAI-001 upward (collectively, the “IAI Global Note”) shall also be issued on the Closing Date, deposited with the Custodian, and registered in the name of the Depositary or (B) by a Depository to a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee (or an Authenticating Agent appointed by the Trustee in accordance with the Indenture) as provided in the Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions outstanding Notes as shall be specified in Section 5.2(b)(i) the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or upon the transfer increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to a Person other than a Depository reflect the amount of any increase or a nominee thereof decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, 2.06 of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series Indenture and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions 2.2(c) of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.Appendix A.

Global Notes. (ai) With respect to Notes issuable as Any Note issued in exchange for a Global Note or represented by, in whole or in part, one or more Global Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which any portion thereof shall be entered a Global Note, provided, however, that any such Note so issued that is registered in the name and address of a Person other than the Holder of each such Global Note (being the Depository, Depositary or its nominee, for such a nominee thereof shall not be a Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may shall not be transferred by exchanged in whole or in part for a Note registered in the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes name of any series shall be issued to Beneficial Holders except in Person other than the following circumstances Depositary or as otherwise specified in any Supplemental Indentureone or more nominees thereof, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate:unless (i1) Definitive Notes may be issued to Beneficial Holders at any time after: the Depositary (A) notifies the Issuer has determined Issuers that CDS (1) it is unwilling or unable to continue as Depository Depositary for such Global NotesNote or (B) ceases to be a clearing agency registered under the Exchange Act, and in either case the Issuers fail to appoint a successor depositary (as described below) or (2) ceases there shall have occurred and be continuing an Event of Default. Any Global Note exchanged pursuant to clause (1) above shall be eligible so exchanged from time to time in whole and not in part and any Global Note exchanged pursuant to clause (2) above may be exchanged from time to time in whole or in part as directed by the Depositary. (ii) The Issuers hereby designate DTC as the Depositary with respect to the Global Notes. If at any time DTC notifies the Issuers that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time DTC has ceased to be a Depository, and, in each case clearing agency registered under the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is Exchange Act if so required by lawapplicable law or regulation, the Issuers shall be entitled to terminate appoint a successor depositary with respect to each Global Note and provide notice to the book-entry only registration system in respect Note Trustee of such appointment. If (x) a successor depositary for such Global Notes and has communicated Note is not appointed by the Issuers within 90 days after the Issuers receive such determination notice or requirement to the Trustee in writingbecome aware of such unwillingness, inability or the book-entry system ceases to exist; or ineligibility, (Cy) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, and the beneficial owners representing a majority in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes represented by such Global Note advise DTC, with a copy to the Note Trustee and the Issuers, to cease acting as depositary for such Global Note or (z) the Issuers, in their sole discretion, determine at any time that all (but not less than all) Outstanding Notes issued or issuable in the form of the affected series a Global Note shall no longer be represented by such Global Note and advise the Depository Note Trustee and DTC of such determination, then the Issuers shall execute, and the Note Trustee shall authenticate and deliver, Notes in writingdefinitive form in an aggregate principal amount equal to the principal amount of such Global Notes. On or after the earliest date on which such interests may be so exchanged as described above, through each Global Note shall be surrendered for exchange by DTC to the ParticipantsNote Trustee; provided, however, that such exchange is subject to the continuation terms of Section 2.1.10(b) herein, (b) Notes issued in exchange for a Global Note or any portion thereof shall be issued in definitive, fully registered form, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the book-entry only registration system Depositary shall designate and shall bear the applicable legends provided for herein. Any Global Note to be exchanged in whole shall be surrendered by the Depositary to the Note Trustee at the Corporate Trust Office to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered or exchanged or, if the Note Trustee is acting as Custodian for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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 Depositary or its nominee with respect to a successor Depository such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Note Trustee. Upon any such surrender or its nomineeadjustment, the Note Trustee shall authenticate and deliver the Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. Any Note delivered in exchange for the Global Note or any portion thereof shall, except as otherwise provided by Section 2.1.10, bear the legend regarding transfer restrictions required by Section 2.1.7. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series Subject to the Beneficial Holders thereof provisions in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed legends required by Section 5.1 2.1.7, a registered Holder may grant proxies and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of otherwise authorize any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”)Person, through records maintained by the Depository or its nominee for the Global Note, including any Agent Member and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders any Person who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other may hold an interest in Notes represented by a Global Note may do so only through a Participantan Agent Member, to take any action that such Holder is entitled to take under this Indenture.

Global Notes. (a) With respect The Dollar Notes offered and sold to Notes issuable as or represented by, QIBs in whole or reliance on Rule 144A shall be issued initially in part, the form of one or more Global Notes, Notes substantially in the Issuer shall cause to be kept by and at the principal office form of the Trustee in Vancouver, British Columbia or by such other Registrar as the IssuerExhibit A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (the approval of the Trustee"Restricted Dollar Global Note"), may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered deposited on behalf of the purchasers of the Dollar Notes represented thereby with the Common Depositary, and registered in the name and address of the Holder of each such Global Note (being the Depository, Common Depositary or its nominee, as the case may be, for such Global Notethe accounts of Euroclear and Clearstream, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) and particulars as hereinafter provided. The aggregate principal amount of the Restricted Dollar Global Note held may from time to time be increased or decreased by itadjustments made by the Registrar on Schedule A to the Restricted Dollar Global Note and recorded in the Security Register, and as hereinafter provided, or, in the case of all transfers thereof. If any Notes are at any time not Global Notesan increase resulting from the payment of PIK Interest, in accordance with the provisions of Section 5.1 shall govern with respect to registrations 2.13 and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Exhibit A-1 hereto. The Dollar Notes of any series offered and sold in reliance on Regulation S shall be issued to Beneficial Holders except initially in the following circumstances form of one or more Global Notes substantially in the form of Exhibit A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise specified in any Supplemental Indenturepermitted herein (the "Regulation S Dollar Global Note"), a resolution which shall be deposited on behalf of the Trusteepurchasers of the Dollar Notes represented thereby with the Common Depositary, a Board Resolution and registered in the name of the Common Depositary or an Officers’ Certificate: (i) Definitive Notes its nominee, as the case may be issued to Beneficial Holders at any time after: (A) be, for the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notesaccounts of Euroclear and Clearstream, or (2) ceases to be eligible to be a Depository, and, in each case duly executed by the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required Issuers and authenticated by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee (or its agent in writing, or the book-entry system ceases to exist; or (Caccordance with Section 2.02) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the hereinafter provided. The aggregate outstanding principal amount of the Regulation S Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Dollar Global Note and recorded in the Security Register, as hereinafter provided, or, in the case of an increase resulting from the payment of PIK Interest, in accordance with the provisions of Section 2.13 and Exhibit A-1 hereto. The Euro Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-2 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the "Restricted Euro Global Note" and, together with the Restricted Dollar Global Note, the "Restricted Global Notes"), which shall be deposited on behalf of the affected series advise the Depository in writing, through the Participants, that the continuation purchasers of the book-entry only registration system for Euro Notes represented thereby with the Notes Common Depositary, and registered in the name of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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 Common Depositary or its nominee. , as the case may be, for the accounts of Euroclear and Clearstream, duly executed by the Issuers and authenticated by the Trustee (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof its agent in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, 2.02) as hereinafter provided. The aggregate principal amount of the availability of Definitive Notes for such series. Upon surrender Restricted Euro Global Note may from time to time be increased or decreased by adjustments made by the Depository Registrar on Schedule A to the Restricted Euro Global Note and recorded in the Security Register, as hereinafter provided, or, in the case of the Global Notes in respect of any series and receipt of new registration instructions an increase resulting from the Depositorypayment of PIK Interest, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership Section 2.13 and Exhibit A-2 hereto. The Euro Notes offered and sold in a Note of any series issuable reliance on Regulation S shall be issued initially in the form of one or represented by a more Global Note will be effected only (a) with respect to the interests of participants Notes substantially in the Depository form of Exhibit A-2 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (“Participants”)the "Regulation S Euro Global Note" and, through records maintained by together with the Depository or its nominee for the Regulation S Dollar Global Note, and (b) with respect to interests the "Regulation S Global Notes"), which shall be deposited on behalf of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership the purchasers of or other interest in the Regulation S Euro Global Notes represented thereby with the Common Depositary, and registered in the name of the Common Depositary or its nominee, as the case may be, for the accounts of Euroclear and Clearstream, duly executed by a the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Euro Global Note may do so only through a Participantfrom time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Euro Global Note and recorded in the Security Register, as hereinafter provided, or, in the case of an increase resulting from the payment of PIK Interest, in accordance with the provisions of Section 2.13 and Exhibit A-2 hereto.

Global Notes. (a) With respect Except as provided in Section 2.01(c), Series A Notes offered and sold to Notes issuable as or represented by, QIBs in whole or reliance on Rule 144A shall be issued initially in part, the form of one or more 144A Global Notes, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interests as hereinafter provided. Series A Notes offered and sold in reliance on Regulation S, if any, shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in one or more Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Issuer Trustee shall cause cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be kept increased or decreased by and at adjustments made on the principal office records of the Trustee in Vancouver, British Columbia or by such other Registrar as and the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, Depository or its nominee, for as the case may be, in connection with transfers of interests as hereinafter provided. Each Global Note shall represent such Global Note) and particulars of the Global Note held by itoutstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, and of all transfers thereof. If any Notes are at any time not Global Notesas appropriate, the provisions of Section 5.1 shall govern with respect to registrations reflect exchanges, redemptions and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer . Any endorsement of a Global Note to a Person other than a Depository reflect the amount of any increase or a nominee thereof decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 5.2(b)(i)(A)2.06 hereof. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Cedel shall be applicable to interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes, the if any, that are held by Participants through Euroclear or Cedel. The Trustee shall have no obligation to notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect Holders of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series procedures or to the Beneficial Holders thereof in accordance monitor or enforce compliance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5same. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. (a) With respect to Rule 144A Notes issuable as or represented by, shall be issued initially in whole or in part, the form of one or more Global Notespermanent global Notes in definitive, fully registered form (collectively, the Issuer shall cause to be kept by “Rule 144A Global Note”), without interest coupons and at bearing the principal office of Global Notes Legend , the Trustee in Vancouver, British Columbia or by such other Registrar Restricted Notes Legend and the OID Legend (as the Issuer, with the approval of the Trustee, may appoint at such other place or placesdefined below), if anyapplicable, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered registered in the name and address of the Holder of each such Global Note (being the Depository, Depositary or its nominee, for such Global Note) and particulars a nominee of the Global Note held Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by it, the Issuers and of all transfers thereof. If any Notes are at any time not Global Notes, authenticated by the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of Trustee as provided in this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive . Regulation S Notes of any series shall be issued to Beneficial Holders except initially in the following circumstances form of one or as otherwise specified in any Supplemental Indenturemore global Notes (the “Regulation S Global Note”), a resolution without interest coupons and bearing the Global Notes Legend, the Restricted Notes Legend and the OID Legend, if applicable, which shall be deposited on behalf of the Trusteepurchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a Board Resolution nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee as provided in this Indenture. One or an Officers’ Certificate: more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend, the Restricted Notes Legend and the OID Legend, if applicable, (icollectively, the “IAI Global Note”) Definitive Notes may shall also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee as provided in this Indenture. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global Note and the Regulation S Global Note are each referred to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable herein as a “Global Note” and are collectively referred to continue herein as Depository for “Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the .” The aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may from time to time be transferred (A) if such transfer is required increased or decreased by applicable law, as determined by adjustments made on the Issuer records of the Trustee and Counsel, or (B) 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 the Depositary or its nominee to a successor Depository or its nominee. (c) Upon the termination of the book-entry only registration system and on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5schedules thereto as hereinafter provided. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. (ai) With respect Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Note or a nominee thereof and delivered to Notes issuable as such Depositary or represented bya nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provisions of this Indenture or the Notes, a Global Note shall not be exchanged in whole or in part, part for a Note registered in the name of any Person other than the Depositary or one or more Global Notesnominees thereof, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, provided that a Global Note may not be transferred exchanged for Notes registered in the names of any Person designated by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except Depositary in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: event that (A) the Issuer Depositary has determined notified the Company that CDS (1) it is unwilling or unable to continue as Depository Depositary for such Global Notes, Note or (2) ceases to be eligible such Depositary has ceased to be a Depository"clearing agency" registered under the Exchange Act, andand a successor Depositary is not appointed by the Company within 90 days, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) to the Issuer has determinedextent permitted by the Depositary, the Company, in its sole discretion, or is required determines at any time that the Notes shall no longer be represented by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated shall inform such determination Depositary of such determination; or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event there is a request by or on behalf of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through accordance with its customary procedures to exchange an interest in the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred for Non-global Notes. Any Global Note exchanged pursuant to clause (A) if above shall be so exchanged in whole and not in part, and any Global Note exchanged pursuant to clause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depositary. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such transfer Note so issued that is required registered in the name of a person other than the Depositary or a nominee thereof shall not be a Global Note. (iii) If any Global Note is to be exchanged for other Notes or canceled in whole, it shall be surrendered by applicable lawor on behalf of the Depositary or its nominee to the Trustee, as determined by the Issuer and CounselNote Registrar, for exchange or cancellation, as provided in this Article 2. If any Global Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, in each case, as provided in Section 2.07, then either (A) such Global Note shall be so surrendered for exchange or cancellation, as provided in this Article 2, or (B) the Original Principal Amount thereof shall be reduced or increased by a Depository an amount equal to a nominee the portion thereof to be so exchanged or canceled, or equal to the Original Principal Amount of such Depositoryother Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or by its authorized representative to make a nominee corresponding adjustment to its records. Upon any such surrender or adjustment of a Depository Global Note, the Trustee shall, subject to Section 2.07(c) and as otherwise provided in this Article 2, authenticate and deliver any Notes issuable in exchange for such DepositoryGlobal Note (or any portion thereof) to or upon the order of, or to another nominee of and registered in such Depositorynames as may be directed by, or by a Depository the Depositary or its nominee authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a successor Depository reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its nomineeauthorized representative which is given or made pursuant to this Article 2 if such order, direction or request is given or made in accordance with the Applicable Procedures. (civ) Upon the termination Every Note authenticated and delivered upon registration of the book-entry only registration system on the occurrence of one of the conditions specified transfer of, or in Section 5.2(b)(i) exchange for or upon the transfer of in lieu of, a Global Note or any portion thereof, whether pursuant to this Article 2 or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Note, unless such Note is registered in the name of a Person other than a Depository the Depositary for such Global Note or a nominee thereof thereof, in accordance with Section 5.2(b)(i)(A)which case such Note shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (v) The Depositary or its nominee, as registered owner of a Global Note, shall be the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes Holder of such series Global Note for all purposes under the Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Beneficial Holders thereof Applicable Procedures. Accordingly, any such owner's beneficial interest in accordance with a Global Note shall be shown only on, and the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will interest shall be effected only (a) with respect to the interests of participants in the Depository (“Participants”)through, through records maintained by the Depository Depositary or its nominee for the Global Note, or its Agent Members and (b) with respect to such owners of beneficial interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participantshall not be considered the owners or holders thereof.

Global Notes. (a) With respect to The Notes issuable as or represented by, shall be issued initially in whole or in part, the form of one or more fully registered Global Securities, which shall be deposited on behalf of the holders of the Notes represented thereby with DTC and registered in the name of Cede & Co., DTC’s nominee, duly executed by the Company, authenticated by the Trustee and with guarantees endorsed thereon as hereinafter provided. The aggregate principal amount of outstanding Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and DTC or its nominee as hereinafter provided. Initial Notes offered and sold by the Company to QIBs in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) thereof shall be issued initially in the form of one or more fully registered Global Notes, duly executed by the Issuer shall cause to be kept Company and authenticated by and at the principal office of the Trustee as hereinafter provided and shall bear the Private Placement Legend (the “Restricted Global Note”). Initial Notes offered and sold by the Company to Non-U.S. Persons in Vancouver, British Columbia or by such other Registrar as offshore transactions in reliance on Regulation S under the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which Securities Act shall be entered issued initially in the name and address form of the Holder of each such Global Note (being the Depository, one or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not more fully registered Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred duly executed by the Holder thereof and, accordingly, subject Company and authenticated by the Trustee as hereinafter provided and shall bear the Regulation S Legend (the “Regulation S Global Note”). Exchange Notes issued pursuant to Section 5.6, no Definitive Notes of any series the Exchange Offer (as defined in the Registration Rights Agreement) shall be issued to Beneficial Holders except initially in the following circumstances form of one or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for more fully registered Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case duly executed by the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required Company and authenticated by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred as hereinafter provided and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is shall bear any legends required by applicable law, but such Global Note need not bear the Private Placement Legend or the Regulation S Legend. Notes issued after the Original Issue Date (as determined defined in the form of Global Note attached hereto as Exhibit A) shall be issued initially in the form of one or more fully registered Global Notes, duly executed by the Issuer Company and Counselauthenticated by the Trustee as hereinafter provided and shall bear any legends required by Section 2.3(c) and any legends required by applicable law. If a beneficial interest in the Restricted Global Note or the Regulation S Global Note is to be transferred after the relevant Resale Restriction Termination Date with respect to such Note, or the Registrar shall reflect on its books and records the date and (A) a decrease in the principal amount of the relevant Global Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Note to be transferred and (B) by a Depository to a nominee of such Depository, or by a nominee an increase in the principal amount of a Depository Global Note that does not bear the Private Placement Legend or the Regulation S Legend in an amount equal to such Depositorythe principal amount of the beneficial interest being so transferred, unless definitive notes shall have been issued in accordance with the next paragraph, in which case the beneficial interest to be transferred shall be issued in the form of one or more fully registered definitive Notes in accordance with the terms hereof. The Global Notes may not be transferred except by DTC, in whole and not in part, to another nominee of such Depository, DTC or by a Depository or its nominee to a successor Depository of DTC or its nominee. (c) Upon . If at any time DTC notifies the termination Company that DTC is unwilling to continue as the Depositary for the Global Notes or ceases to be a clearing agency, or if the Company so elects or if there is an Event of Default under the book-entry only registration system on Notes, then the occurrence of one of Company shall execute, and the conditions specified in Section 5.2(b)(i) or Trustee shall, upon the transfer receipt of a Global Note Company Order for authentication, authenticate and deliver, definitive Notes in an aggregate principal amount equal to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository principal amount of the Global Notes in respect of any series and receipt of new registration instructions from the Depositoryexchange for such Global Notes, the Trustee shall deliver the Definitive Notes of such series which DTC will distribute to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5its participants. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. (a) With respect to Notes issuable as or represented by, Each Global Note authenticated under this Indenture shall be registered in whole or in part, one or more Global Notes, the Issuer shall cause to be kept by and at the principal office name of the Trustee in VancouverDepositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, shall constitute a single Note for such Global Note) and particulars all purposes of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notesthis Indenture. (b) Notwithstanding any other provision of in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may not be transferred by registered, in the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes name of any series shall be issued to Beneficial Holders except in Person other than the following circumstances Depositary for such Global Note or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: nominee thereof unless (i) Definitive Notes may be issued to Beneficial Holders at any time after: such Depositary (A) has notified the Issuer has determined Company that CDS (1) it is unwilling or unable to continue as Depository Depositary for such Global Notes, Note or (2B) ceases to be eligible has ceased to be a Depositoryclearing agency registered as such under the Exchange Act, and, and in each either case the Issuer is unable Company fails to locate appoint a qualified successor to its reasonable satisfaction; Depositary within 90 days, (Bii) the Issuer has determinedCompany, in at its sole discretionoption, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes executes and has communicated such determination or requirement delivers to the Trustee a Company Order stating that it elects to cause the issuance of the Notes in writing, certificated form and that all Global Notes shall be exchanged in whole for Notes that are not Global Notes (in which case such exchange shall be effected by the Trustee) or the book-entry system ceases to exist; or (Ciii) the Trustee has determined that there shall have occurred and be continuing an Event of Default has occurred and is continuing or any event which after notice or lapse of time or both would be an Event of Default with respect to Notes issued as such Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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 nomineeNote. (c) Upon the termination If any Global Note is to be exchanged for other Notes or cancelled in whole, it shall be surrendered by or on behalf of the book-entry only registration system Depositary or its nominee to the Trustee, as Note Registrar, for exchange or cancellation as provided in this Article Three. If any Global Note is to be exchanged for other Notes or cancelled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the occurrence of one records of the conditions specified in Section 5.2(b)(i) or upon Trustee, as Note Registrar, whereupon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A)Trustee, the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafterApplicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note, the registration Trustee shall, subject to Section 3.06(c) and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of as otherwise provided in this Article 5Three, authenticate and deliver any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures. (d) It is expressly acknowledged that Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a transfer of beneficial ownership in a Global Note of or any series issuable portion thereof, whether pursuant to this Article Three or otherwise, shall be authenticated and delivered in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Noteof, and (b) with respect to interests of Persons other than Participantsshall be, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.Global

Global Notes. (a) With respect Series A Notes offered and sold to Notes issuable as or represented by, QIBs in whole or reliance on Rule 144A shall be issued initially in part, the form of one or more 144A Global Notes, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Series A Notes offered and sold to Institutional Accredited Investors shall be issued initially in the form of one or more IAI Global Notes, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Any Series A Notes transferred during the 40-day restricted period (as defined in Regulation S) offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the 30 38 Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note, all as contemplated by Section 2.06(a)(ii) or (iii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in one or more Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Issuer Trustee shall cause to be kept by and at cancel the principal office Regulation S Temporary Global Note. Each Global Note shall represent such of the Trustee in Vancouver, British Columbia outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if anyincreased, as the Issuer may designate with the approval of the Trusteeappropriate, a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depositoryto reflect exchanges, or its nomineeinstallment payments, for such Global Note) and particulars of the Global Note held by itredemptions, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations repurchases and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer . Any endorsement of a Global Note to a Person other than a Depository reflect the amount of any increase or a nominee thereof decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender instructions given by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders Holder thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed as required by Section 5.1 and the remaining provisions of this Article 52.06 hereof. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

Global Notes. (a) With respect to Notes issuable as or represented by, offered and sold in whole or reliance on Regulation S shall be issued initially in part, the form of one or more Global Notes, Notes substantially in the Issuer shall cause to be kept by and at the principal office form of the Trustee in Vancouver, British Columbia or by such other Registrar as the IssuerExhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the approval of the Trustee“Regulation S Global Note”), may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the name and address deposited on behalf of the Holder purchasers of each such Global Note (being the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for such Global Notecredit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) and particulars (or, in the case of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Regulation S Global Notes, the provisions of Section 5.1 shall govern with respect to registrations Euro-clear and transfers of such Notes. (b) Notwithstanding any other provision of this IndentureClearstream), a Global Note may not be transferred duly executed by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in Issuer and authenticated by the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution Trustee (or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required authenticating agent appointed by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (Caccordance with Section 2.02) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the hereinafter provided. The aggregate outstanding principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the affected series advise purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository in writingor its nominee, through as the case may be, for credit to an account of DTC or Participants, that duly executed by the continuation Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the book-entry only registration system for Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to the Issuer or any Subsidiary of the Issuer shall be issued in the form of certificated notes substantially in the form of Exhibit A hereto, with such series is no longer applicable legends as are provided in their best interests; and (ii) Global Exhibit A hereto, except as otherwise permitted herein. Such certificated notes shall be issued as set forth in Section 2.10(b). Such Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified interests in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and upon transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons someone other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell the Issuer or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a ParticipantSubsidiary permitted hereby.

Global Notes. (a) With respect to Initial Notes issuable as or represented by, offered and sold in whole or reliance on Rule 144A shall be issued initially in part, the form of one or more Global Notes, substantially in the Issuer shall cause to be kept by and at the principal office form of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note Exhibit A attached hereto (being the Depository, or its nominee, for such Global Note) and particulars of including the Global Note held by it, Legend thereon and the "Schedule of all transfers thereofExchanges of Interests in the Global Note" attached thereto). If any Notes are at any time not Global NotesUpon consummation of the Registered Exchange Offer, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Series B Notes may be issued to Beneficial Holders at any time after: (A) in the Issuer has determined that CDS (1) is unwilling form of one or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such more Global Notes and has communicated with the Global Note Legend but not the Private Placement Legend. Each Global Note shall represent such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of the affected series advise the Depository in writing, through the Participants, Outstanding Notes from time to time endorsed thereon and that the continuation aggregate principal amount of the book-entry only registration system for the Outstanding Notes of such series is no longer in their best interests; and (ii) Global Notes represented thereby may from time to time be transferred (A) if such transfer is required by applicable lawreduced or increased, as determined by the Issuer appropriate, to reflect exchanges and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer redemptions. Any endorsement of a Global Note to a Person other than a Depository reflect the amount of any increase or a nominee thereof decrease in the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 5.2(b)(i)(A204 hereof. Each Global Note (i) shall be registered, in the name of the Depositary designated for such Global Note pursuant to Section 204, or in the name of a nominee of such Depositary, (ii) shall be deposited with the Trustee, as Custodian for the Depositary, and (iii) shall bear a legend substantially as follows: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR IS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), the Trustee shall notify all Beneficial HoldersANY TRANSFER, through the DepositoryPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, of the availability of Definitive Notes CEDE & CO., HAS AN INTEREST HEREIN. Each Depositary designated pursuant to Section 204 for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will must, at the time of its designation and at all times while it serves as Depositary, be effected only (a) with respect to a clearing agency registered under the interests of participants in the Depository (“Participants”), through records maintained by the Depository Exchange Act and any other applicable statute or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participantregulation.

Global Notes. (ai) With respect to Notes issuable as Any Note issued in exchange for a Global Note or represented by, in whole or in part, one or more Global Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which any portion thereof shall be entered a Global Note, provided, however; that any such Note so issued that is registered in the name and address of a Person other than the Holder of each such Global Note (being the Depository, Depositary or its nominee, for such a nominee thereof shall not be a Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may shall not be transferred by exchanged in whole or in part for a Note registered in the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes name of any series shall be issued to Beneficial Holders except in Person other than the following circumstances Depositary or as otherwise specified in any Supplemental Indentureone or more nominees thereof, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate:unless (i1) Definitive Notes may be issued to Beneficial Holders at any time after: the Depositary (A) notifies the Issuer has determined that CDS (1) it is unwilling or unable to continue as Depository Depositary for such Global Notes, Note or (2B) ceases to be eligible a clearing agency registered under the Exchange Act, and in either case the Issuer fails to appoint a successor depositary (as described below) or (2) there shall have occurred and be continuing an Event of Default with respect to the Notes. Any Global Note exchanged pursuant to clause (1) above shall be so exchanged from time to time in whole and not in part and any Global Note exchanged pursuant to clause (2) above may be exchanged from time to time in whole or in part as directed by the Depositary. (ii) The Issuer hereby designates DTC as the Depositary with respect to the Global Notes. If at any time DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time DTC has ceased to be a Depositoryclearing agency registered under the Exchange Act if so required by applicable law or regulation, and, in each case the Issuer is unable shall be entitled to locate appoint a qualified successor depositary with respect to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such each Global Notes Note and has communicated such determination or requirement provide notice to the Trustee in writingof such appointment. If (x) a successor depositary for such Global Note is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such unwillingness, inability or the book-entry system ceases to exist; or ineligibility, (Cy) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, and the beneficial owners representing a majority in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes represented by such Global Note advise DTC, with a copy to the Trustee and the Issuer, to cease acting as depositary for such Global Note or (z) the Issuer, in its sole discretion, determines at any time that all (but not less than all) Outstanding Notes issued or issuable in the form of a Global Note shall no longer be represented by such Global Note and advises the affected series advise Trustee and DTC of such determination, then the Depository Issuer shall execute, and the Trustee shall authenticate and deliver, definitive Notes of like class, rank, tenor and terms in writingdefinitive form in an aggregate principal amount equal to the principal amount of such Global Notes. On or after the earliest date on which such interests may be so exchanged as described above, through each Global Note shall be surrendered for exchange by DTC to the ParticipantsTrustee; provided, however, that such exchange is subject to the continuation terms of Section 3.8(b) herein. (b) Notes issued in exchange for a Global Note or any portion thereof shall be issued in definitive, fully registered form, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the book-entry only registration system Depositary shall designate and shall bear the applicable legends provided for herein. Any Global Note to be exchanged in whole shall be surrendered by the Depositary to the Transfer Agent located at the Corporate Trust Office to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered or exchanged or, if the Trustee is acting as custodian for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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 Depositary or its nominee with respect to a successor Depository such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or its nomineeadjustment, the Trustee shall authenticate and deliver the Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. Any Note delivered in exchange for the Global Note or any portion thereof shall, except as otherwise provided by Section 3.8, bear the legend regarding transfer restrictions required by Section 2.5. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series Subject to the Beneficial Holders thereof provisions in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed legends required by Section 5.1 2.4 above, a registered Holder may grant proxies and the remaining provisions of otherwise authorize any Person, including any Agent Member and any Person who may hold an interest in an Agent Member, to take any action that such Holder is entitled to take under this Article 5Indenture. (d) It is expressly acknowledged that a transfer In the event of beneficial ownership in a Note the occurrence of any series issuable of the events specified in the form of or represented by a Global Note will be effected only paragraph (a) of this Section 2.6, the Issuer will promptly make available to the Trustee a reasonable supply of certificated Notes of each Class in definitive, fully registered form. (e) Neither members of, or participants in, the Depositary ("Agent Members" and each an "Agent Member") nor any other Person on whose behalf Agent Members may act shall have any rights under this Indenture with respect to the interests of participants in the Depository (“Participants”), through records maintained any Global Note held on its or their behalf by the Depository Depositary or its nominee for the under any such Global Note, and the Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee (bincluding, without limitation, the Servicer) with as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note. With respect to interests any Global Note deposited on behalf of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in the subscribers for the Notes represented by a thereby with the Trustee as custodian for the Depositary for credit to their respective accounts (or to such other accounts as they may direct) at Euroclear or Clearstream, Luxembourg, the provisions of the "Operating Procedures of the Euroclear System" and the "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Clearstream, Luxembourg, respectively, shall be applicable to Global Note may do so only through a ParticipantNotes.

Global Notes. (a) With respect to Unless and until it is exchanged for the Notes issuable as or represented by, in whole or in partregistered form, one or more global Notes in principal amount equal to the aggregate principal amount of all outstanding Notes ("Global Notes") may be transferred, in whole but not in part, only to the Issuer shall cause to be kept by and at the principal office Clearing Agency or a nominee of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the DepositoryClearing Agency, or its nominee, for such Global Note) and particulars of to a successor Clearing Agency selected or approved by the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect Company or to registrations and transfers a nominee of such Notessuccessor Clearing Agency. (b) Notwithstanding If at any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined Clearing Agency notifies the Company that CDS (1) it is unwilling or unable to continue as Depository a Clearing Agency for the Global NotesNotes and no successor Clearing Agency shall have been appointed within 90 days after such notification, or (2ii) the Clearing Agency at any time ceases to be eligible a clearing agency registered under the Securities Exchange Act of 1934 at any time the Clearing Agency is required to be a Depositoryso registered to act as such Clearing Agency and no successor Clearing Agency shall have been appointed within 90 days after the Company becoming aware of the Clearing Agency's ceasing to be so registered, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (Biii) the Issuer has determinedCompany, in its sole discretion, or is required by law, to terminate determines that the book-entry only registration system in respect of such Global Notes shall be so exchangeable or (iv) there shall have occurred and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that be continuing an Event of Default has occurred Default, the Company will execute, and is continuing with respect subject to Article II of the Base Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Notes issued as Global Notes, provided that Beneficial Holders representingin definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) 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. (c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes exchange for such seriesGlobal Note. Upon surrender by the Depository exchange of the Global Note for such Notes in respect of any series definitive registered form without coupons, in authorized denominations, the Global Note shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be registered in such names and receipt of new registration in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Depository, the Trustee. The Trustee shall deliver the Definitive Notes of such series Securities to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect Clearing Agency for delivery to the interests of participants Persons in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who whose names such Securities are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participantregistered.

Global Notes. (a) With respect to Notes issuable as or represented by, Each Global Note authenticated under this Indenture shall be registered in whole or in part, one or more Global Notes, the Issuer shall cause to be kept by and at the principal office name of the Trustee in VancouverDepositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer 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 Note (being the Depository, or its nominee, shall constitute a single Note for such Global Note) and particulars all purposes of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notesthis Indenture. (b) Notwithstanding any other provision of in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may not be transferred by registered, in the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes name of any series shall be issued to Beneficial Holders except in Person other than the following circumstances Depositary for such Global Note or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: nominee thereof unless (i) Definitive Notes may be issued to Beneficial Holders at any time after: such Depositary (A) has notified the Issuer has determined Company that CDS (1) it is unwilling or unable to continue as Depository Depositary for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes Note and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and a successor depositary is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined appointed by the Issuer and CounselCompany within 90 days, or (B) by has ceased to be a Depository clearing agency registered as such under the Exchange Act, (ii) there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an Event of Default with respect to a nominee of such DepositoryGlobal Note, or (iii) the Company executes and delivers to the Trustee a Company Order stating that all Global Notes shall be exchanged in whole for Notes that are not Global Notes (in which case such exchange shall be effected by a nominee the Trustee). Upon the occurrence in respect of any Global Note of any one or more of the conditions specified in clauses (i) (ii) or (iii) of the preceding sentence, such Global Note may be registered for transfer or exchange for Notes registered in the name of, or authenticated and delivered to, such Persons as the Depositary shall direct. All or any portion of a Depository to such DepositoryGlobal Note may be exchanged for a Note that has a like aggregate principal amount and is not a Global Note, or to another nominee of such Depository, or upon 20 days' prior request made by a Depository the Depositary or its nominee authorized representative to a successor Depository or its nomineethe Trustee. (c) Upon the termination If any Global Note is to be exchanged for other Notes or canceled in whole, it shall be surrendered by or on behalf of the book-entry only registration system Depositary or its nominee to the Trustee, as Note Registrar, for exchange or cancellation as provided in this Article Three. If any Global Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article Three, or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the occurrence of one records of the conditions specified in Section 5.2(b)(i) or upon Trustee, as Note Registrar, whereupon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A)Trustee, the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafterApplicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note, the registration Trustee shall, subject to Section 3.05(b) and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of as otherwise provided in this Article 5Three, authenticate and make available for delivery any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in Section 3.05(b), the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures. (d) It is expressly acknowledged that Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a transfer of beneficial ownership in a Global Note of or any series issuable portion thereof, whether pursuant to this Article Three, Section 10.06 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or represented by a nominee thereof. (e) The Depositary or its nominee, as registered owner of a Global Note, shall be the Holder of such Global Note for all purposes under this Indenture, the Notes and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Note will be shown only on, and the transfer of such interest shall be effected only (a) with respect to the interests of participants in the Depository (“Participants”)through, through records maintained by the Depository Depositary or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participantits Agent Members.