BEPC Brookfield Renewable Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2024

Commission file number 001-39355

BROOKFIELD RENEWABLE CORPORATION

(Exact name of Registrant as specified in its charter)

250 Vesey Street, 15th Floor

New York, New York 10281

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

EXHIBIT LIST

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

BROOKFIELD RENEWABLE PARTNERS ULC,

Issuer

and

COMPUTERSHARE TRUST COMPANY OF CANADA,

Trustee

Indenture

Dated as of August 11, 2021

TABLE OF CONTENTS

Note: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

- ii -

- iii -

- iv -

INDENTURE, dated as of August 11, 2021 between Brookfield Renewable Partners ULC having its principal office at 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario, Canada M5J 2T3, as the Issuer, and Computershare Trust Company of Canada, as Trustee. The Issuer is a wholly-owned indirect Subsidiary (as defined herein) of Brookfield Renewable Energy L.P.

RECITALS OF THE ISSUERS

The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Notes”), which may, if and as specified in the applicable Supplemental Indenture, be convertible into, or exchangeable for, Securities of one or more Persons (including the Issuer), to be issued in one or more Series as provided for in this Indenture.

All things necessary to make this Indenture a valid, legally binding agreement of the Issuer, in accordance with its terms, have been done.

The foregoing recitals are made as representations and statements of fact by the Issuer and not by the Trustee.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes or of a Series thereof, as follows:

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

(1) For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(b) all other terms used herein which are defined in Trust Indenture Legislation, either directly or by reference therein, have the meanings assigned to them therein;

(c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;

(d) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(e) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; and

(f) any reference to “Person” shall include such Person’s successors and permitted assigns.

(2) In addition, the following terms will have the following meanings:

“Act”, when used with respect to any Holder, has the meaning specified in Section 1.4.

“Additional Amounts” if applicable in respect of the Notes of any Series, will have the meaning attributed to such term in the Supplemental Indenture pursuant to which such Series of Notes were created.

“Affiliate” means, with respect to any Person, any other Person which, directly or indirectly through one or more Persons, Controls, is Controlled by, or is under common Control with, such Person.

“Authenticating Agent” means any Person appointed by the Trustee to act on behalf of the Trustee pursuant to Section 6.11 to authenticate Notes.

“Authorized Newspaper” means a newspaper, in the English language or in an official language of the country of publication, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in each place in connection with which the term is used or in the financial community of each such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any Business Day.

“BEP” means Brookfield Renewable Partners L.P., an exempted limited partnership formed under the laws of Bermuda.

“Board” means either the board of trustees, board of directors or the equivalent entity of the Issuer or any general partner of the Issuer or any duly authorized committee thereof.

“Board Resolution” means a copy of a resolution of the respective Board certified by any Board member or officer of the applicable entity to have been duly adopted by the Board and to be in full force and effect on the date of such certification and delivered to the Trustee.

“branch register” has the meaning specified in Section 3.5.

“Branch Note Registrar” has the meaning specified in Section 3.5.

“BRELP” means Brookfield Renewable Energy L.P., an exempted partnership formed under the laws of Bermuda.

“Business Day”, when used with respect to any Place of Payment or any other location referred to in this Indenture, expressly or impliedly, means, unless otherwise specified with respect to any Notes pursuant to Section 3.1, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment or other such location are authorized or obligated by law or executive order to close.

“Capital Stock” of any Person means any and all shares, units, interests, participations or other equivalents (however designated) of corporate stock or equity of such Person.

“CDS” means CDS Clearing and Depository Services Inc. and its successors, and includes any nominee of CDS in whose name a Global Note is registered.

- 2 -

“Central Note Registrar” has the meaning specified in Section 3.5.

“Central Register” has the meaning specified in Section 3.5.

“Control”, “Controlled” and similar expressions mean a relationship between two Persons wherein one of such Persons has the power, through the ownership of Securities, by contract, constitutional documents or otherwise, to directly or indirectly, direct the management and policies of the other of such Persons, and includes: (i) in the case of a corporation, the ownership, either directly or indirectly through one or more Persons, of Securities of such corporation carrying more than 50% of the votes that may be cast to elect the directors of such corporation either under all circumstances or under some circumstances that have occurred and are continuing (other than Securities held as collateral for a bona fide debt where the holder thereof is not entitled to exercise the voting rights attached thereto), provided that such votes, if exercised, are sufficient to elect a majority of the directors of such corporation; and (ii) in the case of a limited partnership, acting or having the power to act as the general partner of such limited partnership or to otherwise Control such general partner.

“Conversion Date” has the meaning specified in Section 3.13(4).

“Conversion Event” means the cessation of use of (i) a Foreign Currency both by the government of the country which issued such Currency and by a central bank or other public institution of or within the international banking community for the settlement of transactions, or (ii) any Currency unit (or composite Currency) for the purposes for which it was established.

“Corporate Trust Office” means the principal corporate trust office of the Trustee at which, at any particular time, its corporate trust business shall be administered, which office, in respect of the Trustee on the date of execution of this Indenture, is located at 100 University Avenue, 11th Floor, Toronto, Ontario M5J 2Y1, Attention: Manager: Corporate Trust, except that with respect to presentation of Notes for payment or for registration of transfer or exchange, such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate agency business shall be conducted.

“corporation” includes corporations, associations, companies and business trusts.

“covenant defeasance” has the meaning specified in Section 13.3.

“Currency” means any currency or currencies, composite currency or currency unit or currency units, issued by the government of one or more countries or by any recognized confederation or association of such governments.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default with respect to Notes of a certain Series.

“Defaulted Interest” has the meaning specified in Section 3.8.

“defeasance” has the meaning specified in Section 13.2.

“Depository” means with respect to the Notes of any Series issuable or issued in the form of one or more Notes, CDS, or such other Person designated as Depository by the Issuer until a successor Depository shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depository” shall mean or include each Person who is then a Depository hereunder, and if at any time there is more than one such Person, “Depository” as used with respect to the Notes of any such Series shall mean the Depository with respect to the Notes of that Series.

- 3 -

“Dollar” or “$” means a dollar or other equivalent unit in such coin or Currency of Canada as at the time shall be legal tender for the payment of public and private debts.

“Dollar Equivalent of the Foreign Currency” has the meaning specified in Section 3.13(6).

“Election Date” has the meaning specified in Section 3.13(7).

“Event of Default” has the meaning specified in Section 5.1.

“Exchange Date” has the meaning specified in Section 3.4.

“Exchange Rate Agent” means, with respect to Notes of or within any Series, unless otherwise specified with respect to any Notes pursuant to Section 3.1, a chartered bank listed on Schedule I to the Bank Act (Canada), designated pursuant to Section 3.1 or 3.14.

“Exchange Rate Officer’s Certificate” means a certificate setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar or Foreign Currency amounts of principal (and premium, if any) and interest, if any (on an aggregate basis and on the basis of a Note having the lowest denomination principal amount determined in accordance with Section 3.2 in the relevant Currency), payable with respect to a Note of any Series on the basis of such Market Exchange Rate, signed by any one of the Issuer’s Board members or officers.

“Extension Notice” has the meaning specified in Section 3.9.

“Extension Period” has the meaning specified in Section 3.9.

“Final Maturity Date” has the meaning specified in Section 3.9.

“First Currency” has the meaning specified in Section 1.17.

“Foreign Currency” means any Currency other than Currency of Canada.

“GAAP” means generally accepted accounting principles which are in effect from time to time in Canada, which as of the date hereof are International Financial Reporting Standards as issued by the International Accounting Standards Board (or, if the Issuer hereafter determines to prepare its principal consolidated financial statements in accordance with generally accepted accounting principles which are in effect from time to time in the United States, such principles); provided, however, if the Issuer is required by any securities regulatory authority in Canada to adopt (or are permitted to adopt and so adopt) a different accounting framework, “GAAP” shall mean such new accounting framework as in effect from time to time, including, without limitation, in each case, those accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession.

“Global Note” means a Note representing the aggregate principal amount of a Series of Notes in the form of a fully registered global Note held by, or on behalf of CDS or such other Person designated as Depository.

- 4 -

“Government Obligations” means, unless otherwise specified with respect to any Series of Notes pursuant to Section 3.1, securities which are (i) direct obligations of the government which issued the Currency in which the Notes of a particular Series are payable or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the government which issued the Currency in which the Notes of such Series are payable, the payment of which is unconditionally guaranteed by such government, which, in either case, are full faith and credit obligations of such government payable in such Currency and are not callable or redeemable at the option of the issuer thereof and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest or principal of the Government Obligation evidenced by such depository receipt.

“Guarantee” means a guarantee of the obligations of the Issuer in respect of a Series of Notes, given by the Guarantors in favour of the Trustee.

“Guarantors” means, collectively, BEP, BRELP, Brookfield Renewable Investments Limited, Brookfield BRP Europe Holdings (Bermuda) Limited, BRP Bermuda Holdings I Limited, Brookfield BRP Holdings (Canada) Inc., BEP Subco Inc. and each other Person that delivers a Guarantee; and “Guarantor” means any of them.

“Holder” means the Person in whose name a Note is registered in the Note Register.

“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, and shall include the terms of particular Series of Notes established as contemplated by Section 3.1; provided, however, that, if at any time more than one Person is acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one or more Series of Notes for which such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular Series of Notes for which such Person is Trustee established as contemplated by Section 3.1, exclusive, however, of any provisions or terms which relate solely to other Series of Notes for which such Person is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such Person had become the Trustee but to which such Person, as the Trustee, was not a party.

“Indexed Note” means a Note the terms of which provide that the principal amount thereof payable at the Maturity Date may be more or less than the principal face amount thereof at original issuance.

“interest”, when used with respect to an Original Issue Discount Note which by its terms bears interest only after its Maturity Date, means interest payable after the Maturity Date at the rate prescribed in such Original Issue Discount Note.

“Interest Payment Date”, when used with respect to any Note, means the Payment Date of an installment of interest on such Note.

“Issuer” means Brookfield Renewable Partners ULC and, if applicable, any New Issuer.

“Issuer Request” or “Issuer Order” means a written request or order signed in the name of the Issuer by any one of the Issuer’s Board members or officers and delivered to the Trustee.

- 5 -

“Judgment Currency” has the meaning specified in Section 1.16.

“mandatory sinking fund payment” has the meaning specified in Section 11.1.

“Market Exchange Rate” means, unless otherwise specified with respect to any Notes pursuant to Section 3.1, (i) for any conversion involving a Currency unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant Currency unit and Dollars or such Foreign Currency calculated by the method specified pursuant to Section 3.1 for the Notes of the relevant Series, (ii) for any conversion of Dollars into any Foreign Currency, the Bank of Canada daily exchange rate as published on the Reuters Screen Page BOFC (or such other means of reporting the Bank of Canada daily exchange rate as may be agreed upon by each of the parties to this Indenture) and (iii) for any conversion of one Foreign Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market at which, in accordance with normal banking procedures, the Dollars or Foreign Currency into which conversion is being made could be purchased with the Foreign Currency from which conversion is being made from major banks located in either Toronto, New York City or any other principal market for Dollars or such purchased Foreign Currency, in each case determined by the Exchange Rate Agent. Unless otherwise specified with respect to any Notes pursuant to Section 3.1, in the event of the unavailability of any of the exchange rates provided for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole discretion and without liability on its part, such Bank of Canada daily exchange rate as of the most recent available date, or quotations from one or more major banks in Toronto, New York City, or another principal market for the Currency in question, or such other quotations as the Exchange Rate Agent shall deem appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is more than one market for dealing in any Currency by reason of foreign exchange regulations or otherwise, the market to be used in respect of such Currency shall be that upon which a non-resident issuer of Securities designated in such Currency would purchase such Currency in order to make payments in respect of such Securities.

“Maturity Date”, when used with respect to any Note, means the date on which the principal balance of such Note becomes due and payable as therein or herein provided, whether by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise.

“New Issuer” means each direct or indirect wholly-owned Subsidiary of BRELP that becomes a party to this Indenture as an “Issuer” pursuant to a Supplemental Indenture, and “New Issuer” means any one of them.

“Note Register” and “Note Registrar” have the respective meanings specified in Section 3.5.

“Notes” means unsecured debentures, notes or other evidence of indebtedness of the Issuer issued or to be issued pursuant to this Indenture in registered form or registered as to principal only, and includes Global Notes and Registered Notes; provided, however, that if at any time there is more than one Person acting as Trustee under this Indenture, “Notes” with respect to the Indenture as to which such Person is Trustee shall more particularly mean Notes authenticated and delivered under this Indenture, exclusive, however, of Notes of any Series as to which such Person is not Trustee.

“Officer’s Certificate” means a certificate signed by any Board member or officer of the Issuer and delivered to the Trustee.

“Opinion of Counsel” means a written opinion, reasonably acceptable to the Trustee, of counsel containing the information specified in Section 1.2, who may be counsel for the Issuer, including an employee of the Issuer (except in the case of an Opinion of Counsel delivered pursuant to Section 13.4 or as otherwise provided), and which opinion shall be subject to customary assumptions and qualifications.

- 6 -

“Optional Reset Date” has the meaning specified in Section 3.8.

“optional sinking fund payment” has the meaning specified in Section 11.1.

“Original Issue Discount Note” means any Note which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity Date thereof pursuant to Section 5.3.

“Original Maturity Date” has the meaning specified in Section 3.9.

“Other Currency” has the meaning specified in Section 1.17.

“Outstanding”, when used with respect to Notes, means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:

(i) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(ii) Notes, or portions thereof, for whose payment or redemption or repayment at the option of the Holder money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Issuer) in trust or set aside and segregated in trust by the Issuer (if the Issuer shall act as its own Paying Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee have been made;

(iii) Notes, except to the extent provided in Sections 13.2 and 13.3, with respect to which the Issuer has effected defeasance and/or covenant defeasance as provided in Article 13; and

(iv) Notes which have been paid pursuant to Section 3.7 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to the Trustee that such Notes are held by a bona fide purchaser in whose hands such Notes are valid obligations of the Issuer;

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorum purposes, (i) the principal amount of an Original Issue Discount Note that may be counted in making such determination or calculation and that shall be deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that would be (or shall have been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration of the maturity thereof pursuant to Section 5.3, (ii) the principal amount of any Note denominated in a Foreign Currency that may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the Dollar equivalent of such amount, determined as of the date such Note is originally issued by the Issuer as set forth in an Exchange Rate Officer’s Certificate delivered to the Trustee, of the principal amount (or, in the case of an Original Issue Discount Note, the Dollar equivalent as of such date of original issuance of the amount determined as provided in clause (i) above) of such Note, (iii) the principal amount of any Indexed Note that may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the principal face amount of such Indexed Note at original issuance, unless otherwise provided with respect to such Note pursuant to Section 3.1, and (iv) Notes owned by the Issuer or any Guarantor or any Affiliate of the Issuer or any Guarantor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which are certified in an Officer’s Certificate to the Trustee as so owned shall be disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee certifies in favour of the Trustee that the pledgee has the right to act with respect to the Notes and that the pledgee is not the Issuer or any Guarantor or any Affiliate of the Issuer or any Guarantor.

- 7 -

“Paying Agent” means any Person (including the Issuer acting as Paying Agent) authorized by the Issuer to pay the principal of (or premium, if any) or interest, if any, on any Notes on behalf of the Issuer.

“Payment Date”, when used with respect to any Note and any installment of principal thereof or interest thereon, means the date specified in such Note as the fixed date on which the principal of such Note or such installment of principal or interest is due and payable, as such date may be extended pursuant to the provisions of Section 3.9.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Place of Payment” means, when used with respect to the Notes of or within any Series, the place or places where the principal of (and premium, if any) and interest, if any, on such Notes are payable as specified as contemplated by Sections 3.1 and 9.2.

“Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 3.7 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note.

“Pricing Date” means the date upon which the Redemption Price is to be calculated for Notes that do not have a fixed Redemption Price, which date shall be the third Business Day prior to the Redemption Date for such Notes, unless otherwise specified in a Supplemental Indenture with respect to such Notes.

“Privacy Laws” has the meaning specified in Section 14.7.

“Purchase Price” has the meaning specified in Section 10.8.

“rate(s) of exchange” has the meaning specified in Section 1.16.

“Redemption Date”, when used with respect to any Note to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price”, when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

- 8 -

“Registered Note” means any Note registered in the Note Register.

“Regular Record Date” for the interest payable on any Interest Payment Date on the Notes of or within any Series means the date, if any, specified for that purpose as contemplated by Section 3.1.

“Repayment Date” means, when used with respect to any Note to be repaid in whole or in part at the option of the Holder, the date fixed for such repayment pursuant to this Indenture.

“Repayment Price” means, when used with respect to any Note to be repaid at the option of the Holder, the price at which it is to be repaid pursuant to this Indenture.

“Required Currency” has the meaning specified in Section 1.16.

“Reset Notice” has the meaning specified in Section 3.8.

“Responsible Officer”, when used with respect to the Trustee, means any vice president, any trust officer or assistant trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Securities” means any stock, shares, units, installment receipts, voting trust certificates, bonds, debentures, notes, other evidences of indebtedness, or other documents or instruments commonly known as securities or any certificates of interest, shares or participations in temporary or interim certificates for, receipts for, guarantees of, or warrants, options or rights to subscribe for, purchase or acquire any of the foregoing.

“Security Interest” means any mortgage, pledge, lien, encumbrance, conditional sale or other title retention agreement, or other similar security interest.

A “Series” of Notes means all Notes denoted as part of the same Series authorized by or pursuant to a particular Board Resolution as the case may be.

“Special Record Date” for the payment of any Defaulted Interest on the Notes of or within any Series means a date fixed by the Trustee pursuant to Section 3.8.

“Subsequent Interest Period” has the meaning specified in Section 3.8.

“Subsidiary” of any Person means a corporation, partnership, limited partnership, trust or other entity 50% or more of the combined voting power of the outstanding Voting Stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof.

“Successor” has the meaning specified in Section 7.1.

“Successor Transaction” has the meaning specified in Section 7.1.

“Supplemental Indenture” means an indenture supplemental to this Indenture pursuant to which, among other things, Notes may be authorized for issue or the provisions of this Indenture may be amended.

- 9 -

“Trustee” means Computershare Trust Company of Canada or such other Person appointed as Trustee in a Supplemental Indenture.

“Trust Indenture Legislation” has the meaning specified in Section 1.13.

“United States” means the United States of America (including the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.

“Valuation Date” has the meaning specified in Section 3.13(3).

“Vice President”, when used with respect to the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”.

“Voting Stock” of any Person means Capital Stock of such Person which ordinarily has voting power for the election of directors (or Persons performing similar functions) of such Person, whether at all times or only so long as no senior class of Securities has such voting power by reason of any contingency.

“Yield to Maturity” means the yield to maturity, computed at the time of issuance of a Note (or, if applicable, at the most recent redetermination of interest on such Note) and as set forth in such Note in accordance with generally accepted Canadian bond yield computation principles.

Upon any application or request by the Issuer to the Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and, where specifically required by this Indenture, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with.

Every certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 9.4) shall include:

(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such individual, such covenant or condition has been complied with.

(1) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

- 10 -

(2) Any certificate or opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer stating that the information with respect to such factual matters is in the possession of the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

(3) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

(1) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the Outstanding Notes of all Series or one or more Series, as the case may be, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing or may, alternatively, be embodied in and evidenced by the record of Holders of such Notes voting in favour thereof, either in person or by proxies, duly appointed in writing, at any meeting of Holders of such Notes duly called and held in accordance with the provisions of Article 14 or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section. The record of any meeting of Holders of Notes shall be proved in the manner provided in Section 14.6.

(2) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signatory acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

(3) The principal amount and serial numbers of Registered Notes held by any Person, and the date of holding the same, shall be proved by the Note Register.

- 11 -

(4) If the Issuer shall solicit from the Holders of Registered Notes any request, demand, authorization, direction, notice, consent, waiver or other Act of Holders, the Issuer may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act of Holders, but the Issuer shall have no obligation to do so. Such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act of Holders may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act of Holders, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such request, demand, authorization, direction, notice, consent, waiver or other Act of Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

(5) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other documents provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:

(1) the Trustee by any Holder or by the Issuer shall be sufficient for every purpose hereunder if delivered to an officer of the Trustee at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Manager, Corporate Trust, or if sent by facsimile transmission or other electronic communication (with receipt confirmed) to (416)981-9777 or corporatetrust.toronto@computershare.com, Attention: Manager, Corporate Trust, and shall be deemed to be validly given at the time of delivery or transmission if it is received prior to 4:00 p.m. (Toronto time) on a Business Day, failing which it shall be deemed to have been given on the next Business Day. The Trustee may from time to time notify the Issuer of a change in address, facsimile number or email address which thereafter, until changed by like notice, shall be the address, facsimile number or email address of the Trustee for the purposes of this Indenture; and

(2) the Issuer by the Trustee or by any Holder shall be sufficient for every purpose hereunder if delivered to the Issuer at Brookfield Place, 181 Bay Street, Suite 330, Toronto, Ontario, M5J 2T3, Attention: General Counsel, and shall be deemed to be validly given at the time of delivery if it is received prior to 4:00 p.m. (Toronto time) on a Business Day, failing which it shall be deemed to have been given on the next Business Day. The Issuer may from time to time notify the Trustee of a change in address which thereafter, until changed by like notice, shall be the address of the Issuer for the purposes of this Indenture.

(1) Where this Indenture provides for notice of any event to Holders of Registered Notes by the Issuer or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders of Registered Notes is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders of Registered Notes. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice.

- 12 -

(2) In case, by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impractical to mail notice of any event to Holders of Registered Notes when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be sufficient giving of such notice for every purpose hereunder.

(3) Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication.

(4) Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

All covenants and agreements in this Indenture by the Issuer shall bind its successors and assigns, whether so expressed or not.

In case any provision in this Indenture or in any Note shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto, any Authenticating Agent, any Paying Agent, any Note Registrar and their successors hereunder and the Holders of Registered Notes, any benefit or any legal or equitable right, remedy or claim under this Indenture.

The Issuer and each New Issuer acknowledges and agrees that its obligations under this Indenture, any Supplemental Indenture and any Note are joint and several, provided, however, that no New Issuer shall be liable for any such obligations of any other Issuer in respect of Notes or a Series of Notes that were issued prior to the time that such New Issuer became an Issuer pursuant to any Supplemental Indenture unless it expressly agrees to be so liable.

- 13 -

This Indenture and the Notes shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario and shall be treated in all respects as Ontario contracts.

In this Section 1.13, the expression “Trust Indenture Legislation” means the provisions, if any, of any statute of Canada or any Province thereof, and of any regulations under any such statute, relating to trust indentures and to the rights, duties and obligations of trustees under trust indentures and of corporations issuing debt obligations under trust indentures, to the extent that such provisions are in the Opinion of Counsel at the time in force and applicable to this Indenture or the Issuer.

Each of the Issuer and the Trustee agrees to observe and comply with all provisions of the Trust Indenture Legislation applicable to or binding upon it in connection with this Indenture, the Notes and any action to be taken hereunder or thereunder. If and to the extent that any provision of this Indenture or the Notes or applicable law as set forth in Section 1.12 limits, qualifies or conflicts with any mandatory requirements of the Trust Indenture Legislation (and notwithstanding any provisions of this Indenture or the Notes to the contrary), such mandatory requirements shall prevail.

In any case where any Payment Date, Interest Payment Date, Redemption Date, sinking fund payment date or Maturity Date of any Note shall not be a Business Day at any Place of Payment or other location contemplated hereunder, then (notwithstanding any other provision of this Indenture or of any Note other than a provision in the Notes of any Series which specifically states that such provision shall apply in lieu of this Section), payment of principal (or premium, if any) or interest, if any, need not be made at such Place of Payment or other location contemplated hereunder on such date, but may be made on the next succeeding Business Day at such Place of Payment or other location contemplated hereunder with the same force and effect as if made on the Payment Date, Interest Payment Date, Redemption Date, sinking fund payment date or Maturity Date; provided that no interest shall accrue for the period from and after such Payment Date, Interest Payment Date, Redemption Date, sinking fund payment date or Maturity Date, as the case may be.

(1) To the extent that the Issuer has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Issuer hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Notes, to the extent permitted by law.

(2) The Issuer hereby irrevocably and unconditionally waives, to the extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture in any court in the Province of Ontario. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

- 14 -

(1) The Issuer covenants and agrees that the following provisions shall apply to conversion of Currency in the case of the Notes and this Indenture:

(a) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into any other Currency (the “Judgment Currency”) an amount due or contingently due under the Notes of any Series and this Indenture (the “Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine).

(b) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (a) above is given or an order of endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Issuer shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Required Currency originally due.

(2) In the event of the winding-up of the Issuer at any time while any amount or damages owing under the Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Issuer shall indemnify and hold the Holders of Notes and the Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Required Currency due or contingently due under the Notes and this Indenture (other than under this Subsection (2)) is calculated for the purposes of such winding-up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (2) the final date for the filing of proofs of claim in the winding-up of the Issuer shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Issuer may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto.

(3) The obligations contained in Subsections (1)(b) and (2) of this Section shall constitute separate and independent obligations of the Issuer from its other obligations under the Notes and this Indenture, shall give rise to separate and independent causes of action against the Issuer, shall apply irrespective of any waiver or extension granted by any Holder or Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Issuer for a liquidated sum in respect of amounts due hereunder (other than under Subsection (2) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Issuer or the liquidator. In the case of Subsection (2) above, the amount of such deficiency shall not be deemed to be reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

(4) The term “rate(s) of exchange” shall mean the Bank of Canada daily exchange rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as published on the Reuters Screen Page BOFC (or such other means of reporting the Bank of Canada daily exchange rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

- 15 -

Except as otherwise provided in this Indenture, for purposes of the construction of the terms of this Indenture or of the Notes, in the event that any amount is stated herein in the Currency of one nation (the “First Currency”), as of any date such amount shall also be deemed to represent the amount in the Currency of any other relevant nation (the “Other Currency”) which is required to purchase such amount in the First Currency at the Bank of Canada daily exchange rate published on the Reuters Screen Page BOFC (or such other means of reporting the Bank of Canada daily exchange rate as may be agreed upon by each of the parties to this Indenture) on the date of determination.

Unless otherwise specified in or pursuant to a Board Resolution, a Supplemental Indenture or an Officer’s Certificate delivered pursuant to Section 3.1 with respect to a particular Series of Notes, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of the Notes of one or more Series at the time Outstanding and, at such time, there are Outstanding Notes of any such affected Series which are denominated in a Foreign Currency, then the principal amount of the Notes of such Series which shall be deemed to be Outstanding for the purpose of taking such action shall be the amount of Dollars which could be obtained for such principal amount at the Market Exchange Rate on the applicable record date, or if no such record date shall have been established, on the date that the taking of such action shall be authorized by Act of the Holders of all such affected Series. The provisions of this paragraph shall also apply in connection with any other action taken by the Holders pursuant to the terms of this Indenture, including without limitation any action under Section 5.3.

Les parties aux présentes ont exigé que la présente convention ainsi que tous les documents et avis qui s’y rattachent et/ou qui en découleront soient rédigés en langue anglaise. The parties hereto have required that this Indenture and all documents and notices related thereto be drawn up in English.

No recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any Note, or because of any indebtedness evidenced thereby, shall be had against any past, present or future shareholder, unitholder, stakeholder, partner, officer, director or trustee, as such, of the Issuer or of any successor, either directly or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Notes by the Holders thereof and as part of the consideration for the issue of the Notes.

EACH OF THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

- 16 -

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond the Trustee’s control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, pandemics, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Each reference in this Indenture to any agreement or document shall be construed so as to include such agreement or document (including any attached schedules, appendices and exhibits) as the same may be amended, restated, supplemented or replaced from time to time.

ARTICLE 2

NOTE FORMS

(1) The Notes, if any, of each Series shall be in substantially the forms as shall be established by or pursuant to a Board Resolution or in one or more Supplemental Indentures, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law, with any rule or regulation made pursuant thereto, with the rules of any securities exchange or to conform to usage as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. If the forms of Notes of any Series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by any one of the Board members or officers of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 3.3(3) for the authentication and delivery of such Notes. If temporary Notes of any Series are issued in Global form as permitted by Section 3.4, the form thereof shall be established as provided in the preceding sentence. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

(2) The Trustee’s certificate of authentication on all Notes shall be in substantially the form set forth in this Article.

(3) The definitive Notes shall be printed, lithographed or engraved or produced by any combination of these methods on steel-engraved borders or may be produced in any other manner, all as determined by the officers of the Issuer executing such Notes, as evidenced by their execution of such Notes.

- 17 -

Subject to Sections 6.9 and 6.11, the Trustee’s certificate of authentication shall be in substantially the following form:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

Dated:       

This is one of the Notes of the Series designated, and issued under the Indenture as described herein.

[          ],

as Trustee       

THE CERTIFICATE OF THE TRUSTEE SIGNED ON THE NOTES WILL NOT BE CONSTRUED AS A REPRESENTATION OR WARRANTY BY THE TRUSTEE AS TO THE VALIDITY OF THE INDENTURE OR OF THE NOTES OR OF THEIR ISSUANCE AND THE TRUSTEE WILL IN NO RESPECT BE LIABLE OR ANSWERABLE FOR THE USE MADE OF SUCH NOTES OR ANY OF THEM OR THE PROCEEDS THEREOF. THE CERTIFICATE OF THE TRUSTEE SIGNED ON THE NOTES WILL, HOWEVER, BE A REPRESENTATION AND WARRANTY BY THE TRUSTEE THAT THE NOTES HAVE BEEN DULY CERTIFIED BY OR ON BEHALF OF THE TRUSTEE PURSUANT TO THE PROVISIONS OF THE INDENTURE.

(1) If Notes of or within a Series are issuable as Global Notes, as specified and contemplated by Section 3.1, then, notwithstanding clause (j) of Section 3.1(2), any such Note shall represent such of the Outstanding Notes of such Series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Notes of such Series from time to time endorsed thereon and that the aggregate amount of Outstanding Notes of such Series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Note in Global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Notes represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to Section 3.3 or 3.4. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any Global Note in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Issuer Order. If an Issuer Order pursuant to Section 3.3 or 3.4 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to endorsement or delivery or redelivery of a Global Note shall be in writing but need not comply with Section 1.2.

(2) The provisions of the last sentence of Section 3.3 shall apply to any Note represented by a Global Note if such Note was never issued and sold by the Issuer and the Issuer delivers to the Trustee the Global Note together with written instructions (which need not comply with Section 1.2) with regard to the reduction in the principal amount of Notes represented thereby, together with the written statement contemplated by the last sentence of Section 3.3.

- 18 -

(3) Notwithstanding the provisions of Section 3.8, unless otherwise specified as contemplated by Section 3.1, payment of principal of, (and premium, if any) and interest, if any, on any Global Note shall be made to the Person or Persons specified therein.

(4) Notwithstanding the provisions of Section 3.10 and except as provided in the preceding paragraph, the Issuer, the Trustee and any agent of the Issuer and the Trustee shall treat as the Holder of such principal amount of Outstanding Notes represented by a Global Note the Holder of such Global Note.

(5) Unless otherwise specified in the Issuer Order or the Supplemental Indenture authorizing a Series of Notes, every Global Note in registered form of such Series authenticated and delivered by the Trustee shall bear a legend in substantially the following form:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE CANADIAN DEPOSITORY FOR NOTES LIMITED (“CDS”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS AN INTEREST HEREIN.

ARTICLE 3

THE NOTES

(1) The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited.

(2) The Notes may be issued in one or more Series. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 3.3, set forth in, or determined in the manner provided in, an Officer’s Certificate, or established in one or more Supplemental Indentures, prior to the issuance of Notes of any Series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (a), (b) and (w) below), if so provided, may be determined from time to time by the Issuer with respect to unissued Notes of the Series and set forth in such Notes of the Series when issued from time to time):

(a) the title of the Notes of the Series (which shall distinguish the Notes of the Series from all other Series of Notes);

(b) any limit upon the aggregate principal amount of the Notes of the Series that may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes of the Series pursuant to Sections 3.4, 3.5, 3.7, 8.5, 10.7 or 12.5);

- 19 -

(c) the extent and manner, if any, to which payment on or in respect of Notes of that Series will be senior or will be subordinated to the prior payment or other liabilities and obligations of the Issuer;

(d) the percentage or percentages of principal amount at which the Notes of a Series will be issued;

(e) the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the Notes of the Series is payable;

(f) the rate or rates at which the Notes of the Series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on any Note on any Interest Payment Date, or the method by which such date or dates shall be determined, and the basis upon which interest shall be calculated if other than on the basis of a 365-day year or 366-day year, as applicable;

(g) the place or places, if any, other than or in addition to Toronto, Ontario, where the principal of (and premium, if any) and interest, if any, on Notes of the Series shall be payable, where any Notes of the Series may be surrendered for registration of transfer, where Notes of the Series may be surrendered for exchange, where Notes of the Series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and, if different than the location specified in Section 1.5, the place or places where notices or demands to or upon the Issuer in respect of the Notes of the Series and this Indenture may be served;

(h) the period or periods within which, the price or prices at which, the Currency in which, and other terms and conditions upon which Notes of the Series may be redeemed, in whole or in part, at the option of the Issuer, if the Issuer is to have that option;

(i) the obligation, if any, of the Issuer to redeem, repay or purchase Notes of the Series pursuant to any sinking fund or analogous provision or at the option of a Holder thereof, and the period or periods within which, the price or prices at which, the Currency in which, and other terms and conditions upon which Notes of the Series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;

(j) if other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations in which any Notes of the Series shall be issuable;

(k) if other than the Issuer or the Trustee, the identity of each Note Registrar and/or Paying Agent;

(l) if other than the principal amount thereof, the portion of the principal amount of Notes of the Series that shall be payable upon declaration of acceleration of the Maturity Date thereof pursuant to Section 5.3 or the method by which such portion shall be determined;

(m) if the Notes may be converted into or exercised or exchanged for common stock or preferred stock or other Securities of the Issuer or any other Person, the terms on which conversion, exercise or exchange may occur, including whether conversion, exercise or exchange is mandatory, at the option of the Holder or at the Issuer’s option, the period during which conversion, exercise or exchange may occur, the initial conversion, exercise or exchange price or rate and the circumstances or manner in which the amount of common stock or preferred stock or other Securities issuable upon conversion, exercise or exchange may be adjusted;

- 20 -

(n) any subordination provisions applicable to the Notes;

(o) the issue price at which the Notes will originally be issued, expressed as a percentage of the principal amount, and the original issue date;

(p) if the Note is also an Original Issue Discount Note, the Yield to the Maturity;

(q) if other than Dollars, the Currency in which payment of the principal of (or premium, if any) or interest, if any, on the Notes of the Series shall be payable or in which the Notes of the Series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 3.13;

(r) whether the amount of payments of principal of (or premium, if any) or interest, if any, on the Notes of the Series may be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and the manner in which such amounts shall be determined;

(s) whether the principal of (or premium, if any) or interest, if any, on the Notes of the Series are to be payable, at the election of the Issuer or a Holder thereof, in a Currency other than that in which such Notes are denominated or stated to be payable, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Notes are denominated or stated to be payable and the Currency in which such Notes are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 3.13;

(t) the designation of the initial Exchange Rate Agent, if any;

(u) the applicability, if any, of Section 13.2 and/or 13.3 to the Notes of the Series and any deletion from, modification of, in addition to or in lieu of any of the provisions of Article 13 with respect to Notes of that Series whether or not consistent with the provisions of Article 13 set forth herein;

(v) provisions, if any, granting special rights to the Holders of Notes of the Series upon the occurrence of such events as may be specified;

(w) any deletions from, modifications of or additions to the Events of Default or covenants (including any deletions from, modifications of or additions to Section 9.5) of the Issuer with respect to Notes of the Series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;

(x) any restrictions applicable to the offer, sale or delivery of Notes, whether any Notes of the Series are to be issuable initially as temporary Global Notes and whether any Notes of the Series are to be issuable as permanent Global Notes and, if so, whether beneficial owners of interests in any such permanent Global Note may exchange such interests for Notes of such Series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 3.5, and if Notes of the Series are to be issuable in Global form, the identity of any initial depository therefor;

- 21 -

(y) the date as of which any temporary Global Note representing Outstanding Notes of the Series shall be dated if other than the date of original issuance of the first Note of the Series to be issued;

(z) the Person to whom any interest on any Note of the Series shall be payable, if other than the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, and the extent to which, or the manner in which, any interest payable on a temporary Global Note on an Interest Payment Date will be paid if other than in the manner provided in Section 3.4;

(aa) if Notes of the Series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Note of such Series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and/or terms of such certificates, documents or conditions;

(bb) if the Notes of the Series are to be issued upon the exercise of warrants, the time, manner and place for such Notes to be authenticated and delivered;

(cc) whether, under what circumstances and the Currency in which the Issuer will pay any Additional Amounts on the Notes of the Series to any Holder (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Issuer will have the option to redeem such Notes rather than pay such Additional Amounts (and the terms of any such option);

(dd) if the Notes of the Series are to be convertible into or exchangeable for any Securities of any Person (including the Issuer), the terms and conditions upon which such Notes will be so convertible or exchangeable;

(ee) the form of the face and reverse of the Notes of such Series;

(ff) CUSIP numbers, if any;

(gg) the form(s) of certificates contemplated by Sections 3.3(3), 3.4 and 3.13, if applicable; and

(hh) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the Series (which terms shall not be inconsistent with the provisions of this Indenture).

(3) All Notes of any one Series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution (subject to Section 3.3) and set forth in such Officer’s Certificate or in any such Supplemental Indenture. Not all Notes of any one Series need be issued at the same time, and, unless otherwise provided, a Series may be reopened for issuances of additional Notes of such Series.

(4) If any of the terms of the Series are established by action taken pursuant to one or more Board Resolutions, such Board Resolutions shall be delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms of the Series.

- 22 -

The Notes of each Series shall be issuable in such denominations as shall be specified as contemplated by Section 3.1. In the absence of any such provisions, the Notes of each Series denominated in Dollars, other than Global Notes (which may be of any denomination), shall be issuable in denominations of $1,000 and any integral multiple thereof.

(1) The Notes shall be executed on behalf of the Issuer by any one of the Issuer’s Board members or officers. The Notes may be executed on behalf of the Issuer in counterparts, each of which shall constitute an original and all of which when taken together shall constitute one and the same instrument. The signature of any of the Issuer’s Board members or officers on the Notes and any counterparts thereto, may be the manual, facsimile or other electronic signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes.

(2) Notes bearing the manual, facsimile or other electronic signatures of individuals who were at any time the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

(3) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes of any Series, executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Issuer Order shall authenticate and deliver such Notes. If not all the Notes of any Series are to be issued at one time and if the Board Resolution or Supplemental Indenture establishing such Series shall so permit, the Issuer Order may set forth procedures acceptable to the Trustee for the issuance of such Notes and determining terms of particular Notes of such Series such as interest rate, stated maturity, date of issuance and date from which interest shall accrue.

(4) In authenticating any Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be provided with, and shall be fully protected in relying upon:

(a) an Opinion of Counsel stating:

(i) that such Notes, when completed by appropriate insertions and executed and delivered by the Issuer to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Issuer, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other customary qualifications;

(ii) that the Issuer has the requisite corporate power to issue such Notes, and has duly taken all necessary action in accordance with its constating documents with respect to such issuance; and

- 23 -

(iii) that the issuance of such Notes will not contravene the constating documents of the Issuer; and

(b) an Officer’s Certificate stating:

(i) that the form or forms of such Notes have been established in conformity with the provisions of this Indenture; and

(ii) that the terms of such Notes have been established in conformity with the provisions of this Indenture.

(5) Notwithstanding the provisions of Section 3.1 and of the preceding two paragraphs, if not all the Notes of any Series are to be issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 3.1 or the Issuer Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Note, but such documents shall be delivered prior to or at the time of issuance of the first Note of such Series.

(6) The Trustee shall not be required to authenticate and deliver any Notes if the issue of such Notes pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

(7) Each Note shall be dated the date of its authentication.

(8) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 3.11 together with a written statement (which need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

(1) Pending the preparation of definitive Notes of any Series, the Issuer may execute, and upon receipt of the Issuer Order the Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued, in registered form, and with such appropriate insertions, omissions, substitutions and other variations as conclusively the officers executing such Notes may determine, as conclusively evidenced by their execution of such Notes. Such temporary Notes may be Global Notes.

(2) Except in the case of temporary Global Notes (which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Notes of any Series are issued, the Issuer will cause definitive Notes of that Series to be prepared without unreasonable delay. After the preparation of definitive Notes of such Series, the temporary Notes of such Series shall be exchangeable for definitive Notes of such Series upon surrender of the temporary Notes of such Series at the office or agency of the Issuer in a Place of Payment for that Series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes of any Series, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Notes of the same Series of authorized denominations. Until so exchanged, the temporary Notes of any Series shall in all respects be entitled to the same benefits under this Indenture as definitive Notes of such Series.

- 24 -

(3) If temporary Global Notes of any Series are issued, any such temporary Global Note shall, unless otherwise provided therein, be delivered to the Toronto office of the Depository, for credit to the respective accounts of the beneficial owners of such Notes (or to such other accounts as they may direct).

(4) Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary Global Note (the “Exchange Date”), the Issuer shall deliver to the Trustee definitive Notes, in aggregate principal amount equal to the principal amount of such temporary Global Note, executed by the Issuer. On or after the Exchange Date such temporary Global Note shall be surrendered by the Depository to the Trustee, as the Issuer’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Notes without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary Global Note, an equal aggregate principal amount of definitive Notes of the same Series of authorized denominations and of like tenor as the portion of such temporary Global Note to be exchanged. The definitive Notes to be delivered in exchange for any such temporary Global Note shall be in registered form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 3.1, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary Global Note, upon such presentation by the Depository, such temporary Global Note is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by the beneficial owner as to the portion of such temporary Global Note held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date in such form as may be established pursuant to Section 3.1.

(5) Unless otherwise specified in such temporary Global Note, the interest of a beneficial owner of Notes of a Series in a temporary Global Note shall be exchanged for definitive Notes of the same Series and of like tenor following the Exchange Date when the account holder instructs the Depository, to request such exchange on his behalf and delivers to the Depository, a certificate in such form as may be established pursuant to Section 3.1, dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of the Depository, the Trustee, any Authenticating Agent appointed for such Series of Notes and each Paying Agent. Unless otherwise specified in such temporary Global Note, any such exchange shall be made free of charge to the beneficial owners of such temporary Global Note, except that a Person receiving definitive Notes must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Notes in person at the offices of the Depository.

(6) Until exchanged in full as hereinabove provided, the temporary Notes of any Series shall in all respects be entitled to the same benefits under this Indenture as definitive Notes of the same Series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 3.1, interest payable on a temporary Global Note on an Interest Payment Date for Notes of such Series occurring prior to the applicable Exchange Date shall be payable to the Depository (on behalf of the beneficial owners) on such Interest Payment Date upon delivery by the Depository to the Trustee of a certificate or certificates in such form as may be established pursuant to Section 3.1, for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary Global Note on such Interest Payment Date and who have each delivered to the Depository a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in in such form as may be established pursuant to Section 3.1. Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 3.3 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary Global Note with respect to which such certification was made will be exchanged for definitive Notes of the same Series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary Global Note will be made unless and until such interest in such temporary Global Note shall have been exchanged for an interest in a definitive Note. Any interest so received by the Depository and not paid as herein provided shall be returned to the Trustee immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Issuer in accordance with Section 9.3.

- 25 -

(1) The Issuer shall keep or shall cause to be kept a securities register (the “Central Register”) of Holders of each Series of Notes maintained in compliance with applicable laws. The Issuer will cause the particulars of each such issue, exchange or transfer of Notes to be recorded in the Central Register. The Trustee shall initially be the central security registrar (the “Central Note Registrar”) for the purpose of registering Notes and transfers and exchanges of Notes in the Central Register as provided herein; provided, however, the Issuer may appoint from time to time one or more successor Central Note Registrars and may from time to time rescind any such appointment.

(2) The Issuer shall also cause to be maintained a branch register (a “branch register”) or branch registers of Holders of Notes in accordance with Section 9.2 in the same manner and containing the same information with respect to each entry contained therein as contained in the Central Register. A copy of every entry in a branch register shall, promptly after the entry is made, be transmitted to the Central Note Registrar. If there is a conflict between the information contained in the Central Register and the information contained in the branch register, the information contained in the Central Register shall prevail. The Trustee is hereby initially appointed as branch security registrar (the “Branch Note Registrar”) for the purpose of maintaining a branch register at its Corporate Trust Office; provided, however, the Issuer may appoint from time to time one or more successor or additional Branch Note Registrars and may from time to time rescind any such appointment. The Central Register together with each branch register are collectively referred to herein as the “Note Register” and the Central Note Registrar together with each Branch Note Registrar are collectively referred to herein as the “Note Registrar”.

(3) At all reasonable times, the Note Register shall be open for inspection by the Issuer, the Trustee or any Holder of a Registered Note. The Note Registrar shall from time to time when requested to do so by the Issuer, in writing, furnish the Issuer with a list of names and addresses of Holders of Registered Notes entered on the Note Register kept by it and showing the principal amount and serial numbers of the Notes held by each such Holder.

(4) Upon surrender for registration of transfer of any Registered Note of any Series at the office or agency in a Place of Payment for that Series, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee, one or more new Registered Notes of the same Series, of any authorized denominations and of a like aggregate principal amount and tenor.

(5) At the option of the Holder, Registered Notes of any Series may be exchanged for other Notes of the same Series, of any authorized denomination and of a like aggregate principal amount, upon surrender of the Registered Notes to be exchanged at such office or agency. Whenever any Registered Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Registered Notes which the Holder making the exchange is entitled to receive.

- 26 -

(6) Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive.

(7) Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 3.1, any permanent Global Note shall be exchangeable only as provided in this paragraph. If any beneficial owner of an interest in a permanent Global Note is entitled to exchange such interest for Notes of such Series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 3.1 and provided that any applicable notice provided in the permanent Global Note shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Issuer shall deliver to the Trustee definitive Notes in aggregate principal amount equal to the principal amount of such beneficial owner’s interest in such permanent Global Note, executed by the Issuer. On or after the earliest date on which such interests may be so exchanged, such permanent Global Note shall be surrendered by the Depository to the Trustee, as the Issuer’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Notes without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent Global Note, an equal aggregate principal amount of definitive Notes of the same Series of authorized denominations and of like tenor as the portion of such permanent Global Note to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending on the relevant Redemption Date if the Note for which exchange is requested may be among those selected for redemption. If a Registered Note is issued in exchange for any portion of a permanent Global Note after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Note, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent Global Note is payable in accordance with the provisions of this Indenture.

(8) If at any time the Depository of a Series notifies the Issuer that it is unwilling, unable or no longer qualifies to continue as Depository of such Series, the Issuer shall appoint a successor depository with respect to the Notes for such Series. If a successor to the Depository is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, as the case may be, the Issuer’s election pursuant to Section 3.1 shall no longer be effective with respect to the Notes for such Series and the Issuer will execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Notes of such Series, will authenticate and deliver Notes of such Series in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note or Global Notes representing such Series in exchange for such Global Note or Global Notes.

(9) The Issuer may at any time and in its sole discretion determine that the Notes of any Series issued in the form of one or more Global Notes shall no longer be represented by such Global Note or Notes. In such event the Issuer will execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Notes of such Series, will authenticate and deliver Notes of such Series in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note or Notes representing such Series in exchange for such Global Note or Global Notes.

- 27 -

(10) Upon the exchange of a Global Note for Notes in definitive registered form, such Global Note shall be cancelled by the Trustee. Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Notes to the persons in whose names such Notes are so registered.

(11) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

(12) Every Registered Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Issuer and the Note Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

(13) No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 3.4, Section 8.5, Section 10.7 or 12.5 not involving any transfer.

(14) The Issuer shall not be required (i) to issue, register the transfer of or exchange Notes of any Series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Notes of that Series under Section 10.3 or 11.3 and ending at the close of business on the day of the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Note so selected for redemption in whole or in part, except the unredeemed portion of any Registered Note being redeemed in part, or (iii) to issue, register the transfer of or exchange any Note which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Note not to be so repaid.

(1) The Trustee shall provide to any registered Holder such information with respect to other registered Holders as is required under any applicable Trust Indenture Legislation.

(2) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Trustee that none of the Issuer, the Trustee nor any of their agents shall be held accountable by reason of the disclosure of such list of the names and addresses of the Holders, regardless of the source from which such information was derived.

(1) If any mutilated Note is surrendered to the Trustee, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Note of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding, or, in case any such mutilated Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note.

- 28 -

(2) If there shall be delivered to the Issuer and to the Trustee (i) evidence to the Trustee’s satisfaction of the destruction, loss or theft of any Note and (ii) such surety bond and indemnity in amount and form as may be required by them to save each of them and their agents harmless, then, in the absence of notice to the Issuer or the Trustee that such Note has been acquired by a bona fide purchaser (as defined under the Canada Business Corporations Act), the Issuer shall execute and upon receipt of the Issuer Order the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. The applicant for a replacement Note shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Issuer and to the Trustee such evidence of ownership and of the loss, destruction or theft of the Note so lost, destroyed or stolen as shall be satisfactory to each of the Issuer and the Trustee in their discretion, and such applicant shall also furnish an indemnity and surety bond, in amount and form satisfactory to each of the Issuer and the Trustee in their discretion, and shall pay the reasonable charges and expenses of the Issuer and the Trustee in connection therewith. Any instructions by the Issuer to the Trustee under this section shall include such indemnity for the protection of the Trustee as the Trustee may reasonably require.

(3) Notwithstanding the provisions of the previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note.

(4) Upon the issuance of any new Note under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

(5) Every new Note of any Series issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Note, shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note, shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of that Series duly issued hereunder.

(6) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

(1) Unless otherwise provided as contemplated by Section 3.1 with respect to any Series of Notes, interest, if any, on any Registered Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Issuer maintained for such purpose pursuant to Section 9.2; provided, however, that each installment of interest, if any, on any Registered Note may, at the Issuer’s option, be paid by (i) mailing a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 3.10, to the address of such Person as it appears on the Note Register or (ii) wire transfer to an account located in Canada maintained by the payee.

(2) Unless otherwise provided as contemplated by Section 3.1, every permanent Global Note will provide that interest, if any, payable on any Interest Payment Date will be paid to the Depository on behalf of the beneficial owners with respect to that portion of such permanent Global Note held for their account by the Depository, for the purpose of permitting the Depository to credit the interest, if any, received by it in respect of such permanent Global Note to the accounts of the beneficial owners thereof.

- 29 -

(3) Any interest on any Registered Note of any Series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such defaulted interest and, if applicable, interest on such defaulted interest (to the extent lawful) at the rate specified in the Notes of such Series (such defaulted interest and, if applicable, interest and Additional Amounts (if any) thereon herein collectively called “Defaulted Interest”) may be paid by the Issuer, at its election, as provided in clause (a) or (b) below:

(a) The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Notes of such Series (or their respective Predecessor Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Registered Note of such Series and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money in the Currency in which the Notes of such Series are payable (except as otherwise specified pursuant to Section 3.1 for the Notes of such Series and except, if applicable, as provided in Sections 3.13(2), 3.13(4) and 3.13(5)) equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record Date and, in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner provided in Section 1.6, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose name the Registered Notes of such Series (or their respective Predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b).

(b) The Issuer may make payment of any Defaulted Interest on the Registered Notes of any Series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

(4) The provisions of this Section 3.8(4) may be made applicable to any Series of Notes pursuant to Section 3.1 (with such modifications, additions or substitutions as may be specified pursuant to such Section 3.1). The interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) on any Note of such Series may be reset by the Issuer on the date or dates specified on the face of such Note (each an “Optional Reset Date”). The Issuer may exercise such option with respect to such Note by notifying the Trustee of such exercise at least 50 but not more than 60 days prior to an Optional Reset Date for such Note, which notice shall set forth the specific information to be contained in the Reset Notice (as defined below). Not later than 40 days prior to each Optional Reset Date, the Trustee shall transmit, in the manner provided for in Section 1.6, to the Holder of any such Note a notice (the “Reset Notice”) indicating whether the Issuer has elected to reset the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable), and if so (i) such new interest rate (or such new spread or spread multiplier, if applicable) or method of determining such rate (or spread or spread multiplier, if applicable) and (ii) the provisions, if any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date or if there is no such next Optional Reset Date, to the Maturity Date of such Note (each such period a “Subsequent Interest Period”), including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Subsequent Interest Period.

- 30 -

Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date, the Issuer may, at its option, revoke the interest rate (or spread or spread multiplier used to calculate such interest rate, if applicable) or method of determining such interest rate (or spread or spread multiplier, if applicable) provided for in the Reset Notice and establish an interest rate (or a spread or spread multiplier used to calculate such interest rate, if applicable) or method of determining such interest rate (or spread or spread multiplier, if applicable) that is higher than the interest rate (or spread or spread multiplier, if applicable) or method of determining such interest rate (or spread or spread multiplier, if applicable) provided for in the Reset Notice, for the Subsequent Interest Period by causing the Trustee to transmit, in the manner provided for in Section 1.6, notice of such higher interest rate (or such higher spread or spread multiplier, if applicable) or method of determining such interest rate (or spread or spread multiplier, if applicable) to the Holder of such Note. Such notice shall be irrevocable. All Notes with respect to which the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) is reset on an Optional Reset Date, and with respect to which the Holders of such Notes have not tendered such Notes for repayment (or have validly revoked any such tender) pursuant to the next succeeding paragraph, will bear such higher interest rate (or such higher spread or spread multiplier, if applicable).

The Holder of any such Note will have the option to elect repayment by the Issuer of the principal of such Note on each Optional Reset Date at a price equal to the principal amount thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the Holder must follow the procedures set forth in Article 12 for repayment at the option of Holders except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset Date and except that, if the Holder has tendered any Note for repayment pursuant to the Reset Notice, the Holder may, by written notice to the Trustee, revoke such tender or repayment until the close of business on the tenth day before such Optional Reset Date.

(5) Subject to the foregoing provisions of this Section and Section 3.5, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

(1) The provisions of this Section 3.9 may be made applicable to any Series of Notes pursuant to Section 3.1 (with such modifications, additions or substitutions as may be specified pursuant to such Section 3.1). The Maturity Date of any Note of such Series may be extended at the option of the Issuer for the period or periods specified on the face of such Note (each an “Extension Period”) up to but not beyond the date (the “Final Maturity Date”) set forth on the face of such Note. The Issuer may exercise such option with respect to any Note by notifying the Trustee of such exercise at least 50 but not more than 60 days prior to the Maturity Date of such Note in effect prior to the exercise of such option (the “Original Maturity Date”), which notice shall set forth the specific information to be contained in the Extension Notice (as defined below). If the Issuer exercises such option, the Trustee shall transmit, in the manner provided for in Section 1.6, to the Holder of such Note not later than 40 days prior to the Original Maturity Date a notice (the “Extension Notice”) indicating (i) the election of the Issuer to extend the Maturity Date, (ii) the new Maturity Date, (iii) the interest rate, if any, applicable to the Extension Period and (iv) the provisions, if any, for redemption during such Extension Period. Upon the Trustee’s transmittal of the Extension Notice, the Maturity Date of such Note shall be extended automatically and, except as modified by the Extension Notice and as described in the next paragraph, such Note will have the same terms as prior to the transmittal of such Extension Notice.

- 31 -

(2) Notwithstanding the foregoing, not later than 20 days before the Original Maturity Date of such Note, the Issuer may, at its option, revoke the interest rate provided for in the Extension Notice and establish a higher interest rate for the Extension Period by causing the Trustee to transmit, in the manner provided for in Section 1.6, notice of such higher interest rate to the Holder of such Note. Such notice shall be irrevocable. All Notes with respect to which the Maturity Date is extended will bear such higher interest rate.

(3) If the Issuer extends the Maturity Date of any Note, the Holder will have the option to elect repayment of such Note by the Issuer on the Original Maturity Date at a price equal to the principal amount thereof, plus interest accrued to such date. In order to obtain repayment on the Original Maturity Date once the Issuer has extended the Maturity Date thereof, the Holder must follow the procedures set forth in Article 12 for repayment at the option of Holders, except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to the Original Maturity Date and except that, if the Holder has tendered any Note for repayment pursuant to an Extension Notice, the Holder may by written notice to the Trustee revoke such tender for repayment until the close of business on the tenth day before the Original Maturity Date.

(1) Prior to due presentment of a Registered Note for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name such Registered Note is registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 3.5 and 3.8) interest, if any, on such Registered Note and for all other purposes whatsoever, whether or not such Registered Note be overdue, and none of the Issuer, the Trustee or any agent of the Issuer or the Trustee shall be affected by notice to the contrary.

(2) None of the Issuer, the Trustee, any Paying Agent or the Note Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

(3) Notwithstanding the foregoing, with respect to any Global Note, 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 any depository, as a Holder, with respect to such Global Note or impair, as between such depository and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of such depository (or its nominee) as Holder of such Global Note.

All Notes surrendered for payment, redemption, repayment at the option of the Holder, registration of transfer or exchange or for credit against any current or future sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. All Notes so delivered to the Trustee shall be promptly cancelled by it. The Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Notes previously authenticated hereunder which the Issuer has not issued and sold, and all Notes so delivered shall be promptly cancelled by the Trustee. If the Issuer shall so acquire any of the Notes, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes held by the Trustee shall be disposed of by the Trustee in accordance with the Trustee’s customary procedures and certification of its disposal delivered to the Issuer upon its written request therefor unless by Issuer Order the Issuer shall direct that cancelled Notes be returned to it.

- 32 -

Except as otherwise specified as contemplated by Section 3.1 with respect to any Notes, interest, if any, on the Notes of each Series shall be computed on the basis of a 365-day year or 366-day year, as applicable.

(1) With respect to Registered Notes of any Series not permitting the election provided for in paragraph (2) below or the Holders of which have not made the election provided for in paragraph (2) below, payment of the principal of (and premium, if any) and interest, if any, on any Registered Note of such Series will be made in the Currency in which such Registered Note is payable. The provisions of this Section 3.13 may be modified or superseded with respect to any Notes pursuant to Section 3.1.

(2) It may be provided pursuant to Section 3.1 with respect to Registered Notes of any Series that Holders shall have the option, subject to paragraphs (4) and (5) below, to receive payments of principal of (or premium, if any) or interest, if any, on such Registered Notes in any of the Currencies which may be designated for such election by delivering to the Trustee a written election with signature guarantees and in the applicable form established pursuant to Section 3.1, not later than the close of business on the Election Date immediately preceding the applicable payment date. If a Holder so elects to receive such payments in any such Currency, such election will remain in effect for such Holder or any transferee of such Holder until changed by such Holder or such transferee by written notice to the Trustee (but any such change must be made not later than the close of business on the Election Date immediately preceding the next payment date to be effective for the payment to be made on such payment date and no such change of election may be made with respect to payments to be made on any Registered Note of such Series with respect to which an Event of Default has occurred or with respect to which the Issuer has deposited funds pursuant to Article 4 or Article 13 or with respect to which a notice of redemption has been given by the Issuer or a notice of option to elect repayment has been sent by such Holder or such transferee). Any Holder of any such Registered Note who shall not have delivered any such election to the Trustee not later than the close of business on the applicable Election Date will be paid the amount due on the applicable payment date in the relevant Currency as provided in Section 3.13(1). In no case may a Holder of Registered Notes of any Series elect to receive payments in any Currency as described in this Section 3.13(2) following a deposit of funds with respect to the Registered Notes of such Series as described in Section 4.1(1)(b). The Trustee shall notify the Exchange Rate Agent as soon as practicable after the Election Date of the aggregate principal amount of Registered Notes for which Holders have made such written election.

(3) Unless otherwise specified pursuant to Section 3.1, if the election referred to in paragraph (2) above has been provided for pursuant to Section 3.1, then, unless otherwise specified pursuant to Section 3.1, not later than the fourth Business Day after the Election Date for each payment date for Registered Notes of any Series, the Exchange Rate Agent will deliver to the Issuer a written notice specifying, in the Currency in which Registered Notes of such Series are payable, the respective aggregate amounts of principal of (and premium, if any) and interest, if any, on the Registered Notes to be paid on such payment date, specifying the amounts in such Currency so payable in respect of the Registered Notes as to which the Holders of Registered Notes of such Series shall have elected to be paid in another Currency as provided in paragraph (2) above. If the election referred to in paragraph (2) above has been provided for pursuant to Section 3.1 and if at least one Holder has made such election, then, unless otherwise specified pursuant to Section 3.1, on the second Business Day preceding such payment date the Issuer will deliver to the Trustee for such Series of Registered Notes an Exchange Rate Officer’s Certificate in respect of the Dollar or Foreign Currency payments to be made on such payment date. Unless otherwise specified pursuant to Section 3.1, the Dollar or Foreign Currency amount receivable by Holders of Registered Notes who have elected payment in a Currency as provided in paragraph (2) above shall be determined by the Issuer on the basis of the applicable Market Exchange Rate in effect on the third Business Day (the “Valuation Date”) immediately preceding each payment date, and such determination shall be conclusive and binding for all purposes, absent manifest error.

- 33 -

(4) If a Conversion Event occurs with respect to a Foreign Currency in which any of the Registered Notes are denominated or payable other than pursuant to an election provided for pursuant to paragraph (2) above, then with respect to each date for the payment of principal of (and premium, if any) and interest, if any, on the applicable Registered Notes denominated or payable in such Foreign Currency occurring after the last date on which such Foreign Currency was used (the “Conversion Date”), the Dollar shall be the Currency of payment for use on each such payment date. Unless otherwise specified pursuant to Section 3.1, the Dollar amount to be paid by the Issuer to the Trustee and by the Trustee or any Paying Agent to the Holders of such Registered Notes with respect to such payment date shall be, in the case of a Foreign Currency, the Dollar Equivalent of the Foreign Currency as determined by the Exchange Rate Agent in the manner provided in paragraph (6) below.

(5) Unless otherwise specified pursuant to Section 3.1, if the Holder of a Registered Note denominated in any Currency shall have elected to be paid in another Currency as provided in paragraph (2) above, and a Conversion Event occurs with respect to such elected Currency, such Holder shall receive payment in the Currency in which payment would have been made in the absence of such election; and if a Conversion Event occurs with respect to the Currency in which payment would have been made in the absence of such election, such Holder shall receive payment in Dollars as provided in paragraph (4) above.

(6) The “Dollar Equivalent of the Foreign Currency” shall be determined by the Exchange Rate Agent and shall be obtained for each subsequent payment date after the Conversion Date by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Conversion Date.

(7) For purposes of this Section 3.13, “Election Date” shall mean the date for any Series of Registered Notes as specified pursuant to clause (s) of Section 3.1(2) by which the written election referred to in paragraph (2) above may be made.

(8) All decisions and determinations of the Exchange Rate Agent regarding the Dollar Equivalent of the Foreign Currency and the Market Exchange Rate as specified above shall be in its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Issuer, the Trustee and all Holders of such Notes denominated or payable in the relevant Currency. The Exchange Rate Agent shall promptly give written notice to the Issuer and the Trustee of any such decision or determination.

(9) In the event that the Issuer determines in good faith that a Conversion Event has occurred with respect to a Foreign Currency, the Issuer will immediately give written notice thereof to the Trustee and to the Exchange Rate Agent (and the Trustee will promptly thereafter give notice in the manner provided for in Section 1.6 to the affected Holders) specifying the Conversion Date.

(10) The Trustee shall be fully justified and protected in relying and acting upon information received by it from the Issuer and the Exchange Rate Agent and shall not otherwise have any duty or obligation to determine the accuracy or validity of such information independent of the Issuer or the Exchange Rate Agent.

- 34 -

(1) Unless otherwise specified pursuant to Section 3.1, if and so long as the Notes of any Series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of this Indenture, then the Issuer will maintain with respect to each such Series of Notes, or as so required, at least one Exchange Rate Agent. The Issuer will cause the Exchange Rate Agent to make the necessary foreign exchange determinations at the time and in the manner specified pursuant to Section 3.1 for the purpose of determining the applicable rate of exchange and, if applicable, for the purpose of converting the issued Currency into the applicable payment Currency for the payment of principal (and premium, if any) and interest, if any, pursuant to Section 3.13.

(2) No resignation of the Exchange Rate Agent and no appointment of a successor Exchange Rate Agent pursuant to this Section shall become effective until the acceptance of appointment by the successor Exchange Rate Agent as evidenced by a written instrument delivered to the Issuer and the Trustee accepting such appointment executed by the successor Exchange Rate Agent.

(3) If the Exchange Rate Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Exchange Rate Agent for any cause with respect to the Notes of one or more Series, the Issuer, by or pursuant to a Board Resolution, shall promptly appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to the Notes of that or those Series (it being understood that any such successor Exchange Rate Agent may be appointed with respect to the Notes of one or more or all of such Series and that, unless otherwise specified pursuant to Section 3.1, at any time there shall only be one Exchange Rate Agent with respect to the Notes of any particular Series that are originally issued by the Issuer on the same date and that are initially denominated and/or payable in the same Currency).

The Issuer in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

ARTICLE 4

SATISFACTION AND DISCHARGE

(1) This Indenture shall upon Issuer Request cease to be of further effect with respect to any Series of Notes specified in the Issuer Request (except as to any surviving rights of registration of transfer or exchange of Notes of such Series expressly provided for herein or pursuant hereto and any right to receive any Additional Amounts) and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such Series when:

(a) either

(i) all Notes of such Series theretofore authenticated and delivered, (ii) Notes of such Series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.7, and (iii) Notes of such Series for whose payment money has theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Issuer and thereafter repaid to the Issuer, as provided in Section 9.3) have been delivered to the Trustee for cancellation; or

- 35 -

(ii) all Notes of such Series

(1) have become due and payable, or

(2) will become due and payable on their Maturity Date within one year, or

(3) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer,

and the Issuer, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount in the Currency in which the Notes of such Series are payable, sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and any interest and Additional Amounts payable to the date of such deposit (in the case of Notes which have become due and payable) or to the Maturity Date or Redemption Date, as the case may be;

(b) the Issuer has paid or caused to be paid all other sums payable with respect to the Notes of such Series hereunder by the Issuer; and

(c) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Series have been complied with.

(2) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 6.6, the obligations of the Trustee to any Authenticating Agent under Section 6.11 and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 9.3 shall survive.

Subject to the provisions of the last paragraph of Section 9.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held in trust and applied by the Trustee, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest, if any, for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

- 36 -

ARTICLE 5

REMEDIES

“Event of Default”, wherever used herein with respect to Notes of any Series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) default in the payment of any installment of principal of (or premium, if any, on) any Note of that Series or any interest due on any Note of that Series when such installment of principal (or premium), interest becomes due and payable, and continuance of such default for a period of 30 consecutive days; or

(b) default in the payment of the principal of (or premium, if any, on) any Note of that Series at the Maturity Date of such Note; or

(c) default in the deposit of any sinking fund or analogous payment when due by the terms of any Note of that Series and Article 11; or

(d) default in the performance, or breach, of any covenant or agreement of the Issuer in this Indenture (other than those covenants or agreements whose default or breach is specifically dealt with elsewhere in this Section), and continuance of such default or breach for a period of 60 consecutive days after there has been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in principal amount of all Outstanding Notes of that Series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(e) the failure by the Issuer to perform or comply with Article 7 of this Indenture; or

(f) the entry of a decree or order by a court having jurisdiction in the premises adjudging the Issuer or any Guarantor a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer or any Guarantor under applicable law relating to bankruptcy, insolvency or relief of debtors, or any other analogous bankruptcy or insolvency laws in the jurisdiction of formation or incorporation of the applicable Issuer or Guarantor, or the issuance of a sequestration order or the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or any Guarantor or in receipt of any substantial part of the property of the Issuer or any Guarantor, and any such decree, order or appointment continues unstayed and in effect for a period of 90 consecutive days; or

(g) the institution by the Issuer or any Guarantor of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief from creditors in respect of it or its property under applicable law relating to bankruptcy, insolvency or relief of debtors, or any other analogous bankruptcy or insolvency laws in the jurisdiction of formation or incorporation of the applicable Issuer or Guarantor, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or any Guarantor or of any substantial part of its property, or the making by it of a general assignment for the benefit of creditors, or the petition or application to any court or tribunal for the appointment of a receiver or trustee for itself or any substantial part of its property, or the admission by it in writing of its inability to pay its debts generally as they become due or the taking by it of corporate action in furtherance of any of the aforesaid purposes; or

- 37 -

(h) a resolution is passed for the winding up or liquidation of (i) the Issuer, except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Article 7 are observed and performed, or (ii) any Guarantor, except in the course of carrying out or pursuant to a transaction in respect of which the conditions of a Successor Transaction (as defined in the applicable Guarantee) are observed and performed; or

(i) any other Event of Default provided with respect to Notes of that Series; or

(j) the occurrence of any “Event of Default” under any Guarantee while it is outstanding (as that term is defined in such Guarantee).

(1) If an Event of Default with respect to the Notes of any Series shall occur and be continuing, the Trustee shall, within 30 days after the Trustee becomes aware of the occurrence of such Event of Default, give notice of such Event of Default to the Holders of that Series, and may, notwithstanding that no Default has occurred with respect to the Notes of any other Series, give notice to the Holders of the Notes of such other Series unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default in the payment of the principal of (or premium, if any) or interest, if any, on any Note of such Series or in the payment of any sinking fund installment with respect to Notes of such Series, the Trustee shall be protected in withholding such notice if and so long as the Trustee in good faith determines that the Issuer has made provisions to cure the same or withholding of such notice, upon the advice of counsel, is in the best interest of the Holders of such Series; and provided further that in the case of any Default of the character specified in Section 5.1(d) with respect to Notes of such Series, no such notice to Holders shall be given until at least 30 days after the expiry of the 60 day period referred to in Section 5.1(d).

(2) If notice of an Event of Default has been given to Holders of any Series of Notes and the Default to which such Event of Default relates is thereafter remedied or cured prior to the acceleration of the indebtedness of the Issuer hereunder pursuant to Section 5.3, notice that such Event of Default is no longer continuing with respect to such Series shall be given by the Trustee to the Persons to whom notice of such Event of Default was given pursuant to this Section, such notice to be given within a reasonable time, not to exceed 30 days, after the Trustee becomes aware that such Default has been remedied or cured during such period of time.

(1) If an Event of Default described in clause (a), (b), (c), (d) or (i) of Section 5.1 with respect to Notes of any Series at the time Outstanding occurs and is continuing, then in every such case the Trustee, acting on written direction of Holders of not less than 25% in principal amount of the Outstanding Notes of that Series may declare the principal amount (or, if the Notes of that Series are Original Issue Discount Notes or Indexed Notes, such portion of the principal amount as may be specified in the terms of that Series) of all of the Notes of that Series to be due and payable immediately, by a notice in writing to the Issuer (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified portion thereof) shall become immediately due and payable. If an Event of Default described in clause (f) or (g) of Section 5.1 occurs and is continuing, then in every such case the Trustee, acting on written direction of Holders of not less than 25% in principal amount of all the Notes then Outstanding may declare the principal amount (or, if any such Notes are Original Issue Discount Notes or Indexed Notes, such portion of the principal amount as may be specified in the terms of that Series) of all of the Outstanding Notes to be due and payable immediately, by a notice in writing to the Issuer (and to the Trustee if given by the Holders) and upon any such declaration such principal amount (or specified portion thereof) shall become immediately due and payable.

- 38 -

(2) At any time after such a declaration of acceleration with respect to Notes of any Series (or of all Series, as the case may be) has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of a majority in principal amount of the Outstanding Notes of that Series (or of all Series, as the case may be), by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if:

(a) the Issuer has paid or deposited with the Trustee a sum sufficient to pay in the Currency in which the Notes of such Series are payable (except as otherwise specified pursuant to Section 3.1 for the Notes of such Series and except, if applicable, as provided in Sections 3.13(2), 3.13(4) and 3.13(5)):

(i) all overdue interest and Additional Amounts, if any, on all Outstanding Notes of that Series (or of all Series, as the case may be);

(ii) all unpaid principal of (and premium, if any, on) any Outstanding Notes of that Series (or of all Series, as the case may be) which has become due otherwise than by such declaration of acceleration, and interest on such unpaid principal at the rate or rates prescribed therefor in such Notes;

(iii) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Notes; and

(iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, and the Trustee’s agents and counsel; and

(b) all Events of Default with respect to Notes of that Series (or of all Series, as the case may be), other than the non-payment of amounts of principal of (or premium, if any, on) or interest on Notes of that Series (or of all Series, as the case may be) which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.14.

(3) No such rescission shall affect any subsequent default or impair any right consequent thereon.

(1) The Issuer covenants that if:

(a) default is made in the payment of any installment of principal of (or premium, if any, on) of any Note or interest on any Note when such installment of principal (or premium) or interest becomes due and payable and such default continues for a period of 30 consecutive days; or

- 39 -

(b) default is made in the payment of the principal of (or premium, if any, on) any Note at the Maturity Date of such Note,

then the Issuer will, upon demand of the Trustee, pay to the Trustee for the benefit of the Holders of such Notes, the whole amount then due and payable on such Notes for principal (and premium, if any) and interest, if any, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, on any overdue interest, at the rate or rates prescribed therefor in such Notes, and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, and the Trustee’s agents and counsel.

(2) If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, upon receipt of a notice in writing to the Trustee by the Holders of not less than 25% in principal amount of the Outstanding Notes of that Series and upon being sufficiently indemnified to the Trustee’s reasonable satisfaction against all costs, expenses and liabilities to be incurred, may, in its name as the Trustee hereunder institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuer or any other obligor upon such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or any other obligor upon such Notes, wherever situated.

(3) If an Event of Default with respect to Notes of any Series (or of all Series, as the case may be) occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce the Trustee’s rights and the rights of the Holders of Notes of such Series (or of all Series, as the case may be) by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

(1) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer, Guarantors or any other obligor upon the Notes or the property of the Issuer, Guarantors or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Issuer for the payment of overdue principal, premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of principal (and premium, if any), or such portion of the principal amount of any Series of Original Issue Discount Notes or Indexed Notes as may be specified in the terms of such Series, and interest, if any, owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, and its agents and counsel) and of the Holders allowed in such judicial proceeding; and

(b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to the Trustee for the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, and any other amounts due the Trustee under Section 6.6.

- 40 -

(2) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding except as aforesaid, for the electing of a trustee in bankruptcy or other person performing similar functions.

All rights of action and claims under this Indenture or with respect to the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in the Trustee’s own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, and the Trustee’s agents and counsel, be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been recovered.

Any money collected by the Trustee pursuant to this Article with respect to the Notes shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, if any, upon presentation of the Notes, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

First: To the payment of all amounts due the Trustee under Section 6.6;

Second: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest, if any, on the Notes in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal (and premium, if any) and interest, if any, respectively; and

Third: The balance, if any, to the Issuer or as directed in writing by a court of competent jurisdiction.

No Holder of any Note of any Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(a) an Event of Default with respect to that Series shall have occurred and be continuing and such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Notes of that Series;

(b) the Holders of not less than 25% in principal amount of the Outstanding Notes of that Series in the case of any Event of Default described in clause (a), (b), (c), (d) or (i) of Section 5.1, or, in the case of any Event of Default described in clause (f) or (g) of Section 5.1, the Holders of not less than 25% in principal amount of all Outstanding Notes, shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in the Trustee’s own name as Trustee hereunder;

- 41 -

(c) such Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;

(d) the Trustee for 60 days after the Trustee’s receipt of such notice, request and offer of indemnity, has failed to institute any such proceeding; and

(e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority or more in principal amount of the Outstanding Notes of that Series in the case of any Event of Default described in clause (a), (b), (c), (d) or (i) of Section 5.1, or, in the case of any Event of Default described in clause (f) or (g) of Section 5.1, by the Holders of a majority or more in principal amount of all Outstanding Notes;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes of the same Series, in the case of any Event of Default described in clause (a), (b), (c), (d) or (i) of Section 5.1, or of Holders of all Notes in the case of any Event of Default described in clause (f) or (g) of Section 5.1, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of Notes of the same Series, in the case of any Event of Default described in clause (a), (b), (c), (d) or (i) of Section 5.1, or of Holders of all Notes in the case of any Event of Default described in clause (f) or (g) of Section 5.1.

Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment, as provided herein (including, if applicable, Article 13) and in such Note, of the principal of (and premium, if any) and (subject to Section 3.8) interest, if any, on such Note on the respective Stated Maturities expressed in such Note (or, in the case of redemption or repayment, on the Redemption Date or Repayment Date, as the case may be) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, the Trustee and the Holders of Notes shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of Section 3.7, subject to Section 5.8, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Notes is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

- 42 -

No delay or omission of the Trustee or of any Holder of any Note of any Series to exercise any right or remedy accruing upon any Event of Default with respect to the Notes of such Series shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Indenture or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

With respect to the Notes of any Series, the Holders of not less than a majority in principal amount of the Outstanding Notes of such Series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, relating to or arising under clause (a), (b), (c), (d) or (i) of Section 5.1, and, with respect to all Notes, the Holders of not less than a majority in principal amount of all Outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, not relating to or arising under clause (a), (b), (c), (d) or (i) of Section 5.1, provided that in each case:

(a) such direction shall not be in conflict with any rule of law or with this Indenture;

(b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and

(c) the Trustee need not take any action which might involve the Trustee in personal liability or be unjustly prejudicial to the Holders of Notes of such Series not taking part in such direction.

(1) Subject to Section 5.3, the Holders of not less than a majority in principal amount of the Outstanding Notes of any Series may on behalf of the Holders of all the Notes of such Series waive any past default described in clause (a), (b), (c), (d) or (i) of Section 5.1 (or, in the case of a default described in clause (f) or (g) of Section 5.1, the Holders of not less than a majority in principal amount of all Outstanding Notes may waive any such past default), and its consequences, except:

(a) a waiver that has the effect of forgiving any payment of the principal of (or premium, if any) or interest, if any, on any Note; or

(b) a default in respect of a covenant or provision hereof which under Article 8 cannot be modified or amended without the consent of the Holder of each Outstanding Note of such Series affected.

(2) Upon any such waiver, any such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

- 43 -

The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 6

THE TRUSTEE

There shall be at all times a Trustee under this Indenture. The Trustee shall at all times be a corporation organized under the laws of Canada or any province thereof and authorized under such laws and the laws of the Province of Ontario to carry on trust business therein and, together with its parent, shall have a combined capital and surplus of at least $15,000,000. If at any time the Trustee shall cease to be eligible in accordance with this Article 6, it shall resign immediately in the manner and with the effect hereinafter specified in this Article 6.

(1) The Trustee shall undertake to perform such duties and only such duties, as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee.

(2) In the exercise of the rights, powers, and duties prescribed or conferred by the terms hereunder, the Trustee shall act honestly and in good faith with a view to the best interests of the Holders and exercise that degree of care, diligence and skill of a reasonably prudent trustee acting in such capacity.

(3) In the absence of negligence or willful misconduct on the part of the Trustee, the Trustee may conclusively rely and act, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(4) No provision of this Indenture shall be construed to relieve the Trustee from liability for the Trustee’s own negligent action, the Trustee’s own negligent failure to act, or the Trustee’s own willful misconduct, except that:

(a) this subsection shall not be construed to limit the effect of Section 6.2(1), (2) or (3);

- 44 -

(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by the Trustee in good faith in accordance with the direction of the Holders of not less than a majority in principal amount of the Notes at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture; and

(d) no provision contained in this Indenture shall require the Trustee to expend or risk the Trustee’s own funds or otherwise incur any financial liability in the performance of any of the Trustee’s duties or in the exercise of any of the Trustee’s rights or powers.

(5) No provision of this Indenture shall be construed to relieve the Trustee from its duties, provided that:

(a) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order and any resolution of the Board may be sufficiently evidenced by a Board Resolution;

(b) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on the Trustee’s part, rely upon an Officer’s Certificate;

(c) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Trustee hereunder in good faith and in reliance thereon;

(d) subject to Section 6.2(3), the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as the Trustee may see fit, and, if the Trustee determines to make such further inquiry or investigation, the Trustee shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the expense of the Issuer and shall incur no liability of any kind by reason of such inquiry or investigation;

(e) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by the Trustee hereunder;

(f) the Trustee shall not be liable for any action taken, suffered or omitted by the Trustee in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon the Trustee by this Indenture;

(g) the Trustee will disburse monies according to this Indenture only to the extent that monies have been deposited with the Trustee;

- 45 -

(h) the Trustee may, in the absence of the Trustee’s willful misconduct, conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties;

(i) the Trustee shall be under no obligation to exercise any of the rights or powers vested in the Trustee by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security and indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by the Trustee in compliance with such request or direction;

(j) in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee was advised of the likelihood of such loss or damage and regardless of the form of action;

(k) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture; and

(l) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, the Trustee’s right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(6) Whether or not therein and expressly so provided, except to the extent expressly provided herein to the contrary, every provision of this Indenture relating to the conduct or effecting the liability or affording protection to the Trustee shall be subject to the provisions of this Section 6.2.

The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes, except that the Trustee represents that the Trustee is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform the Trustee’s obligations hereunder. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Issuer of Notes or the proceeds thereof. Except for the Trustee’s certificates of authentication, neither the Trustee nor any Authenticating Agent assumes any responsibility for the correctness of the recitals contained herein or in the Notes (if any).

The Trustee, any Authenticating Agent, any Paying Agent, any Note Registrar or any other agent of the Issuer or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer with the same rights it would have if it were not a Trustee, Authenticating Agent, Paying Agent, Note Registrar or such other agent.

- 46 -

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by the Trustee hereunder except as otherwise agreed with the Issuer.

(1) The Issuer agrees, both before any default hereunder and thereafter until all the duties of the Trustee shall be firmly and fully performed, except any such expense, disbursement, or advance as shall be determined to have been caused by the Trustee’s own negligence or willful misconduct:

(a) to pay to the Trustee from time to time reasonable compensation for all services rendered by the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of the Trustee of an express trust);

(b) except as otherwise expressly provided herein, to reimburse the Trustee upon the Trustee’s request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of the Trustee’s agents and counsel and the reasonable expenses related to the calling of any meeting of Holders by the Issuer), except any such expense, disbursement or advance as shall be determined to have been caused by the Trustee’s own negligence or willful misconduct; and

(c) to indemnify and hold harmless the Trustee, its directors, officers, employees and agents, and all of their respective representatives, heirs, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including reasonable legal or advisor fees and disbursements, of whatever kind and nature which may at any time be imposed on, incurred by or asserted against the Indemnified Parties in connection with the performance of the Trustee’s duties and obligations hereunder, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements arising by reason of the gross negligence or fraud of the Trustee. This provision shall survive the resignation or removal of the Trustee, or the termination of this Indenture. The Indemnified Parties shall not be under any obligation to prosecute or to defend any action or suit which, in the opinion of their counsel, may involve them in expense or liability, unless the Issuer shall, so often as required, furnish the Indemnified Parties with satisfactory indemnity and funding against such expense or liability.

(2) The obligations of the Issuer under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Issuer, the Trustee shall have a claim prior to the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Notes.

(3) The provisions of this Section shall survive the termination of this Indenture. Any amount due under this Section 6.6 and unpaid 30 days after request for such payment shall bear interest at the then current rate for overdue amounts charged by the Trustee.

- 47 -

(4) The remuneration of the Trustee hereunder shall continue to be payable until the trusts hereof shall be finally wound up, whether or not the trusts of this Indenture shall be in course of administration by or under the direction of any court.

The Trustee, in the Trustee’s individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights the Trustee would have if it were not the Trustee. However, in the event that the Trustee acquires any conflicting interest, the Trustee must eliminate such conflict within 90 days or resign. Any Authenticating Agent or Paying Agent may do the same with like rights and duties.

(1) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.9.

(2) The Trustee may resign at any time by giving written notice thereof to the Issuer upon three months’ notice or such shorter period as agreed to by the Issuer. If the instrument of acceptance by a successor Trustee required by Section 6.9 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee.

(3) The Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer. If the instrument of acceptance by a successor Trustee required by Section 6.9 shall not have been delivered to the Trustee within 30 days after the delivery of such Act, the Trustee being removed may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee.

(4) If at any time:

(a) the Trustee shall fail to comply with Section 6.7 after written request therefor by the Issuer or by any Holder who has been a bona fide Holder of a Note for at least six months, or

(b) the Trustee shall cease to be eligible under Section 6.1 and shall fail to resign after written request therefor by the Issuer or by any Holder who has been a bona fide Holder of a Note for at least six months, or

(c) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Issuer, by a Board Resolution, may remove the Trustee, or (ii) any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

- 48 -

(5) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer, by a Board Resolution, shall promptly appoint a successor Trustee. If no successor Trustee shall have been appointed by the Issuer and accepted appointment in the manner hereinafter provided within 30 days after such resignation, removal or incapability or the occurrence of such vacancy, a successor Trustee may be appointed by Act of the Holders of at least 25% in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee. If no successor Trustee with respect to the Notes of any Series shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Notes.

(6) The Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders of Notes of any Series affected by such resignation or removal, as the case may be, and appointment in the manner provided for in Section 1.6. Each notice shall include the name of the successor Trustee with respect to the Notes of such Series and the address of the Trustee’s Corporate Trust Office.

(1) In case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Issuer or the successor Trustee, such retiring Trustee shall, upon payment of all amounts due to the Trustee under Section 6.6, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

(2) Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all rights, powers and trusts referred to in paragraph (1) of this Section.

(3) No successor Trustee shall accept the Trustee’s appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

Any corporation(s) into which the Trustee may be merged or converted or with which the Trustee may be consolidated, or any corporation(s) resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes shall have been authenticated, but not delivered, by the Trustee or the Authenticating Agent then in office, any successor by merger, conversion or consolidation to such authenticating Trustee or any successor Authentication Agent, as the case may be, may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee or successor Authenticating Agent, as the case may be, had authenticated such Notes. In case any of the Notes shall not have been authenticated by such predecessor Trustee, any successor Trustee or any successor Authenticating Agent, as the case may be, may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor Trustee. In all such cases such certificates shall have the full force and effect which this Indenture provides for the certificate of authentication of the Trustee or the Authenticating Agent; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Notes in the name of any predecessor Trustee shall apply only to the Trustee’s successor or successors by merger, conversion or consolidation.

- 49 -

(1) At any time when any of the Notes remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more Series of Notes which shall be authorized to act on behalf of the Trustee to authenticate Notes of such Series and the Trustee shall give written notice of such appointment to all Holders of Notes of the Series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.6. Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Issuer. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Issuer and shall at all times be a corporation organized and doing business under the laws of Canada or any province thereof, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $35,000,000 and subject to supervision or examination by Canadian federal or provincial authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section.

(2) Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

(3) An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Issuer and shall give written notice of such appointment to all Holders of Notes of the Series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.6. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

(4) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.6.

- 50 -

(5) If an appointment with respect to one or more Series is made pursuant to this Section, the Notes of such Series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

Dated:      

This is one of the Notes of the Series designated, and issued under the Indenture described herein.

The Trustee hereby accept the trusts in this Indenture declared and provided for and agree to perform the same upon the terms and conditions set forth in this Indenture and in trust for the Holders from time to time, subject to the terms and conditions of this Indenture.

The Trustee shall not be required to give any bond or security in respect of the execution of the trusts and powers of this Indenture or otherwise in respect of this Indenture.

All rights of action under this Indenture may be enforced by the Trustee without the possession of any of the Notes or the production thereof on any trial or other proceedings relative thereto.

(1) The Trustee shall not incur any liability or responsibility whatsoever or in any way be responsible for the consequence of any breach on the part of the Issuer of any of the covenants contained in this Indenture or in any Notes or of any acts of the agents or employees of the Issuer.

(2) Neither the Trustee nor any affiliate of the Trustee shall be appointed a receiver or receiver and manager or liquidator of all or any part of the assets or undertaking of the Issuer.

(3) Nothing in this Indenture shall impose on the Trustee any obligation to see to, or to require evidence of, the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental to this Indenture in any jurisdiction.

(4) The Trustee shall incur no liability with respect to the delivery or non-delivery of any certificate or certificates whether delivered by hand, mail or any other means.

- 51 -

The Issuer hereby represents to the Trustee that any account to be opened by, or interest to held by the Trustee in connection with this Indenture, for or to the credit of the Issuer, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case the Issuer agrees to complete and execute forthwith a declaration in the Trustee’s prescribed form as to the particulars of such third party.

The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation or economic sanctions, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation or economic sanctions, regulation or guideline, then it shall have the right to resign on 10 days written notice to the Issuer, provided (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such 10-day period, then such resignation shall not be effective.

The Trustee may seek the advice of experts and advisers (including legal counsel) in the event of any question or dispute as to the construction of any of the provisions hereof or its duties hereunder, and the Trustee shall incur no liability and shall be fully protected in acting or not acting in accordance with the opinion and instructions of such experts and advisers. The cost of such services shall be added to and be part of the Trustee’s expenses hereunder. The Trustee shall not be answerable for the default or misconduct of any adviser, agent or legal counsel employed or appointed by the Trustee, at its discretion.

ARTICLE 7

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

The Issuer shall not enter into any transaction or series of transactions whereby all or substantially all of its undertaking, property and assets would become the property of any other Person (herein called a “Successor”), whether by way of conveyance, transfer, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise (herein a “Successor Transaction”), unless:

(a) the Successor shall be a Person organized and existing under the laws of Canada or any province or territory of Canada and shall expressly assume, by a Supplemental Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the Issuer’s obligation for the due and punctual payment of the principal of (and premium, if any), including Redemption Price and Repayment Price, and interest on all the Notes and the performance of every covenant of this Indenture on the part of the Issuer to be performed or observed;

(b) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and

- 52 -

(c) the Issuer or such Successor shall have delivered to the Trustee an Opinion of Counsel (for which the provider of such Opinion of Counsel may rely on an Officer’s Certificate for factual matters), to the effect that such Successor Transaction and such Supplemental Indenture comply with this Article and that all conditions precedent herein provided for relating to such Successor Transaction have been complied with,

provided, however, that the provisions of this Section 7.1 shall not be applicable to any transaction between or among any one or more of the Issuer, any Guarantor and/or any Subsidiary of any of them, provided that the Issuer continues to exist.

Upon any Successor Transaction in accordance with Section 7.1, the Successor shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Successor had been named as the Issuer herein, and in the event of any such conveyance or transfer, the Issuer (which term shall for this purpose mean the Person named as such “Issuer” in the first paragraph of this Indenture or any successor Person which shall theretofore become such in the manner described in Section 7.1), shall be discharged of all obligations and covenants under this Indenture and the Notes and may be dissolved and liquidated.

ARTICLE 8

SUPPLEMENTAL INDENTURES

Without the consent of any Holders, the Issuer, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more Supplemental Indentures, in form satisfactory to the Trustee, for any of the following purposes:

(a) to evidence the succession (or successive successors) of another Person to the Issuer and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes; or

(b) to add to the covenants of the Issuer for the benefit of the Holders of all or any Series of Notes (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer; or

(c) to add any additional Events of Default (and if such Events of Default are to be for the benefit of less than all Series of Notes, stating that such Events of Default are being included solely for the benefit of such Series); or

(d) to add to, change or eliminate any of the provisions of this Indenture with respect to one or more Series; provided that any such addition or change or elimination shall become effective only when there is no Note Outstanding of any Series created prior to the execution of such Supplemental Indenture which is entitled to the benefit of such provision; or

(e) to establish the form or terms of Notes of any Series as permitted by Sections 2.1 and 3.1; or

- 53 -

(f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.9(2); or

(g) to close this Indenture with respect to the issuance, authentication and delivery of additional Series of Notes, to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or

(h) to add to the conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Notes, as herein set forth, other conditions, limitations and restrictions thereafter to be observed, provided that any such action shall not adversely affect the interests of Holders of Notes of such Series or any other Series of Notes in any material respect; or

(i) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Series of Notes pursuant to Sections 4.1, 13.2 and 13.3; provided that any such action shall not adversely affect the interests of the Holders of Notes of such Series or any other Series of Notes in any material respect; or

(j) to make any other changes in the provisions of this Indenture which the Issuer deems necessary or desirable provided such amendment does not adversely affect the interests of the Holders of Notes of any Series in any material respect; or

(k) to add any Security Interests or guarantors in respect of all or any Notes; or

(l) to add to or change or eliminate the provisions of this Indenture as shall be necessary to comply with the Trust Indenture Legislation, provided that any such action shall not adversely affect the interests of Holders of Notes of such Series or any other Series of Notes in any material respect; or

(m) to amend the Indenture to add a New Issuer as an Issuer hereunder and make such other changes to the Indenture as are necessary to effect the same.

(1) With the consent of the Holders of not less than a majority in principal amount of all Outstanding Notes affected by such Supplemental Indenture, by Act of said Holders delivered to the Issuer and the Trustee, the Issuer, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into one or more Supplemental Indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such Supplemental Indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:

(a) change the Payment Date of the principal of (or premium, if any) or any installment of interest on any Note, or reduce the principal amount thereof (or premium, if any) or the rate of interest, if any, thereon, or change any obligation of the Issuer to pay any Additional Amounts (except as contemplated by Section 7.1 and permitted by Section 8.1(a)), or reduce the amount of the principal of an Original Issue Discount Note of such Series that would be due and payable upon a declaration of acceleration of the Maturity Date thereof pursuant to Section 5.3 or the amount thereof provable in bankruptcy pursuant to Section 5.5, or adversely affect any right of repayment at the option of any Holder of any Note, or change any Place of Payment where, or the Currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute a suit for the enforcement of any such payment on or after the Payment Date thereof (or, in the case of redemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be), or adversely affect any right to convert or exchange any Note as may be provided pursuant to Section 3.1 herein; or

- 54 -

(b) reduce the requirements of Section 14.4 for quorum or voting; or

(c) modify any of the provisions of this Section, Section 5.14 or Section 9.5, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note of such Series affected thereby provided, however, that this clause shall not be deemed to require the consent of any Holder of a Note of such Series with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 9.5, or the deletion of this proviso, in accordance with the requirements of Sections 6.9(2) and 8.1(f).

(2) A Supplemental Indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series of Notes, or which modifies the rights of the Holders of Notes of such Series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Series. Any such Supplemental Indenture adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, or modifying in any manner the rights of the Holders of Notes of such Series, shall not affect the rights under this Indenture of the Holders of Notes of any other Series.

(3) It shall not be necessary for any Act of Holders under this Section 8.2 to approve the particular form of any proposed Supplemental Indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Upon the request of the Issuer, the Trustee shall, subject to this Section 8.3, join with the Issuer in the execution of any Supplemental Indenture authorized or permitted by the terms of this Indenture. In executing, or accepting the additional trusts created by, any Supplemental Indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such Supplemental Indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such Supplemental Indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Upon the execution of any Supplemental Indenture under this Article, this Indenture shall be modified in accordance therewith, and such Supplemental Indenture shall form a part of this Indenture for all purposes; and every Holder of Notes issued pursuant to such Supplemental Indenture thereafter authenticated and delivered hereunder shall be bound thereby.

- 55 -

Notes of any Series authenticated and delivered after the execution of any Supplemental Indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such Supplemental Indenture. If the Issuer shall so determine, new Notes of any Series so modified as to conform, in the opinion of the Trustee and the Issuer, to any such Supplemental Indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes of such Series.

ARTICLE 9

COVENANTS

The Issuer covenants and agrees for the benefit of the Holders of each Series of Notes that it will duly and punctually pay the principal of (and premium, if any) and interest, if any, on the Notes of that Series in accordance with the terms of the Notes and this Indenture.

(1) Unless otherwise specified with respect to any Notes as contemplated by Section 3.1 with respect to a Series of Registered Notes, the Issuer will maintain in each Place of Payment for each Series of Registered Notes an office or agency where such Registered Notes may be presented or surrendered for payment, may be surrendered for registration of transfer, may be surrendered for conversion or exchange where such Registered Notes are convertible or exchangeable, as applicable, and where notices and demands to or upon the Issuer in respect of such Registered Notes and this Indenture may be served; provided, however, that, if the Notes of that Series are listed on any stock exchange located outside Canada and such stock exchange shall so require, the Issuer will maintain a Paying Agent for the Notes of that Series in any required city located outside Canada so long as the Notes of that Series are listed on such exchange.

(2) The Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

(3) The Issuer may also from time to time designate one or more other offices or agencies where the Notes of one or more Series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in accordance with the requirements set forth above for Notes of any Series for such purposes. The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Notes as contemplated by Section 3.1 with respect to a Series of Notes, the Issuer hereby designates as a Place of Payment for each Series of Notes the office or agency of the Issuer in Toronto, Ontario, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent solely for the purpose of receiving all such presentations, surrenders, notices and demands.

(4) For greater certainty, any office or agency of the Issuer in Toronto, Ontario as required in this Section 9.2 shall be maintained solely for the administrative purposes described in this Section 9.2.

- 56 -

(5) Unless otherwise specified with respect to any Notes pursuant to Section 3.1, if and so long as the Notes of any Series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Issuer will maintain with respect to each such Series of Notes, or as so required, at least one Exchange Rate Agent.

(1) If the Issuer shall at any time act as its own Paying Agent with respect to any Series of Notes, it will, on or before each due date of the principal of (or premium, if any) or interest, if any, on any of the Notes of that Series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the Currency in which the Notes of such Series are payable (except as otherwise specified pursuant to Section 3.1 for the Notes of such Series and except, if applicable, as provided in Sections 3.13(2), 3.13(4) and 3.13(5)) sufficient to pay the principal of (or premium, if any) or interest, if any, on Notes of such Series so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

(2) Whenever the Issuer shall have one or more Paying Agents for any Series of Notes, it will, prior to or on each due date of the principal of (or premium, if any) or interest, if any, on any Notes of that Series, deposit with a Paying Agent a sum (in the Currency described in the preceding paragraph) sufficient to pay the principal (or premium, if any) or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of its action or failure so to act.

(3) The Issuer will cause each Paying Agent (other than the Trustee) for any Series of Notes to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

(a) hold all sums held by it for the payment of the principal of (and premium, if any) and interest, if any, on Notes of such Series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(b) give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such Series) in the making of any payment of principal of (or premium, if any) or interest, if any, on the Notes of such Series; and

(c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

(4) The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.

- 57 -

(5) Except as provided in the Notes of any Series, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of (or premium, if any) or interest, if any, on any Note of any Series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Issuer on an Issuer Request subject to applicable abandoned property or escheat law, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

So long as any of the Notes are Outstanding, the Issuer will deliver to the Trustee, within 120 days after the end of each fiscal year, a brief certificate from one of the Issuer’s principal executive officer, principal financial officer, principal accounting officer or treasurer, in such capacity and without personal liability, as to his or her knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture as at such date. For purposes of this Section 9.4, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

The Issuer may, with respect to any Series of Notes, omit in any particular instance to comply with any term, provision or condition which affects such Series if before the time for such compliance the Holders of at least a majority in principal amount of all Outstanding Notes of each Series affected by the omission (which, in the case of a covenant not set forth herein and specified pursuant to Section 3.1 to be applicable to the Notes of any Series, shall include only those Series to which such covenant is so specified to be applicable), shall in each case by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Issuer and the duties of the Trustee to Holders of Notes of such Series in respect of any such term, provision or condition shall remain in full force and effect.

ARTICLE 10

REDEMPTION OF NOTES

Redemption of Notes of any Series (whether by operation of a sinking fund or otherwise) as permitted or required by any form of Note issued pursuant to this Indenture shall be made in accordance with such form of Note and this Article; provided, however, that if any provision of any such form of Note shall conflict with any provision of this Article, the provision of such form of Note shall govern.

In case of any redemption at the election of the Issuer, the Issuer shall, not more than 60 days and not less than 30 days prior to the Redemption Date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Notes of such Series to be redeemed and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Notes to be redeemed pursuant to Section 10.3. In the case of any redemption of Notes prior to the expiration of any restriction on such redemption provided in the terms of such Notes or elsewhere in this Indenture, the Issuer shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction.

- 58 -

(1) If less than all the Notes of any Series are to be redeemed, the particular Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Notes of such Series not previously called for redemption on a pro rata basis, or by such other method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions of the principal amount of Notes of such Series; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than the minimum authorized denomination for Notes of such Series established pursuant to Section 3.1. The Trustee may make regulations with regard to the manner in which Notes are selected for redemption, and regulations so made shall be valid and binding upon all Holders.

(2) The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed.

(3) For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Note redeemed or to be redeemed only in part, to the portion of the principal amount of such Note which has been or is to be redeemed.

(1) Except as otherwise specified as contemplated by Section 3.1, notice of redemption shall be given in the manner provided for in Section 1.6 not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Notes to be redeemed.

(2) All notices of redemption shall state:

(a) the Redemption Date;

(b) the Redemption Price and the amount of accrued interest to the Redemption Date payable as provided in Section 10.6, if any;

(c) if less than all the Outstanding Notes of any Series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the particular Notes to be redeemed;

(d) in case any Note is to be redeemed in part only, the notice which relates to such Note shall state that on and after the Redemption Date, upon surrender of such Note, the holder will receive, without charge, a new Note or Notes of authorized denominations for the principal amount thereof remaining unredeemed;

(e) that on the Redemption Date, the Redemption Price and accrued interest, if any, to the Redemption Date payable as provided in Section 10.6 will become due and payable upon each such Note, or the portion thereof, to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date;

(f) the Place or Places of Payment where such Notes are to be surrendered for payment of the Redemption Price and accrued interest, if any; and

(g) that the redemption is for a sinking fund, if such is the case.

- 59 -

(3) Notice of redemption of Notes to be redeemed at the election of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer.

Prior to any Redemption Date, the Issuer shall deposit with the Trustee or with a Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.3) an amount of money in the Currency in which the Notes of such Series are payable (except as otherwise specified pursuant to Section 3.1 for the Notes of such Series and except, if applicable, as provided in Sections 3.13(2), 3.13(4) and 3.13(5)) sufficient to pay the Redemption Price of, and accrued interest, if any, on, all the Notes which are to be redeemed on that date.

(1) Notice of redemption having been given as aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in the Currency in which the Notes of such Series are payable (except as otherwise specified pursuant to Section 3.1 for the Notes of such Series and except, if applicable, as provided in Sections 3.13(2), 3.13(4) and 3.13(5)) (together with accrued interest, if any, to the Redemption Date), and from and after such date (unless the Issuer shall default in the payment of the Redemption Price and accrued interest, if any) such Notes shall, if the same were interest-bearing, cease to bear interest. Upon surrender of any such Note for redemption in accordance with said notice, such Note or specified portions thereof shall be paid by the Issuer at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest on Notes whose Maturity Dates are on or prior to the Redemption Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.8.

(2) If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate of interest or Yield to Maturity (in the case of Original Issue Discount Notes) set forth in such Note.

Any Note which is to be redeemed only in part (pursuant to the provisions of this Article or of Article 11) shall be surrendered at a Place of Payment therefor (with, if the Issuer or the Trustee so require, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes of the same Series, of any authorized denomination as requested by such Holder, and having the same terms and provisions and in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered.

- 60 -

Notwithstanding the other provisions of the Indenture, the Issuer may, by providing notice to the Trustee at least two Business Days prior to the Redemption Date or Maturity Date, as applicable, elect to have an Affiliate of the Issuer purchase all, but not less than all, of the Notes so to be redeemed or repaid at a price equal to the Redemption Price (excluding all accrued and unpaid interest), in the case of Notes called for redemption, or at a price equal to the principal amount, in the case of Notes coming due at the Maturity Date (in each case, the “Purchase Price”); provided that any accrued and unpaid interest and any Additional Amounts payable thereon will be paid by the Issuer. Upon payment therefore of an amount equal to the Purchase Price, and payment by the Issuer of accrued interest and premium and any Additional Amounts, if any, such Notes shall be cancelled by the Trustee and a new certificate in the name of such Affiliate will be issued by the Trustee upon receipt by the Trustee of an Issuer Order, provided however, that such cancellation and reissuance of certificates shall be deemed not to represent a novation of the debt represented by such Notes, but rather such Notes shall be deemed transferred to such Affiliate and such debt shall continue to remain outstanding on the same terms subject to such modifications, if any, as may be agreed by the Issuer and such Affiliate in writing. Such Affiliate shall not be permitted to vote such Notes in connection with any matter put before Holders for approval, unless 100% of the Notes of each Series of Notes entitled to be voted in respect of such matter are held by the Issuer or its Affiliates. Should such Affiliate fail to make full payment of the Purchase Price on the Redemption Date or Maturity Date, as applicable, then such Notes shall become due and payable as otherwise provided for but for this Section 10.8. The Trustee may request, and the Issuer and its counsel shall provide upon such request, any additional supporting documentation in connection with this Section 10.8, including but not limited to an Opinion of Counsel addressed to the Trustee in support of the Affiliate purchase herein described.

ARTICLE 11

SINKING FUNDS

(1) Redemption of Notes through operation of a sinking fund as permitted or required by any form of Note issued pursuant to this Indenture shall be made in accordance with such form of Note and this Article; provided, however, that if any provision of any such form of Note shall conflict with any provision of this Article, the provision of such form of Note shall govern.

(2) The minimum amount of any sinking fund payment provided for by the terms of Notes of any Series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Notes of any Series is herein referred to as an “optional sinking fund payment”. If provided for by the terms of Notes of any Series, the cash amount of any mandatory sinking fund payment may be subject to reduction as provided in Section 11.2. Each sinking fund payment shall be applied to the redemption of Notes of any Series as provided for by the terms of Notes of such Series.

Subject to Section 11.3, in lieu of making all or any part of any mandatory sinking fund payment with respect to any Notes of such Series in cash, the Issuer may at its option (1) deliver to the Trustee Outstanding Notes of a Series (other than any previously called for redemption) theretofore purchased or otherwise acquired by the Issuer, and/or (2) receive credit for the principal amount of Notes of such Series which have been previously delivered to the Trustee by the Issuer or for Notes of such Series which have been redeemed either at the election of the Issuer pursuant to the terms of such Notes or through the application of permitted optional sinking fund payments pursuant to the terms of such Notes, in each case in satisfaction of all or any part of any mandatory sinking fund payment with respect to the Notes of the same Series required to be made pursuant to the terms of such Notes as provided for by the terms of such Series; provided, however, that such Notes have not been previously so credited. Such Notes shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Notes for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly.

- 61 -

(1) Not less than 60 days prior to each sinking fund payment date for any Series of Notes, the Issuer will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by payment of cash in the Currency in which the Notes of such Series are payable (except as otherwise specified pursuant to Section 3.1 for the Notes of such Series and except, if applicable, as provided in Sections 3.13(2), 3.13(4) and 3.13(5)) and the portion thereof, if any, which is to be satisfied by delivering or crediting Notes of that Series pursuant to Section 11.2 (which Notes will, if not previously delivered, accompany such certificate) and whether the Issuer intends to exercise its right to make a permitted optional sinking fund payment with respect to such Series. Such certificate shall be irrevocable and upon its delivery the Issuer shall be obligated to make the cash payment or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. In the case of the failure of the Issuer to deliver such certificate, the sinking fund payment due on the next succeeding sinking fund payment date for that Series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such Notes subject to a mandatory sinking fund payment without the option to deliver or credit Notes as provided in Section 11.2 and without the right to make any optional sinking fund payment, if any, with respect to such Series.

(2) Not more than 60 days before each such sinking fund payment date the Trustee shall select the Notes to be redeemed upon such sinking fund payment date in the manner specified in Section 10.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Issuer in the manner provided in Section 10.4. Such notice having been duly given, the redemption of such Notes shall be made upon the terms and in the manner stated in Sections 10.6 and 10.7.

(3) On or prior to any sinking fund payment date, the Issuer shall pay to the Trustee or a Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.3) in cash a sum equal to any interest that will accrue to the date fixed for redemption of Notes or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section 11.3.

(4) Notwithstanding the foregoing, with respect to a sinking fund for any Series of Notes, if at any time the amount of cash to be paid into such sinking fund on the next succeeding sinking fund payment date, together with any unused balance of any preceding sinking fund payment or payments for such Series, does not exceed in the aggregate $100,000, the Trustee, unless requested by the Issuer, shall not give the next succeeding notice of the redemption of Notes of such Series through the operation of the sinking fund. Any such unused balance of moneys deposited in such sinking fund shall be added to the sinking fund payment for such Series to be made in cash on the next succeeding sinking fund payment date or, at the request of the Issuer, shall be applied at any time or from time to time to the purchase of Notes of such Series, by public or private purchase, in the open market or otherwise, at a purchase price for such Notes (excluding accrued interest and brokerage commissions, for which the Trustee or any Paying Agent will be reimbursed by the Issuer) not in excess of the principal amount thereof.

ARTICLE 12

REPAYMENT AT OPTION OF HOLDERS

Repayment of Notes of any Series before their Maturity Date at the option of Holders thereof, as permitted by any form of Note issued pursuant to this Indenture, shall be made in accordance with such form of Note and this Article; provided, however, that if any provision of any such form of Note shall conflict with any provision of this Article, the provision of such form of Note shall govern.

- 62 -

Notes of any Series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Notes, be repaid at a price equal to the principal amount thereof, together with interest, if any, thereon accrued to the Repayment Date specified in or pursuant to the terms of such Notes. The Issuer covenants that on or before the Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.3) an amount of money in the Currency in which the Notes of such Series are payable (except as otherwise specified pursuant to Section 3.1 for the Notes of such Series and except, if applicable, as provided in Sections 3.13(2), 3.13(4) and 3.13(5)) sufficient to pay the principal (or, if so provided by the terms of the Notes of any Series, a percentage of the principal) of and (except if the Repayment Date shall be an Interest Payment Date) accrued interest, if any, on, all the Notes or portions thereof, as the case may be, to be repaid on such date.

(1) Notes of any Series subject to repayment at the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse of such Notes. To be repaid at the option of the Holder, any Note so providing for such repayment, with the “Option to Elect Repayment” form on the reverse of such Note duly completed by the Holder (or by the Holder’s attorney duly authorized in writing), must be received by the Issuer at the Place of Payment therefor specified in the terms of such Note (or at such other place or places or which the Issuer shall from time to time notify the Holders of such Notes) not earlier than 45 days nor later than 30 days prior to the Repayment Date. If less than the entire principal amount of such Note is to be repaid in accordance with the terms of such Note, the principal amount of such Note to be repaid, in increments of the minimum denomination for Notes of such Series, and the denomination or denominations of the Note or Notes to be issued to the Holder for the portion of the principal amount of such Note surrendered that is not to be repaid, must be specified. The principal amount of any Note providing for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal amount of such Note would be less than the minimum authorized denomination of Notes of the Series of which such Note to be repaid is a part. Except as otherwise may be provided by the terms of any Note providing for repayment at the option of the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived by the Issuer.

(2) For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the repayment of Notes shall relate, in the case of any Note, repaid or to be repaid only in part, to the portion of the principal amount of such Notes which has been or is to be repaid.

(1) If Notes of any Series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article and as provided by or pursuant to the terms of such Notes, such Notes or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be paid by the Issuer on the Repayment Date therein specified, and on and after such Repayment Date (unless the Issuer shall default in the payment of such Notes on such Repayment Date) such Notes shall, if the same were interest-bearing, cease to bear interest. Upon surrender of any such Note for repayment in accordance with such provisions, the principal amount of such Note so to be repaid shall be paid by the Issuer, together with accrued interest, if any, to the Repayment Date; provided, however, that unless otherwise contemplated by Section 3.1, in the case of Notes whose Maturity Dates are on or prior to the Repayment Date, installments of interest, if any, shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.8.

- 63 -

(2) If the principal amount of any Note surrendered for repayment shall not be so repaid upon surrender thereof, such principal amount (together with interest, if any, thereon accrued to such Repayment Date) shall, until paid, bear interest from the Repayment Date at the rate of interest or Yield to Maturity (in the case of Original Issue Discount Notes) set forth in such Note.

Any Note which is to be repaid only in part (pursuant to the provisions of this Article) shall be surrendered at a Place of Payment therefor (with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes of the same Series, of any authorized denomination as requested by such Holder, and having the same terms and provisions and in an aggregate principal amount equal to and in exchange for the portion of the principal of the Note so surrendered which is not to be repaid.

ARTICLE 13

DEFEASANCE AND COVENANT DEFEASANCE

Except as otherwise specified as contemplated by Section 3.1 for Notes of any Series, the provisions of this Article 13 shall apply to each Series of Notes, and the Issuer may, at its option, effect defeasance of the Notes of or within a Series under Section 13.2, or covenant defeasance of or within a Series under Section 13.3 in accordance with the terms of such Notes and in accordance with this Article.

Upon the Issuer’s exercise of the above option applicable to this Section with respect to any Notes of or within a Series, the Issuer shall be deemed to have been discharged from its obligations with respect to such Outstanding Notes on the date the conditions set forth in Section 13.4 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 13.5 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Notes to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, if any, on such Notes and when such payments are due, (B) the Issuer’s obligations with respect to such Notes under Sections 3.4, 3.5, 3.7, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, on such Notes, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article 13. Subject to compliance with this Article 13, the Issuer may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to such Notes.

- 64 -

Upon the Issuer’s exercise of its option to have this Section applied to any Notes or any series of Notes, as the case may be, (1) the Issuer shall be released from its obligations under Sections 7.1(b), 7.1(c), 9.4, and any covenants provided pursuant to Section 3.1(2)(w), 8.1(b), 8.1(e) or 8.1(h) for the benefit of the Holders of such Notes, (2) each Guarantor in respect of such Notes (other than BEP) shall be released from all of its obligations under the Guarantee, and (3) the occurrence of any event specified in Sections 5.1(d) or 5.1(e) (with respect to the Guarantee and any one or more of Sections 7.1(b), 7.1(c), 9.4, and the covenants (if any) provided pursuant to Sections 3.1(2)(w), 8.1(b), 8.1(e) and/or 8.1(h)), 5.1(f), 5.1(g), 5.1(h), 5.1(i) or 5.1(j) shall be deemed not to be or result in an Event of Default, in each case with respect to such Notes as provided in this Section on and after the date the conditions set forth in Section 13.4 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Outstanding Notes, the Issuer and the applicable Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Sections (to the extent so specified in the case of Section 5.1(d)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Notes shall be unaffected thereby.

The following shall be the conditions to application of either Section 13.2 or 13.3 to any Outstanding Notes of or within a Series:

(a) The Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6.1 who shall agree to comply with the provisions of this Article 13 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Notes, (A) an amount (in such Currency in which such Notes are then specified as payable), except as otherwise specified pursuant to Section 3.1 for the Notes of such Series and except as provided in Sections 3.13(2), 3.13(4) and 3.13(5), or (B) Government Obligations applicable to such Notes (determined on the basis of the Currency in which such Notes are then specified as payable), except as otherwise specified pursuant to Section 3.1 for the Notes of such Series and except as provided in Sections 3.13(2), 3.13(4) and 3.13(5), which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any), and interest and Additional Amounts, if any, under such Notes, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest and Additional Amounts, if any, on such Outstanding Notes on the Payment Date (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Notes on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Notes; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Notes. Before such a deposit, the Issuer may give to the Trustee, in accordance with Section 10.2 hereof, a notice of its election to redeem all or any portion of such Outstanding Notes at a future date in accordance with the terms of the Notes of such Series and Article 10 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.

(b) No Default or Event of Default with respect to such Notes shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (f) or (g) of Section 5.1 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).

- 65 -

(c) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer is a party or by which it is bound.

(d) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 3.1.

(e) The Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under 13.2 or the covenant defeasance under Section 13.3 (as the case may be) have been complied with.

(f) The Issuer shall have delivered to the Trustee an Opinion of Counsel qualified to practice law in Canada or a ruling from Canada Revenue Agency to the effect that the Holders of such Outstanding Notes will not recognize income, gain or loss for Canadian federal income tax purposes as a result of such defeasance or covenant defeasance, as applicable, and will be subject to Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance, as applicable, not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of the Notes include Holders who are not resident in Canada).

(g) The Issuer is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).

(1) Subject to the provisions of the last paragraph of Section 9.3, all money and Government Obligations (or other property as may be provided pursuant to Section 3.1) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 13.5, the “Trustee”) pursuant to Section 13.4 in respect of such Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal (and premium, if any) interest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law.

(2) Unless otherwise specified with respect to any Note pursuant to Section 3.1, if, after a deposit referred to in Section 13.4(a) has been made, (a) the Holder of a Note in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 3.13(2) or the terms of such Note to receive payment in a Currency other than that in which the deposit pursuant to Section 13.4(a) has been made in respect of such Note, or (b) a Conversion Event occurs as contemplated in Section 3.13(4) or 3.13(5) or by the terms of any Note in respect of which the deposit pursuant to Section 13.4(a) has been made, the indebtedness represented by such Note shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any) and interest, if any, on such Note as they become due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Note into the Currency in which such Note becomes payable as a result of such election or Conversion Event based on the applicable Market Exchange Rate for such Currency in effect on the third Business Day prior to each payment date, except, with respect to a Conversion Event, for such Currency in effect (as nearly as feasible) at the time of the Conversion Event.

- 66 -

(3) The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 13.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such Outstanding Notes.

(4) Anything in this Article 13 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon an Issuer Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 13.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article.

If the Trustee or any Paying Agent is unable to apply any money in accordance with Section 13.5 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and such Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.2 or 13.3, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 13.5; provided, however, that if the Issuer makes any payment of principal of (or premium, if any) or interest, if any, on any such Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 14

MEETINGS OF HOLDERS OF NOTES

A meeting of Holders of Notes of a Series may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Notes of such Series.

(1) The Trustee may at any time call a meeting of Holders of Notes of all or any one or more Series, and the Trustee shall convene a meeting upon receipt of a request of the Issuer or upon receipt of a request in writing to the Trustee by the Holders of not less than 25% in principal amount of the Outstanding Notes of any Series, for any purpose specified in Section 14.1, to be held at such time and at such place in Toronto, Ontario as the Issuer or the Trustee shall determine. Notice of every meeting of Holders of Notes of any Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided for in Section 1.6, not less than 21 nor more than 60 days prior to the date fixed for the meeting. Holders shall reimburse the Trustee for reasonable out-of-pocket expenses relating to the calling and holding of such meeting if called by such Holders. The Holders shall indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability or expense incurred without negligence or bad faith on the Trustee’s part, arising out of or in connection with the calling of such meeting on behalf of Holders, including the costs and expenses of defending the Trustee against any claim or liability in connection with such meeting.

- 67 -

(2) In case at any time the Issuer, pursuant to a Board Resolution, or the Holders of at least 25% in principal amount of the Outstanding Notes of any Series shall have requested the Trustee to call a meeting of the Holders of Notes of such Series for any purpose specified in Section 14.1, by written request setting forth in reasonable detail the action proposed to be taken at the meeting (which notice need not include the terms of any resolution to be proposed), and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Issuer or the Holders of Notes of such Series in the amount above specified, as the case may be, may determine the time and the place in Toronto, Ontario for such meeting and may call such meeting for such purposes by giving notice thereof as provided in paragraph (1) of this Section.

To be entitled to vote at any meeting of Holders of Notes of any Series, a Person shall be (1) a Holder of one or more Outstanding Notes of such Series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Notes of such Series by such Holder of Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Notes of any Series shall be the Person entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Issuer and its counsel.

(1) The Persons entitled to vote 25% in principal amount of the Outstanding Notes of the applicable Series shall constitute a quorum for a meeting of Holders of Notes of such Series; provided, however, that, if any action is to be taken at such meeting with respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than a specified percentage in principal amount of the Outstanding Notes of a Series, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Notes of such Series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Notes of such Series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. At the reconvening of any adjourned meeting, the Holders of the Outstanding Notes entitled to vote at such adjourned meeting, present in person or represented by proxy, shall constitute a quorum and shall transact the business for which the meeting was originally convened, notwithstanding that they may not represent at least 25% in principal amount of the Outstanding Notes.

(2) Except as limited by the proviso to Section 8.2, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of not less than a majority in principal amount of the Outstanding Notes of such Series as are entitled to vote at such meeting; provided, however, that, except as limited by the proviso to Section 8.2, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Notes of a Series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of not less than such specified percentage in principal amount of the Outstanding Notes of such Series present at such meeting.

- 68 -

(3) Any resolution passed or decision taken at any meeting of Holders of Notes of any Series duly held in accordance with this Section shall be binding on all the Holders of Notes of such Series, whether or not present or represented at the meeting.

(4) Notwithstanding the foregoing provisions of this Section 14.4, if any action is to be taken at a meeting of Holders of Notes of any Series with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage in principal amount of all Outstanding Notes affected thereby, or of the Holders of such Series and one or more additional Series:

(a) there shall be no minimum quorum requirement for such meeting; and

(b) the principal amount of the Outstanding Notes of such Series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under this Indenture.

(1) Notwithstanding any provisions of this Indenture, the Trustee may make such reasonable regulations as the Trustee may deem advisable for any meeting of Holders of Notes of a Series in regard to proof of the holding of Notes of such Series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as its shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Notes shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 1.4 or other proof.

(2) The Trustee shall, by an instrument in writing appoint a temporary chairman of the meeting, which need not be a Holder of Notes, unless the meeting shall have been called by the Issuer or by Holders of Notes as provided in Section 14.2(2), in which case the Issuer or the Holders of Notes of the Series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Notes of such Series represented at the meeting.

(3) At any meeting each Holder of a Note of such Series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Notes of such Series held or represented by him (determined as specified in the definition of “Outstanding” in Section 1.1); provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Note of such Series or proxy.

(4) Any meeting of Holders of Notes of any Series duly called pursuant to Section 14.1 at which a quorum is present may be adjourned from time to time by the Chairman with consent of the Holders entitled to vote a majority in principal amount of the Outstanding Notes of such Series represented at the meeting and voting thereon; and the meeting may be held as so adjourned without further notice.

- 69 -

The vote upon any resolution submitted to any meeting of Holders of Notes of any Series shall be by written ballots on which shall be subscribed the signatures of the Holders of Notes of such Series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Notes of such Series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Notes of any Series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 14.1 and, if applicable, Section 14.4. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Issuer, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

The parties acknowledge that federal and/or provincial legislation that addresses the protection of individuals’ personal information (collectively, “Privacy Laws”) applies to obligations and activities under this Indenture. Despite any other provision of this Indenture, neither party shall take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. The Issuer shall, prior to transferring or causing to be transferred personal information to the Trustee, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Trustee shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Trustee agrees: (i) to have a designated chief privacy officer; (ii) to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry; (iii) to use personal information solely for the purposes of providing its services under or ancillary to this Indenture and not to use it for any other purpose except with the consent of or direction from the Issuer or the individual involved; (iv) not to sell or otherwise improperly disclose personal information to any third party; and (v) to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

The Issuer confirms that as at the date of execution of this Indenture it does not have any Notes registered pursuant to Section 12 of the US Securities Exchange Act and it does not have a reporting obligation pursuant to Section 15(d) of the US Securities Exchange Act. The Issuer covenants that if (i) any Notes shall become registered pursuant to Section 12 of the US Securities Exchange Act or the Issuer incurs a reporting obligation pursuant to Section 15(d) of the US Securities Exchange Act, or (ii) any such registration or reporting obligation shall be terminated by the Issuer in accordance with the US Securities Exchange Act, the Issuer shall promptly deliver to the Trustee an Officers’ Certificate (in a form provided by the Trustee) notifying the Trustee of such registration or termination and such other information as the Trustee may require at the time. The Issuer acknowledges that the Trustee is relying upon the foregoing representation and covenants in order to meet certain SEC obligations with respect to those clients who are filing with the SEC.

- 70 -

All actions that may be taken and all powers that may be exercised by the Holders at any meeting of Holders of Notes of any Series may also be taken and exercised by an instrument in writing signed in one or more counterparts by Holders representing not less than a majority in principal amount of the Outstanding Notes of such Series as are entitled to vote at such meeting; provided, however, that, except as limited by the proviso to Section 8.2, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Notes of a Series may also be taken and exercised by an instrument in writing signed in one or more counterparts by the Holders of not less than such specified percentage in principal amount of the Outstanding Notes of such Series as are entitled to vote at such meeting.

This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Indenture.

* * * * *

- 71 -

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written.

[Signature Page to Base Indenture]

[Signature Page to Base Indenture]

Exhibit 99.2

Execution Version

BROOKFIELD RENEWABLE PARTNERS ULC

Issuer

-and-

BROOKFIELD RENEWABLE PARTNERS L.P.

Guarantor

-and-

BROOKFIELD RENEWABLE ENERGY L.P.

Guarantor

-and-

BROOKFIELD BRP HOLDINGS (CANADA) INC.

Guarantor

-and-

BRP BERMUDA HOLDINGS I LIMITED

Guarantor

-and-

BROOKFIELD BRP EUROPE HOLDINGS (BERMUDA) LIMITED

Guarantor

-and-

BEP SUBCO INC.

Guarantor

-and-

COMPUTERSHARE TRUST COMPANY OF CANADA

Trustee

FIFTH SUPPLEMENTAL INDENTURE

supplementing the Indenture dated as of August 11, 2021

-and-

providing for the issue of

5.450% FIXED-TO-FIXED RESET RATE SUBORDINATED NOTES DUE 2055

THIS FIFTH SUPPLEMENTAL INDENTURE dated as of the 12^th day of December, 2024.

BETWEEN:

WHEREAS the Corporation entered into an indenture (the “Indenture”) dated as of August 11, 2021 which provided for the issuance of one or more Series of unsecured notes of the Corporation by way of Supplemental Indentures;

AND WHEREAS this Fifth Supplemental Indenture is entered into by the Corporation and the Guarantors for the purpose of providing for the creation and issuance of a new Series of notes to be designated “5.450% Fixed-to-Fixed Reset Rate Subordinated Notes, due March 12, 2055” (herein called the “Notes”) pursuant to the Indenture and this Fifth Supplemental Indenture and establishing the terms, provisions and conditions of the Notes and the subordinated guarantees by the Guarantors;

AND WHEREAS this Fifth Supplemental Indenture is executed pursuant to all necessary authorizations and resolutions of the Corporation and the Guarantors;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and the Guarantors and not by the Trustee;

NOW THEREFORE THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSES and it is hereby covenanted, agreed and declared as follows:

ARTICLE 1

INTERPRETATION

This Fifth Supplemental Indenture is a Supplemental Indenture within the meaning of the Indenture. The Indenture and this Fifth Supplemental Indenture shall be read together and shall have effect so far as practicable as though all the provisions of both indentures were contained in one instrument.

Each of the provisions contained in this Fifth Supplemental Indenture is distinct and severable and a declaration of invalidity, illegality or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity, legality or enforceability of any other provision hereof. To the extent permitted by applicable law, the parties waive any provision of law which renders any provision of this Fifth Supplemental Indenture invalid, illegal or unenforceable in any respect.

The inclusion of headings in this Fifth Supplemental Indenture is for convenience of reference only and shall not affect the construction or interpretation hereof.

The terms “this Fifth Supplemental Indenture”, “herein”, “hereof”, “hereby”, “hereunder”, and similar expressions, unless the context otherwise specifies or requires, refer to the Indenture as supplemented by this Fifth Supplemental Indenture and not to any particular Article, Section, subsection or clause or other portion thereof, and include every instrument supplemental or ancillary to this Fifth Supplemental Indenture.

All terms which are defined in the Indenture and used but not defined in this Fifth Supplemental Indenture shall have the meanings ascribed to them in the Indenture, as such meanings may be amended by this Fifth Supplemental Indenture. In the event of any inconsistency between the terms in the Indenture and this Fifth Supplemental Indenture, the terms in this Fifth Supplemental Indenture shall prevail in respect of the Notes.

- 2 -

“BEP LP Units” means the non-voting limited partnership units of the Partnership, and any units of the Partnership ranking pari passu with or junior to the non-voting limited partnership units of the Partnership;

“BEP Preferred Units” means preferred limited partnership units of the Partnership, including the Class A Preferred Units, and any securities expressly ranking pari passu with the BEP Preferred Units;

“Bloomberg Screen GCAN5YR Page” means the display designated as page “GCAN5YR<INDEX>” on the Bloomberg Financial L.P. service (or such other page as may replace the GCAN5YR page on that service for purposes of displaying Government of Canada bond yields);

“BRP Equity” Brookfield Renewable Power Preferred Equity Inc.;

“Calculation Agent” means the Corporation, an affiliate of the Corporation selected by the Corporation, or any other firm appointed by the Corporation, in each case, in the Corporation’s sole discretion, acting as a calculation agent in respect of the Notes;

“compound interest” has the meaning specified in Section 2.7 of this Fifth Supplemental Indenture;

“Corporation Senior Indebtedness” means all principal, interest, premium, fees and other amounts owing on, under or in respect of: (i) all indebtedness, liabilities and obligations of the Corporation, whether outstanding on the issue date of the Notes or thereafter created, incurred, assumed or guaranteed; and (ii) all renewals, extensions, restructurings, refinancings and refundings of any such indebtedness, liabilities or obligations; except that Corporation Senior Indebtedness will not include the Notes, all obligations of the Corporation in respect of any equity (including any preferred equity) that has been issued by the Corporation or any Guarantor, and any indebtedness, liabilities or obligations of the Corporation that, pursuant to the terms of the instrument creating or evidencing such indebtedness, liabilities or obligations, are stated to rank pari passu with or subordinate in right of payment to the Notes;

“DBRS” means DBRS Limited;

“Deferral Period” has the meaning specified in Section 2.7 of this Fifth Supplemental Indenture;

“Distribution Restricted Units” means the BEP LP Units and the BEP Preferred Units;

“Event of Default” has the meaning specified in Section 4.2 of this Fifth Supplemental Indenture (and not as defined in Section 5.1 of the Indenture);

“First Reset Date” means March 12, 2030;

“Five Year Government of Canada Yield” means, as at any Interest Reset Determination Date for a Interest Reset Period, the bid yield to maturity on such date (assuming semi-annual compounding) of a Canadian dollar denominated non-callable Government of Canada bond with a term to maturity of five years as quoted as of 10:00 a.m. (Toronto time) on such date and which appears on the Bloomberg Screen GCAN5YR Page on such date; provided that, if such rate does not appear on the Bloomberg Screen GCAN5YR Page on such date, “Five Year Government of Canada Yield” means the average of the yields determined by two registered Canadian investment dealers (each of which is a member of the Canadian Investment Regulatory Organization), selected by the Corporation, as being the yield to maturity (assuming semi-annual compounding) on such date at or about 10:00 a.m. (Toronto time) which a Canadian dollar denominated non-callable Government of Canada bond would carry if issued in Canadian dollars at 100% of its principal amount on such date with a term to maturity of five years;

- 3 -

“Global Note” means a Note that evidences all or part of the Notes in the form set out in Schedule 1 of this Fifth Supplemental Indenture;

“Guaranteed Obligations” means the principal of, premium, if any, and interest on all Notes when and as the same shall become due and payable, whether at maturity, upon redemption, acceleration or otherwise, and all other obligations and liabilities owing by the Corporation to the Trustee under the Indenture and this Fifth Supplemental Indenture, whether present or future, absolute or contingent, liquidated or unliquidated, as principal or as surety, alone or with others, of whatsoever nature or kind, in any currency, under or in respect of the Indenture and this Fifth Supplemental Indenture;

“Guarantor Senior Indebtedness” means, with respect to each Guarantor, all principal, interest, premium, fees and other amounts owing on, under or in respect of (i) all indebtedness, liabilities and obligations of such Guarantor, whether outstanding on the issue date of the Notes or thereafter created, incurred, assumed or guaranteed (including any such indebtedness, liabilities or obligations that are guaranteed by such Guarantor (as applicable)); and (ii) all renewals, extensions, restructurings, refinancings and refundings of any such indebtedness, liabilities or obligations; except that Guarantor Senior Indebtedness will not include (i) the guarantee by each Guarantor of the Notes; (ii) the obligations of NA Holdco as issuer of the NA Holdco Perpetual Notes; (iii) the guarantees by each Guarantor (other than NA Holdco) of the NA Holdco Perpetual Notes; (iv) the obligations of each Guarantor in respect of any equity (including any preferred equity) that has been issued by the Corporation, any Guarantor or BRP Equity; and (v) any other indebtedness, liabilities or obligations of each Guarantor that, pursuant to the terms of the instrument creating or evidencing such indebtedness, liabilities or obligations, are stated to rank pari passu with or subordinate in right of payment to the guarantee by each Guarantor of the Notes.

“Guarantors” means, collectively, the Partnership, BRELP, NA Holdco, LATAM Holdco, Euro Holdco, and BEP Subco and each other Person that delivers a Guarantee in respect of the Notes; and “Guarantor” means any of them;

“Guarantors’ Counsel” means legal counsel retained by the Guarantors;

“Indenture” has the meaning specified in the recitals of this Fifth Supplemental Indenture;

“Interest Payment Date” means March 12 and September 12 of each year;

“Interest Period” has the meaning specified in Section 2.4.3 of this Fifth Supplemental Indenture;

“Interest Reset Date” means the First Reset Date and each date falling on the five-year anniversary of the preceding Interest Reset Date;

“Interest Reset Determination Date” means, in respect of any Interest Reset Period, the day falling two Business Days prior to the applicable Interest Reset Date;

“Interest Reset Period” means the period from and including the First Reset Date to, but excluding, the next succeeding Interest Reset Date, the Maturity Date, or Redemption Date, as the case may be, and thereafter each period from and including each Interest Reset Date to, but not including, the next succeeding Interest Reset Date, the Maturity Date, or Redemption Date, as the case may be;

- 4 -

“Maturity Date” means March 12, 2055, or any such other date on which the principal balance of such Note becomes due and payable as therein or herein provided;

“NA Holdco Perpetual Notes” means each of the 7.250% Perpetual Subordinated Notes, 4.875% Perpetual Subordinated Notes and 4.625% Perpetual Subordinated Notes, in each case, issued by NA Holdco;

“Notes” means the notes referred to in Article 2 of this Fifth Supplemental Indenture;

“Original Issue Date” means December 12, 2024;

“Parity Indebtedness” means (i) in respect of the Partnership, any class or series of the Partnership’s indebtedness currently outstanding or hereafter created which expressly ranks on a parity with the Partnership’s guarantee of the Notes and (ii) in respect of the Corporation, any class or series of the Corporation’s indebtedness currently outstanding or hereafter created which expressly ranks on a parity with the Notes as to distributions upon liquidation, dissolution or winding-up;

“Partnership” means Brookfield Renewable Partners L.P.;

“Predecessor” has the meaning specified in Section 5.2 of this Fifth Supplemental Indenture;

“Proceedings” means any receivership, insolvency, proposal, bankruptcy, compromise, arrangement, winding-up, dissolution or other similar judicial proceedings;

“Rating Agency” means any designated rating organization (as defined in National Instrument 44-101 – Short Form Prospectus Distributions) that publishes a rating for the Notes;

“Rating Event” means the occurrence of an event in which any Rating Agency following the initial rating of the Notes by such Rating Agency, amends, clarifies or changes the criteria it uses to assign equity credit to securities such as the Notes, which amendment, clarification or change results in (a) the shortening of the length of time the Notes are assigned a particular level of equity credit by that Rating Agency as compared to the length of time the Notes would have been assigned that level of equity credit by that Rating Agency or its predecessor on the initial rating of the Notes by such Rating Agency; or (b) the lowering of the equity credit (including up to a lesser amount) assigned to the Notes by that Rating Agency compared to the equity credit assigned by that Rating Agency or its predecessor on the initial rating of the Notes by such Rating Agency;

“Regular Record Date” means March 1 and September 1 (whether or not a Business Day) in respect of the interest payable semi-annually in arrears on March 12 and September 12, respectively;

“Relevant Taxing Jurisdiction” means the government of Canada, Bermuda or of any province, territory, or jurisdiction thereof or therein or by any authority or agency therein or thereof having power to tax;

“Successor” has the meaning specified in Section 5.2 of this Fifth Supplemental Indenture;

“Successor Transaction” has the meaning specified in Section 5.2 of this Fifth Supplemental Indenture;

“Tax” means any tax, duty, levy, import, assessment or other governmental charge;

- 5 -

“Tax Event” means the Corporation or any Guarantor (as applicable) has received an opinion of counsel of nationally recognized standing experienced in such matters to the effect that, as a result of (i) any amendment or change to the laws (or any regulations or rulings thereunder) of a Relevant Taxing Jurisdiction or any applicable tax treaty or (ii) any change in the application, administration or interpretation of such laws, regulations, rulings or treaties (including any judicial decision rendered by a court of competent jurisdiction with respect to such laws, regulations, rulings or treaties), in each case of (i) and (ii), by any legislative body, court, governmental authority or agency, regulatory body or taxing authority, which amendment or change is effective on or after the issue date of the Notes (or if the Relevant Taxing Jurisdiction has changed since the issue date of the Notes, the date on which the applicable jurisdiction became a Relevant Taxing Jurisdiction) (including, for the avoidance of doubt, any such amendment or change made on or after the issue date of the Notes (or the date on which the applicable jurisdiction became a Relevant Taxing Jurisdiction, as applicable) that has retroactive effect to a date prior to the issue date of the Notes (or the date on which the applicable jurisdiction became a Relevant Taxing Jurisdiction, as applicable)), the Corporation or any Guarantor (as applicable) is, or may be, subject to more than a de minimis amount of additional taxes, duties or other governmental charges or civil liabilities because the treatment of any of its items of income, taxable income, expense, taxable capital or taxable paid-up capital with respect to the Notes, as or as would be reflected in any tax return or form filed, to be filed, or that otherwise could have been filed, will not be respected by a taxing authority (excluding as a result of any limitation on the deductibility of interest on the Notes as a result of any EBITDA, tax EBITDA, or other similar earnings or income-based limit on interest deductibility);

“Trustee” means Computershare Trust Company of Canada;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; and

“United States” has the meaning attributed to such term in Regulation S under the U.S. Securities Act.

ARTICLE 2

ISSUE OF THE NOTES

The Notes authorized to be issued hereunder shall be designated “5.450% Fixed-to-Fixed Reset Rate Subordinated Notes, due March 12, 2055” and are herein sometimes called the “Notes”. The Notes shall be issued and payable in Canadian dollars.

The aggregate principal amount of Notes that may be authenticated and delivered pursuant to this Fifth Supplemental Indenture (except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to the Indenture) shall initially be limited to C$200,000,000, all of which will be issued hereunder on the Original Issue Date. The Corporation may from time to time, without the consent of the Holders of the Notes but with the consent of all of the Guarantors, create and issue additional notes having the same terms and conditions in all respects as the Notes being offered hereby except for the issue date, the issue price and the first payment of interest thereon. Additional notes issued in this manner will be consolidated with and will form a single series with the Notes, as the case may be, being offered hereby.

- 6 -

The principal of the Notes and the accrued and unpaid interest thereon shall be payable on March 12, 2055, the Maturity Date of the Notes.

2.4.1 Record Date. The Regular Record Date for determining Holders entitled to receive interest on the Notes shall be: (i) for each Interest Payment Date occurring on March 12 in any given calendar year, March 1 of such calendar year, and (ii) for each Interest Payment Date occurring on September 12 of any given calendar year, September 1 of such calendar year, in each case, whether or not such day is a Business Day, provided that interest payable at maturity or on a Redemption Date will be paid to the person to whom principal is payable.

2.4.2 Payment of Interest.

2.4.2.1 Subject to the Corporation’s right to defer interest payments as described in Section 2.7, interest on the Notes will be payable semi-annually in arrears on March 12 and September 12 of each year, commencing on March 12, 2025. The aggregate interest payment to be paid on the initial Interest Payment Date of March 12, 2025 will be in the amount of C$2,687,671.23, such payment equal to C$13.438356150 per C$1,000 of principal amount of the Notes outstanding.

2.4.2.2 Section 3.12 of the Indenture will not apply to the Notes. Interest for each Interest Period from the Original Issue Date will be calculated on the basis of the actual number of days elapsed and a 365-day year. For the purposes of disclosure under the Interest Act (Canada), and without affecting the interest payable on the Notes, whenever the interest rate on the Notes is to be calculated on the basis of a period of less than a calendar year, the yearly interest rate equivalent for such interest rate will be calculated on the basis of a 365 day year and the actual number of days in the relevant period.

2.4.2.3 Prior to an Interest Payment Date, the Corporation will forward or cause to be forwarded to the Trustee (and the Trustee shall subsequently forward to each Holder at the registered address of such Holder as of the Regular Record Date) the interest, less any Taxes required by law to be deducted or withheld. If the Corporation forwards payment to the Trustee by cheque, the Corporation shall deliver to the Trustee certified cheque(s) payable to the order of the Trustee on the day that is three Business Days before such Interest Payment Date, and the Trustee will only forward such amounts to the Holders upon receipt of the full amount of interest being paid in immediately available funds. The forwarding of such cheque(s) will satisfy and discharge the liability for interest on such Note to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld as aforesaid) unless such cheque(s) are not paid on presentation. The Corporation, at its option, may cause any amount payable in respect of principal or interest to be paid to the Trustee by wire transfer(s) to an account specified by the Trustee on the day that is one Business Day before such Interest Payment Date.

2.4.3 The Notes will be issued in initial denominations of C$1,000 and subsequent multiples of C$1,000, shall be dated as of the date of their issue and shall bear interest (i) from and including the Original Issue Date to but excluding the First Reset Date at an annual rate of 5.450% and thereafter (ii) from and including each Interest Reset Date with respect to each Interest Reset Period to but excluding the next succeeding Interest Reset Date, the Maturity Date or Redemption Date, as the case may be (each such period, an “Interest Period”) , at an annual rate equal to the Five-Year Government of Canada Yield as of the most recent Interest Reset Determination Date, plus a spread of 2.499%, to be reset on each Interest Reset Date.

- 7 -

2.4.4 Interest in respect of the Notes shall accrue from and including the Original Issue Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for.

Unless all of the outstanding Notes have been redeemed as of the First Reset Date, the Corporation shall appoint a Calculation Agent with respect to the Notes prior to the Interest Reset Determination Date preceding the First Reset Date. The Corporation or any of its affiliates may assume the duties of the Calculation Agent. The applicable interest rate for each Interest Reset Period will be determined by the Calculation Agent as of the applicable Interest Reset Determination Date in accordance with Section 2.4. If the Corporation or one of its affiliates is not the Calculation Agent, the Calculation Agent will notify the Corporation of the interest rate for the relevant Interest Reset Period promptly upon such determination. The Corporation will notify the Trustee of such interest rate, promptly upon making or being notified of such determination. The Calculation Agent’s determination of any interest rate and its calculation of the amount of interest for any Interest Reset Period beginning on or after the First Reset Date, in each case, as determined in accordance with Section 2.4, will be conclusive and binding absent manifest error, will be made in the Calculation Agent’s sole discretion and, notwithstanding anything to the contrary in the Indenture, will become effective without consent from any other person or entity. Such determination of any interest rate and calculation of the amount of interest will be on file at the Partnership’s principal offices and shall be made available to any Holder of the Notes upon request.

2.6.1 Redemption of Notes at the Option of the Corporation. Subject to Article 10 of the Indenture as revised in Sections 2.6.4 and 2.6.5 below with respect to the Notes, the Corporation may at its option, on giving not more than 60 days nor less than 10 days’ notice to the Holders of the Notes (which notice may, at the Corporation’s discretion, be subject to satisfaction of one or more conditions precedent, which will be set forth in the notice of redemption, in which case the Redemption Date may be delayed until such time as any or all such conditions precedent shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions precedent shall not have been satisfied or waived by the Redemption Date, or by the Redemption Date as so delayed, or such notice may be rescinded at any time if in the good faith judgement of the Corporation any or all of such conditions will not be satisfied or waived), redeem the Notes, in whole or in part from time to time, (i) on any day in the period commencing on and including the date that is 90 days prior to the First Reset Date and ending on and including the First Reset Date and (ii) after the First Reset Date, on any Interest Payment Date, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest (including deferred, as applicable) on the principal amount of the Notes to be redeemed to, but excluding, the date fixed for redemption.

2.6.2 Early Redemption upon a Tax Event. Subject to Article 10 of the Indenture as revised in Sections 2.6.4 and 2.6.5 below with respect to the Notes, at any time on or within 90 days following the occurrence of a Tax Event, subject to applicable laws, the Corporation may, at its option, on giving not more than 60 days nor less than 10 days’ notice to the Holders of the Notes in accordance with Section 2.6.4 (which notice may, at the Corporation’s discretion, be subject to satisfaction of one or more conditions precedent, which will be set forth in the notice of redemption, in which case

- 8 -

the Redemption Date may be delayed until such time as any or all such conditions precedent shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions precedent shall not have been satisfied or waived by the Redemption Date, or by the Redemption Date as so delayed, or such notice may be rescinded at any time if in the good faith judgement of the Corporation any or all of such conditions will not be satisfied or waived), redeem the Notes (in whole but not in part) at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest (including deferred, as applicable) to, but excluding, the date fixed for redemption.

2.6.3 Early Redemption upon a Rating Event. Subject to Article 10 of the Indenture as revised in Sections 2.6.4 and 2.6.5 below with respect to the Notes, at any time on or within 90 days following the occurrence of a Rating Event, the Corporation may, at its option, on giving not more than 60 days nor less than 10 days’ notice to the Holders of the Notes (which notice may, at the Corporation’s discretion, be subject to satisfaction of one or more conditions precedent, which will be set forth in the notice of redemption, in which case the Redemption Date may be delayed until such time as any or all such conditions precedent shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions precedent shall not have been satisfied or waived by the Redemption Date, or by the Redemption Date as so delayed, or such notice may be rescinded at any time if in the good faith judgement of the Corporation any or all of such conditions will not be satisfied or waived), redeem the Notes (in whole but not in part) at a redemption price equal to 102% of the principal amount thereof, together with accrued and unpaid interest (including deferred, as applicable) to, but excluding, the date fixed for redemption.

2.6.4 Notice to Holders. The 30-day minimum notice requirement in Section 10.4(1) of the Indenture shall not apply to the Notes. In the case of any redemption pursuant to this Section 2.6, any notice to Holders will instead be delivered at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. All notices of redemption shall state the information required by Section 10.4(2) of the Indenture and may, at the Corporation’s discretion, be subject to satisfaction of one or more conditions precedent set forth in the applicable notice of redemption, in which case the Redemption Date may be delayed until such time as any or all such conditions precedent shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions precedent shall not have been satisfied or waived by the Redemption Date, or by the Redemption Date as so delayed, or such notice may be rescinded at any time if in the good faith judgement of the Corporation any or all of such conditions will not be satisfied or waived. On and after any Redemption Date, interest will cease to accrue on the Notes or any portion thereof called for redemption. One Business Day before any Redemption Date, the Corporation shall deposit with the Trustee money sufficient to pay the Redemption Price of the Notes to be redeemed on such date. If less than all the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee at the Corporation’s direction by such method as the Corporation and the Trustee shall designate. Any notice of redemption shall be irrevocable, subject to the satisfaction of any conditions precedent contained in such notice. Notes that are redeemed shall be cancelled and shall not be reissued.

2.6.5 Notice to Trustee. Section 10.2 of the Indenture shall not apply to the Notes. In the case of any redemption of the Notes pursuant to this Section 2.6, the Corporation shall, not more than 60 days and not less than 10 days prior to the Redemption Date fixed by the Corporation (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Notes to be redeemed and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Notes to be redeemed pursuant to Section 10.3

- 9 -

of the Indenture. In the case of any redemption of Notes prior to the expiration of any restriction on such redemption provided in the terms of such Notes or elsewhere in the Indenture, the Corporation shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction.

So long as no Event of Default (as defined in Section 4.2 herein) has occurred and is continuing, the Corporation may elect, at its sole option, on any date other than an Interest Payment Date (but subject to the notice requirements specified below), to defer the interest payable on the Notes on one or more occasions, for up to five consecutive years (a “Deferral Period”). During any Deferral Period, interest on the Notes will continue to accrue at the then-applicable interest rate on the Notes (as reset from time to time on any Interest Reset Date occurring during such Deferral Period). In addition, during any Deferral Period, interest on the deferred interest (“compound interest”) will accrue at the then-applicable interest rate on the Notes (as reset from time to time on any Interest Reset Date occurring during such Deferral Period), compounded semi-annually, to the extent permitted by applicable law. There is no limit on the number of Deferral Periods that may occur. Any such deferral will not constitute an Event of Default or any other breach under the Indenture and the Notes. Deferred interest will accrue until paid (including, to the extent permitted by law, any compound interest). A Deferral Period terminates on any Interest Payment Date on which the Corporation pays all accrued and unpaid interest (including, to the extent permitted by law, any compound interest). No Deferral Period may extend beyond the Maturity Date or any date fixed for redemption, as applicable.

The Corporation will give the Holders of the Notes written notice of its election to commence or continue a Deferral Period at least 10 days and not more than 60 days before the next Interest Payment Date.

The Notes and the certificate of the Trustee endorsed thereon shall each be issuable initially as one or more Global Notes held by, or on behalf of, CDS, as depository, for its participants and registered in the name of CDS or its nominee. Each Global Note will be substantially in the form set out in Schedule 1 hereto with such appropriate additions, deletions, substitutions and variations as the Trustee may approve and shall bear such distinguishing letters and numbers as the Trustee may approve, with such approval in each case to be conclusively deemed to have been given by the Trustee certifying such Notes.

Each of the Notes shall be signed (either manually, by facsimile or other electronic signature) by any one of the Corporation’s Board members or officers, as the case may be. A signature upon any of the Notes shall for all purposes of this Fifth Supplemental Indenture be deemed to be the signature of the individual whose signature it purports to be and to have been signed at the time of such signature and notwithstanding that any individual whose signature may appear on the Notes is not, at the date of this Fifth Supplemental Indenture or at the date of the Note or at the date of the certification and delivery thereof, a Board member or officer, as the case may be, of the Corporation, such Notes shall be valid and binding upon the Corporation and entitled to the benefits of this Fifth Supplemental Indenture.

- 10 -

2.10.1 No Notes shall be issued or, if issued, shall be obligatory or shall entitle the Holder of such Notes to the benefits of this Fifth Supplemental Indenture until it has been certified by or on behalf of the Trustee. Such certificate on any Note shall be conclusive evidence that such Note is duly issued and is a valid obligation of the Corporation and that the Holder of such Note is entitled to the benefits of this Fifth Supplemental Indenture.

2.10.2 The certificate of the Trustee on any Note shall not be construed as a representation or warranty by the Trustee as to the validity of this Fifth Supplemental Indenture or of the Notes (except the due certification thereof by the Trustee and any other warranties implied by law) and the Trustee shall in no respect be liable or answerable for the use made of the Notes or the proceeds thereof.

2.11.1 Notes Subordinate. The Corporation covenants and agrees, and each Holder of Notes, by the acceptance thereof, covenants and agrees, that the Notes will be direct unsecured subordinated obligations of the Corporation and are hereby subordinated in right of payment to all present and future Corporation Senior Indebtedness. The payment of all principal, premium (if any) and interest on the Notes shall rank senior to all obligations of the Corporation in respect of its own equity and in respect of equity (including preferred equity) that has been issued by any Guarantor (including pursuant to any guarantee by the Corporation of the existing equity obligations of any such Person). Each Guarantor shall unconditionally, on a subordinated and joint and several basis, guarantee the due payment of all Guaranteed Obligations in accordance with Section 6.2.

Notwithstanding the foregoing and notwithstanding Section 6.2, in the event that any payment or distribution of any character, whether in cash, securities, or other property, shall be received by the Trustee or any Holder in contravention of the subordination provisions set out in this Fifth Supplemental Indenture, such payment or distribution shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, remaining unpaid to the extent necessary to pay all such Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution, or any security or property related thereto, each holder of Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, is irrevocably authorized to endorse or assign the same.

The provisions of this Section 2.11.1 shall not impair any rights, interests, remedies, or powers of any holder of any Corporation Senior Indebtedness or any Guarantor Senior Indebtedness.

2.11.2 No Payment When Corporation Senior Indebtedness or Guarantor Senior Indebtedness in Default. In the event and during the continuation of any default in the payment of any Corporation Senior Indebtedness or any Guarantor Senior Indebtedness, as applicable, that is due and payable, or in the event that any event of default with respect to any Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, shall have occurred and be continuing permitting the holders of such Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable (or the trustee on behalf of the holders of such Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable) to declare such Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, due and payable prior to the date on which it would otherwise have become due and payable, unless and until such default or event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences shall have been rescinded or annulled, then no payment shall be made by the Corporation or the applicable Guarantors on account of the principal of, premium (if any), interest or any other amounts on the Notes or on account of the purchase or other acquisition of the Notes.

- 11 -

In the event that, notwithstanding the foregoing, the Corporation or a Guarantor shall make any payment to the Trustee or Holder of any Note that is prohibited by this Section 2.11.2, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee, by a written notice delivered to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, by a holder of Corporation Senior Indebtedness or Guarantor Senior Indebtedness, the Corporation, a Guarantor or a Holder, as applicable, then and in such event such payment shall be paid over and delivered to the Corporation or such Guarantor, as applicable.

2.11.3 Payment Permitted if No Default. Nothing contained in this Section 2.11 (except in Section 2.11.4) or elsewhere in this Fifth Supplemental Indenture, or in any of the Notes, shall prevent the application by the Trustee or any Paying Agent of any moneys deposited with it under the Indenture to payments of the principal of, premium (if any), interest or any other amounts on the Notes if, at the time of such deposit, a Responsible Officer of the Trustee had not received at the Corporate Trust Office of the Trustee the Officers’ Certificate or written notice provided for in Section 2.11.2 of any event prohibiting the making of such payment or if, at the time of such deposit (whether or not in trust) by the Corporation with the Trustee, such payment would not have been prohibited by the provisions of this Section 2.11, and the Trustee shall not be affected by any notice to the contrary received by it on or after such date.

2.11.4 Trustee Not Charged with Knowledge of Prohibition. Anything in this Section 2.11 or elsewhere contained in the Indenture to the contrary notwithstanding, the Trustee shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment of moneys to or by the Trustee, and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 2.11.2 has happened, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, who shall have been certified by the Corporation or such Guarantor, as possible, or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the Officers’ Certificate or the written notice provided for in this Section 2.11.4 at least three (3) Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security) then, anything herein contained to the contrary notwithstanding, the Trustee shall have all power and authority to receive such money and to apply the same to the purpose for which such money were received and shall not be affected by any notice to the contrary which may be received by it during or after such three (3) Business Day period.

The Corporation shall give prompt written notice to the Trustee and to the Paying Agent of any facts which would prohibit the payment of money or assets to or by the Trustee or any Paying Agent.

- 12 -

2.11.5 Trustee to Effectuate Subordination. Each Holder of Notes by such Holder’s acceptance thereof authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as between such Holder and holders of Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, as provided in this Section 2.11 and appoints the Trustee its attorney-in-fact for any and all such purposes.

2.11.6 Rights of Trustee as Holder of Corporation Senior Indebtedness. The Trustee shall be entitled to all the rights set forth in this Section 2.11 with respect to any Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, which may at the time be held by it, to the same extent as any other holder of Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable. Nothing in this Section 2.11 shall deprive the Trustee of any rights as such holders.

2.11.7 Article Applicable to Paying Agents. In case at any time any Paying Agent other than the Trustee shall have been appointed by the Corporation and be then acting under this Indenture, the term “Trustee” as used in this Section 2.11 shall in such case (unless the context shall otherwise require) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if the Paying Agent were named in this Section 2.11 in addition to or in place of the Trustee, provided, however, that Sections 2.11.4 and 2.11.5 shall not apply to the Corporation or any Affiliate of the Corporation if the Corporation or such Affiliate acts as Paying Agent.

2.11.8 Subordination Rights Not Impaired by Acts or Omissions of the Corporation or Holders of Corporation Senior Indebtedness or Guarantor Senior Indebtedness. No right of any present or future holders of any Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, to enforce the subordination that is provided for in this Fifth Supplemental Indenture shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Corporation or any Guarantor, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Corporation or any Guarantor with the terms, provisions, and covenants of the Indenture, regardless of any knowledge which any such holder may have or be otherwise charged with. The holders of Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, may, at any time or from time to time and in their absolute discretion, change the manner, place, or terms of payment, change or extend the time of payment of, or renew or alter, any Corporation Senior Indebtedness or Guarantor Senior Indebtedness, or amend or supplement any instrument pursuant to which any Corporation Senior Indebtedness or Guarantor Senior Indebtedness is issued or by which it may be secured, or release any security, or exercise or refrain from exercising any other of their rights under any Corporation Senior Indebtedness or Guarantor Senior Indebtedness, including, without limitation, the waiver of default, all without notice to or assent from the Holders of the Notes or the Trustee and without affecting the obligations of the Corporation, any Guarantor, the Trustee, or the Holders of the Notes under this Section 2.11.

2.11.9 Trustee’s Rights to Compensation, Reimbursement of Expenses and Indemnification. Nothing in this Section 2.11 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 5.7 or 6.6 of the Indenture.

2.11.10 Modification of Subordination Provisions. Anything in this Section 2.11 or elsewhere contained in the Indenture to the contrary notwithstanding, no modification or amendment and no supplemental indenture shall modify the subordination provisions of this Section 2.11 in a manner that would adversely affect the holders of Corporation Senior Indebtedness or Guarantor Senior Indebtedness.

- 13 -

ARTICLE 3

PAYMENT OF PRINCIPAL

In accordance with Article 4 of the Indenture, the Corporation will deposit with the Trustee all amounts required to be paid to the order of Holders on the Maturity Date, one Business Day before the Maturity Date of the Notes. The deposit of such funds will satisfy and discharge the liability for principal of the Notes to the extent of the sum represented thereby.

With respect to the Notes, initially the registers referred to in Section 3.5 of the Indenture shall be kept by and at the principal office of the Trustee in Toronto, Ontario and may be kept in such other place or places, if any, by the Trustee or by such other registrar or registrars (if any) as the Corporation, with the approval of the Trustee, may designate.

The Corporation will not be required to pay any additional amounts on the Notes in respect of any tax, assessment or government charge withheld or deducted.

The Trustee will be the indenture trustee, authenticating agent, Paying Agent, transfer agent and registrar for the Notes.

ARTICLE 4

EVENTS OF DEFAULT AND REMEDIES

Sections 5.1, 5.3(1), 5.8, 5.13 and 5.14 of the Indenture shall not apply to the Notes. Such Sections of the Indenture, for purposes of the Notes, are hereby replaced with Sections 4.2, 4.3, 4.4, 4.5 and 4.6 of this Fifth Supplemental Indenture, as set forth below. In addition, the Notes shall be disregarded and shall be excluded from the rights of holders of Notes (as defined in the Indenture) in (i) Sections 5.3(1), 5.8 or 5.14 of the Indenture in connection with any Event of Default (as defined in the Indenture) in clause (f) or (g) of Section 5.1 of the Indenture, or (ii) Section 5.13 of the Indenture.

Solely with respect to the Notes (and not with respect to any other Securities issued or outstanding under the Indenture), for so long as any of the Notes remain outstanding, “Event of Default” for purposes of the Indenture shall be defined as any one of the following events:

- 14 -

If an Event of Default with respect to the Notes occurs and is continuing, the Corporation shall be deemed to be in default under the Indenture and the Notes and the Trustee shall, upon the request of Holders of not less than 25% of the principal amount of the Notes then outstanding, demand payment of the principal amount of the Notes. Such payment shall immediately become due and payable by notice in writing to the Corporation and the Trustee.

No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Fifth Supplemental Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of Notes.

With respect to the Notes, the Holders of not less than a majority in principal amount of the Outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, relating to or arising under Section 4.2 of this Fifth Supplemental Indenture, provided that in each case:

- 15 -

4.6.1 Subject to Section 4.3 of this Fifth Supplemental Indenture, the Holders of not less than a majority in principal amount of the Outstanding Notes may on behalf of the Holders of all the Notes waive any past default described in Section 4.2, and its consequences, except:

4.6.2 Upon any such waiver, any such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of the Indenture and this Fifth Supplemental Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

ARTICLE 5

COVENANTS

5.1.1 Unless the Corporation has paid all interest that has been deferred or is then payable on the Notes, the Partnership will not:

- 16 -

provided that the foregoing clauses (a) and (c) shall not apply in respect of any pro rata payment on any Parity Indebtedness which is made with a pro rata payment of any accrued and payable interest with respect to the Notes.

5.1.2 Unless the Corporation has paid all interest that has been deferred or is then payable on the Notes, the Corporation will not:

provided that the foregoing does not restrict the Corporation from (i) issuing any common or preferred shares in connection with any such distribution, redemption, purchase or retirement; (ii) making any such distributions, redemptions, purchases or retirements of equity securities of the Corporation that are owned by the Partnership or any subsidiary of the Partnership; or (iii) paying any indebtedness or other obligations that are owing to the Partnership or any subsidiary of the Partnership; provided, further, that the foregoing clauses (a) and (c) shall not apply in respect of any pro rata payment on any Parity Indebtedness which is made with a pro rata payment of any accrued and payable interest with respect to the Notes.

5.2 Merger, Amalgamation, Consolidation, Sale, Lease or Conveyance

Sections 7.1 of the Indenture shall not apply to the Notes and shall be replaced with this Section 5.2 of this Fifth Supplemental Indenture. Neither the Corporation nor the Partnership (herein a “Predecessor”) shall enter into any transaction or series of transactions whereby all or substantially all of its undertaking, property and assets would become the property of any other Person (herein called a “Successor”), whether by way of conveyance, transfer, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise (herein a “Successor Transaction”), unless:

- 17 -

provided, however, that the provisions of this Section 5.2 shall not be applicable to any transaction between or among any one or more of the Corporation, any Guarantor and/or any Subsidiary of any of them, provided that the Corporation continues to exist.

ARTICLE 6

SUBORDINATED GUARANTEE

The guarantee made as of August 11, 2021, between the Guarantors, the Trustee and the Corporation in connection with future issuances of series of notes under the Indenture will not apply to the Notes. The Notes will be guaranteed by the Guarantors solely pursuant to the terms of Article 6 to Article 9 of this Fifth Supplemental Indenture.

Each Guarantor unconditionally, jointly and severally with each other Guarantor guarantees, on a subordinated and joint and several basis, the due payment of all Guaranteed Obligations. The Guaranteed Obligations of each Guarantor under such guarantee are hereby subordinated in right of payment to all present and future Guarantor Senior Indebtedness. The foregoing guarantee of the Notes by NA Holdco will rank pari passu to the obligations of NA Holdco under the NA Holdco Perpetual Notes, and the foregoing guarantees of the Notes by each Guarantor (other than NA Holdco) will rank pari passu with their respective guarantees of the NA Holdco Perpetual Notes. The Guaranteed Obligations of each Guarantor shall rank senior to all obligations of such Guarantor in respect of its own equity and in respect of equity (including preferred equity) that has been issued by the Corporation, any other Guarantor or BRP Equity (including pursuant to any guarantee by such Guarantor of the existing equity obligations of any such Person), but are hereby subordinated in right of payment to all present and future Guarantor Senior Indebtedness.

Each Guarantor agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the Notes, this Fifth Supplemental Indenture or the Indenture or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except as expressly set forth in the Indenture and Fifth Supplemental Indenture).

Each Guarantor’s guarantee herein shall be a continuing guarantee of the payment of all the Guaranteed Obligations and shall apply to and secure any ultimate balance thereof due or remaining unpaid. Each Guarantor’s guarantee herein shall not be considered as wholly or partially satisfied by the intermediate payment or satisfaction at any time of all or any part of the Guaranteed Obligations.

- 18 -

The guarantee of a Guarantor (other than the Partnership) pursuant to Article 6 of this Fifth Supplemental Indenture will be released with respect to the Notes and all Guaranteed Obligations related thereto without any further action being required on the part of the Trustee, any Guarantor, any Holder or any other Person:

The Guarantor shall notify the Trustee in writing of the occurrence of any of the events under this Section 6.4.

For greater certainty, this Guarantee shall terminate and be of no further force and effect at the earlier of the date that: (i) the Guaranteed Obligations have been indefeasibly paid or performed in full or (ii) all of the Notes have been purchased by an Affiliate of the Corporation in accordance with the Indenture.

ARTICLE 7

ENFORCEMENT OF THE GUARANTEE

Upon the occurrence of an Event of Default, the Trustee shall, in accordance with Section 4.3 of this Fifth Supplemental Indenture and otherwise in accordance with the Indenture, demand forthwith payment to the Trustee all Guaranteed Obligations for which such demand was made. Each Guarantor shall be jointly and severally liable for all obligations of the Guarantors hereunder.

The Trustee shall not be bound to make any demand on or to seek or exhaust its recourse against the Corporation or any other Person before being entitled to demand payment from the Guarantors or any one of them and enforce its rights under this Fifth Supplemental Indenture. Each Guarantor hereby renounces all benefits of discussion and division.

The statement in writing of the Trustee as to the amount payable by the Guarantors hereunder shall be binding upon the Guarantors and conclusive against them in the absence of manifest error.

- 19 -

ARTICLE 8

PROTECTION OF TRUSTEE

Subject to Sections 5.2 and 6.4 of this Fifth Supplemental Indenture, The liability of the Guarantors hereunder shall be absolute and unconditional and shall not be discharged, diminished or in any way affected by:

8.2 Dealings by Trustee

The Trustee on behalf of the Holders shall, when directed by the Holders, in each case in accordance with the Indenture, without discharging, diminishing or in any way affecting the liability of the Guarantors hereunder:

- 20 -

whether or not any of the matters described above occur alone or in connection with one or more other such matters.

ARTICLE 9

DEFAULT BY GUARANTOR

In case of any judicial or other proceedings to enforce the rights of the Holders, judgment may be rendered against a Guarantor in favour of the Holders or in favour of the Trustee, as trustee for the Holders, for any amount which may remain due in respect of the Notes and the interest thereon.

The Trustee and the Holders by their acceptance of the benefits conferred hereunder hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or future incorporator, shareholder, director, officer or partner of a Guarantor or the general partner of a Guarantor, as applicable, or of any successor thereof for the payment of the principal of or premium or interest on the Notes or on any covenant, agreement, representation or warranty by a Guarantor herein or in the Notes contained.

Notwithstanding anything contained in this Guarantee or the Indenture to the contrary, the obligations of each Guarantor hereunder will be performed, satisfied and paid only out of, and enforced only against, and recourse will only be had against, the assets of such Guarantor and neither this Fifth Supplemental Indenture nor the obligations of any Guarantor hereunder will be personally binding upon any limited partner, shareholder, member, officer, director or trustee of such Guarantor, and resort will not be had to, nor will recourse or satisfaction be sought from the private property of any such limited partner, shareholder, member, officer, director or trustee.

- 21 -

ARTICLE 10

REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS

Each Guarantor represents and warrants to the Trustee as follows:

ARTICLE 11

MISCELLANEOUS

The Trustee accepts the trusts in this Fifth Supplemental Indenture and agrees to carry out and discharge the same upon the terms and conditions set out in this Fifth Supplemental Indenture and in accordance with the Indenture.

No delay on the part of the Trustee in the exercise of any right, power or remedy hereunder or otherwise shall operate as a waiver thereof, and no single or partial exercise by the Trustee of any right, power or remedy shall preclude other or further exercise thereof or the exercise of any other right, power or remedy. No action of the Trustee permitted hereunder shall in any way impair or affect its rights, powers or remedies under this Fifth Supplemental Indenture.

- 22 -

This Fifth Supplemental Indenture may not be amended or modified without the written consent of the Trustee, which shall not be unreasonably withheld in accordance with Section 8.3 of the Indenture.

This Fifth Supplemental Indenture shall be binding upon the Corporation and each Guarantor and their respective successors and enure to the benefit of the Trustee for the benefit of the Holders of the Notes their successors and assigns.

The Trustee acknowledges that the Notes have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold within the United States, except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

The Indenture as amended and supplemented by this Fifth Supplemental Indenture is in all respects confirmed.

This Fifth Supplemental Indenture may be executed in several counterparts, each of which once executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument. This Fifth Supplemental Indenture may be executed and delivered by facsimile or other electronic transmission of a counterpart hereof being a manual, facsimile or other electronic signature.

The Notes and this Fifth Supplemental Indenture will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

[Remainder of page intentionally left blank.]

- 23 -

IN WITNESS WHEREOF, the parties hereto have executed this Fifth Supplemental Indenture as of the date first written above.

[Signature Page to Fifth Supplemental Indenture]

[Signature Page to Fifth Supplemental Indenture]

[Signature Page to Fifth Supplemental Indenture]

SCHEDULE 1

FORM OF NOTE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO BROOKFIELD RENEWABLE PARTNERS ULC (THE “CORPORATION”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

No. ∎

BROOKFIELD RENEWABLE PARTNERS ULC, an unlimited liability company formed under the laws of Alberta

5.450% FIXED-TO-FIXED RESET RATE SUBORDINATED NOTES, DUE 2055

Brookfield Renewable Partners ULC, an unlimited liability company organized under the laws of Alberta, Canada (herein called the “Corporation”, which term includes any successor Person under the Indenture (as defined on the reverse of this Note)), for value received, hereby promises to pay the principal amount of this Note and interest thereon (i) from and including the Original Issue Date to but excluding the First Reset Date at an annual rate of 5.450% and thereafter (ii) from and including each Interest Reset Date with respect to each Interest Reset Period to but excluding the next succeeding Interest Reset Date, the Maturity Date or Redemption Date, as the case may be, at an annual rate equal to the Five-Year Government of Canada Yield as of the most recent Interest Reset Determination Date, plus a spread of 2.499%, to be reset on each Interest Reset Date. Subject to the Corporation’s right to defer interest payments, interest on the Notes will be payable semi-annually in arrears on March 12 and September 12 in each year, commencing on March 12, 2025. The initial interest payment on March 12, 2025 will be in the aggregate amount of C$2,687,671.23, such payment equal to C$13.438356150 per C$1,000 of principal amount of the Notes outstanding. As provided in the Original Indenture (as defined on the reverse of this Note), interest shall be computed on the basis of the actual number of days elapsed and a 365-day year. Interest shall accrue from and including the Original Issue Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for. If any Interest Payment Date is not a Business Day, then the payment will be made on the next Business Day without any additional interest or other payment in respect of such delay.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be (i) for each Interest Payment Date occurring on March 12 in any given calendar year, March 1 of such calendar year, and (ii) for each Interest Payment Date occurring on September 12 of any given calendar year, September 1 of such calendar year, in each case, whether or not such day is a Business Day, provided that interest payable on the Maturity Date or on a Redemption Date will be paid to the person to whom principal is payable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee (as defined on the reverse of this Note), notice whereof shall be given to Holders of the Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

So long as no Event of Default (as defined in the Indenture) has occurred and is continuing, the Corporation may elect, at its sole option, on any date other than an Interest Payment Date, to defer the interest payable on the Notes on one or more occasions, for up to five consecutive years (a “Deferral Period”). During any Deferral Period, interest on the Notes will continue to accrue at the then-applicable interest rate on the Notes (as reset from time to time on any Interest Reset Date occurring during such Deferral Period). In addition, during any Deferral Period, interest on the deferred interest (“compound interest”) will accrue at the then-applicable interest rate on the Notes (as reset from time to time on any Interest Reset Date occurring during such Deferral Period), compounded semi-annually, to the extent permitted by applicable law. There shall be no limit on the number of Deferral Periods that may occur. Any such deferral will not constitute an Event of Default or any other breach under the Indenture and the Notes. Deferred interest will accrue until paid (including, to the extent permitted by law, any compound interest). A Deferral Period terminates on any Interest Payment Date on which the Corporation pays all accrued and unpaid interest on such date (including, to the extent permitted by law, any compound interest). No Deferral Period may extend beyond the Maturity Date or any date fixed for redemption, as applicable.

The Notes may be issued without limitation as to aggregate principal amount, but only upon the terms and subject to the restrictions set out in the Indenture. The aggregate principal amount of Notes which may be issued under the Indenture is unlimited, but such Notes may be issued only upon the terms and subject to any conditions provided in the Indenture.

The Notes are direct obligations of the Corporation but are not secured by any mortgage, pledge, hypothec or other charge.

Upon compliance with the provisions of the Indenture, Notes of any denomination may be exchanged for an equal aggregate principal amount of Notes in any other authorized denomination or denominations.

So long as the Corporation is not in default under the Indenture, the Corporation may purchase Notes in the open market, by tender or by private contract at any price.

The Principal Amount may become or be declared due before the Maturity Date on the conditions, in the manner, with the effect and at the times set forth in the Indenture.

The Indenture contains provisions for the holding of meetings of Holders and making resolutions passed at such meetings and instruments in writing signed by the Holders of a specified percentage of the Notes outstanding binding on all Holders, subject to the provisions of the Indenture.

This Note may be transferred only upon compliance with the conditions prescribed in the Indenture on one of the registers kept at the principal offices of the Trustee in Toronto, Ontario and at such other place or places, if any, and by such other registrar or registrars, if any, as the Corporation may designate, by the registered Holder hereof or the Holder’s legal representative or attorney duly appointed by an instrument in writing in form and execution satisfactory to the Trustee, and upon compliance with such reasonable requirements as the Trustee or other registrar may prescribe, and such transfer shall be duly noted hereon by the Trustee or other registrar.

The Indenture and the Notes shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

This Note shall not become obligatory for any purpose until it has been certified by the manual or electronic signature of the Trustee under the Indenture.

IN WITNESS WHEREOF Brookfield Renewable Partners ULC has caused this Note to be signed by its representative.

(FORM OF NOTE)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

Dated: _____________________

This Note is one of the Notes designated, and issued under the Indenture referred to above.

(FORM OF REGISTRATION PANEL)

(NO WRITING HEREON EXCEPT BY THE TRUSTEE OR OTHER REGISTRAR)

(FORM OF CERTIFICATE OF TRANSFER)

CERTIFICATE OF TRANSFER

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

and irrevocably appoint      agent to transfer this Note on the books of the Corporation. The agent may substitute another to act for him.

Sign exactly as your name appears on the other side of this Note.

This Note is one of a duly authorized issue of securities of the Corporation (herein called the “Notes”), issued and to be issued in one or more series under an Indenture, dated as of August 11, 2021 (the “Original Indenture”), as supplemented by the Fifth Supplemental Indenture, dated as of December 12, 2024 (the “Fifth Supplemental Indenture”) (the Original Indenture and the Fifth Supplemental Indenture together herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), by and among the Corporation, Brookfield Renewable Partners L.P., Brookfield Renewable Energy L.P., Brookfield BRP Holdings (Canada) Inc., BRP Bermuda Holdings I Limited, Brookfield BRP Europe Holdings (Bermuda) Limited and BEP Subco Inc. (the “Guarantors”), as guarantors, and Computershare Trust Company of Canada, as trustee (the “Trustee”, which term includes any successor trustees under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Guarantors, the Trustee and the Holders of the Note and of the terms upon which the Note are, and are to be, authenticated and delivered. This Note is initially limited in aggregate principal amount to C$200,000,000, of which C$200,000,000 principal amount has been issued as of the date hereof. The Corporation may from time to time, without the consent of the holders of the Notes, create and issue further securities having the same terms and conditions in all respects as the Notes issued on the date hereof, except for the issue date, the issue price and the first payment of interest thereon. Additional securities issued in this manner will be consolidated with and will form a single series with the Notes.

The Notes are redeemable in the circumstances and at redemption prices described in the Fifth Supplemental Indenture as contemplated in Section 2.6 of the Fifth Supplemental Indenture.

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

In the event of purchase of this Note in part only, a new Note or Notes of this series and of like tenor for the unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note or certain restrictive covenants and Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Corporation and the rights of the Holders of the Notes at any time by the Corporation, the Guarantors and the Trustee with the consent of the Holders of a majority in principal amount of the Notes at the time Outstanding to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Corporation or the Guarantors with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereafter or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

The Notes are issuable only in registered form without coupons in initial denominations of C$1,000.00 and multiples of C$1,000.00 in excess thereof.

No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.