DESCRIPTION
OF DEBT SECURITIES
The following description
sets forth certain general terms and provisions of the Debt Securities. The particular terms and provisions of the series of Debt Securities
offered by a Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be
described in the applicable Prospectus Supplement.
The BN Debt Securities will
be issued under an indenture dated as of September 20, 1995, as amended, restated, supplemented or replaced from time to time (the
“BN Indenture”), between the Company, as issuer, and Computershare Trust Company of Canada (formerly, Montreal Trust
Company of Canada) (“Computershare Canada”), as trustee (the “BN Trustee”). The BFI Debt Securities
will be issued under either (1) the indenture dated as of June 2, 2016 (as amended, restated, supplemented or replaced from
time to time, the “BFI Senior Indenture”), between BFI, as issuer, the Company, as guarantor, and Computershare Canada,
as trustee (the “BFI Trustee”), or (2) the subordinated indenture dated as of October 16, 2020, as amended,
restated, supplemented or replaced from time to time, between BFI, as issuer, the Company, as guarantor, and the BFI Trustee (the “BFI
Subordinated Indenture” and together with the BFI Senior Indenture, the “BFI Indentures”). The US LLC Debt
Securities will be issued pursuant to the indenture dated as of June 14, 2023 (as amended, restated, supplemented or replaced from
time to time, the “US LLC Indenture”) between the US LLC Issuer, as issuer, the Company, as guarantor, Computershare
Trust Company, N.A. (“Computershare U.S.”), as U.S. trustee, and Computershare Canada, as Canadian trustee (together,
the “US LLC Trustees”). The BFI II Debt Securities will be issued pursuant to the indenture dated as of December 14,
2022 (as amended, restated, supplemented or replaced from time to time, the “BFI II Indenture”) between BFI II, as
issuer, the Company, as guarantor, and Computershare Canada, as trustee (the “BFI II Trustee”). The AUS Issuer Debt
Securities will be issued pursuant to an indenture (the “AUS Issuer Indenture”) to be entered into among the AUS Issuer,
as issuer, the Company, as guarantor, and Computershare Canada, as Canadian trustee, and Computershare U.S., as U.S. trustee, or such
other trustees named in the indenture (together, the “AUS Issuer Trustees”). The UK Issuer Debt Securities will be
issued under either (1) the indenture dated as of July 26, 2021, as amended, restated, supplemented or replaced from time to
time (the “UK Issuer Senior Indenture”), between the UK Issuer, as issuer, the Company, as guarantor, and Computershare
Canada, as Canadian trustee, and Computershare U.S., as U.S. trustee (together, the “UK Issuer Trustees”), or (2) the
indenture dated as of November 24, 2020, as amended, restated, supplemented or replaced from time to time, between the UK Issuer,
as issuer, the Company, as guarantor, and the UK Issuer Trustees (the “UK Issuer Subordinated Indenture” and together
with the UK Issuer Senior Indenture, the “UK Issuer Indentures”). We refer to the BN Indenture, the BFI Indentures,
the US LLC Indenture, the BFI II Indenture, the AUS Issuer Indenture and the UK Issuer Indentures as the “Indentures”.
We refer to the BFI Subordinated Indenture, the US LLC Indenture, the BFI II Indenture, the AUS Issuer Indenture and the UK Issuer Indentures
as the “Other Indentures”. The Debt Securities may be issued under such other indentures as the Company, the applicable
Debt Issuer and the applicable trustee or trustees may enter into in the future. The indenture under which any Debt Securities
are issued will be specified in the applicable Prospectus Supplement.
The BN Indenture, the BFI
Indentures and the BFI II Indenture are subject to the provisions of the Business Corporations Act (Ontario) and, consequently,
are exempt from the operation of certain provisions of the Trust Indenture Act of 1939 (the “Trust Indenture Act”)
pursuant to Rule 4d-9 thereunder. The US LLC Indenture, the AUS Issuer Indenture and the UK Issuer Indentures are subject to the
Trust Indenture Act. Executed copies or forms of the Indentures will or have been filed with the Commission as exhibits to the Registration
Statement. Each Indenture is or will also be available electronically with the SEC under each Issuer’s respective profile on EDGAR
at www.sec.gov and under each Issuer’s respective SEDAR+ profile at www.sedarplus.ca.
The following statements
with respect to the Indentures and the Debt Securities issued or to be issued thereunder are brief summaries of certain provisions of
the Indentures and do not purport to be complete; such statements are subject to the detailed referenced provisions of the applicable
Indenture, including the definition of capitalized terms used under this caption. Wherever a particular section or defined term of an
Indenture is referred to, the statement is qualified in its entirety by such section or term. References to the “Issuer”
and “Indenture Securities” refer to the Company and each Debt Issuer, as issuer, and the Debt Securities issued
or to be issued by it under the Indentures. References to the “Trustee” or “Trustees” and any particular
Indenture or Debt Securities refer to the BN Trustee, the BFI Trustee, the US LLC Trustees, the BFI II Trustee, the AUS Issuer Trustees
or the UK Issuer Trustees as trustee or trustees under the applicable Indenture.
General
The Indentures do not limit
the aggregate principal amount of Indenture Securities (which may include debentures, notes and other unsecured evidences of indebtedness)
which may be issued thereunder, and Indenture Securities may be issued under each Indenture from time to time in one or more series and
may be denominated and payable in foreign currencies or units based on or relating to foreign currencies, including European currency
units, pounds sterling and Australian dollars. Special Canadian and United States federal income tax considerations applicable to any
Indenture Securities so denominated will be described in the Prospectus Supplement relating thereto. Unless otherwise indicated in the
applicable Prospectus Supplement, each Indenture permits the Company and each Debt Issuer to increase the principal amount of
any series of Indenture Securities previously issued by it and to issue such increased principal amount. (Section 301 of the BN Indenture,
and Section 3.1 of the BFI Senior Indenture and the Other Indentures.) In the case of additional Debt Securities of a series under
the US LLC Indenture, the AUS Issuer Indenture and the UK Issuer Indentures, issued after the date of original issuance of Debt Securities
of such series, if they are not fungible with the original Debt Securities of such series for U.S. federal income tax purposes, then such
additional Debt Securities will be issued with a separate CUSIP or ISIN number so that they are distinguishable from the original Debt
Securities of such series.
All Debt Securities issued
by BFI, the US LLC Issuer, BFI II, the AUS Issuer and the UK Issuer will be fully and unconditionally guaranteed by the Company.
The applicable Prospectus
Supplement will set forth the following terms relating to the particular offered Debt Securities: (1) the specific designation of
the offered Debt Securities and the Indenture under which they are issued; (2) any limit on the aggregate principal amount of the
offered Debt Securities; (3) the date or dates, if any, on which the offered Debt Securities will mature and the portion (if less
than all of the principal amount) of the offered Debt Securities to be payable upon declaration of acceleration of maturity; (4) the
rate or rates per annum (which may be fixed or variable) at which the offered Debt Securities will bear interest, if any, the date or
dates from which any such interest will accrue and on which any such interest will be payable and the Regular Record Dates for any interest
payable on the offered Debt Securities which are in registered form (“Registered Debt Securities”); (5) any mandatory
or optional redemption or sinking fund provisions, including the period or periods within which the price or prices at which and the terms
and conditions upon which the offered Debt Securities may be redeemed or purchased at the option of the Issuer or otherwise; (6) whether
the offered Debt Securities will be issuable in registered form or bearer form or both and, if issuable in bearer form, the restrictions
as to the offer, sale and delivery of the offered Debt Securities in bearer form and as to exchanges between registered and bearer form;
(7) whether the offered Debt Securities will be issuable in the form of one or more registered global securities (“Registered
Global Securities”) and, if so, the identity of the Depositary for such Registered Global Securities; (8) the denominations
in which any of the offered Debt Securities will be issuable if in other than denominations of $1,000 and any multiple thereof; (9) each
office or agency where the principal of, and any premium and interest on, the offered Debt Securities will be payable and each office
or agency where the offered Debt Securities may be presented for registration of transfer or exchange; (10) if other than U.S. dollars,
the foreign currency or the units based on or relating to foreign currencies in which the offered Debt Securities are denominated and/or
in which the payment of the principal of, and any premium and interest on, the offered Debt Securities will or may be payable; (11) any
applicable terms or conditions related to the addition of any co-obligor or additional guarantor in respect of any or all series of Debt
Securities; and (12) any other terms of the offered Debt Securities, including any applicable subordination provisions, exchange
or conversion terms, covenants and additional Events of Default. Special Canadian and United States federal income tax considerations
applicable to the offered Debt Securities, the amount of principal thereof and any premium and interest thereon will be described in the
Prospectus Supplement relating thereto. Unless otherwise indicated in the applicable Prospectus Supplement, no Indenture affords the Holders
the right to tender Indenture Securities to the Issuer for repurchase, or provides for any increase in the rate or rates of interest per
annum at which the Indenture Securities will bear interest, in the event the Company or any Debt Issuer should become involved
in a highly leveraged transaction or in the event of a change in control of the Company or any Debt Issuer. (Section 301
of the BN Indenture, and Section 3.1 of the BFI Senior Indenture and the Other Indentures.)
Indenture Securities may
be issued bearing no interest or interest at a rate below the prevailing market rate at the time of issuance, to be offered and sold at
a discount below their stated principal amount. The Canadian and United States federal income tax consequences and other special considerations
applicable to any such discounted Indenture Securities or other Indenture Securities offered and sold at par which are treated as having
been issued at a discount for Canadian and/or United States federal income tax purposes will be described in the Prospectus Supplement
relating thereto. (Section 301 of the BN Indenture, and Section 3.1 of the BFI Senior Indenture and the Other Indentures.)
The Indenture Securities
will be direct unsecured obligations of the Company and the Debt Issuers and will be unsecured senior or subordinated, as applicable,
indebtedness of each of them as described in the applicable Prospectus Supplement. (Section 301 of the BN Indenture, and Section 3.1
of the BFI Senior Indenture and the Other Indentures.)
The Company’s guarantee
of the Indenture Securities issued by the Debt Issuers will be unsecured senior or subordinated, as applicable, indebtedness of
the Company, including the Company’s obligations under the Indenture Securities issued under the BN Indenture.
The guarantees will be unsecured
general obligations of the Company and will rank equal in right of payment with, or junior to, other unsecured and senior or subordinated
debt (other than subordinated debt that has been further subordinated in accordance with its terms), as applicable, of the Company. The
Debt Securities and the guarantees will be effectively subordinated to any secured indebtedness of the applicable Issuer or to the Company
to the extent of the value of the assets securing such indebtedness. The guarantee by the Company of the Indenture Securities will guarantee
the due and punctual payment of the principal of, premium, if any, and interest on the Indenture Securities issued by the applicable Issuer,
when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise.
Form, Denomination, Exchange and
Transfer
Unless otherwise indicated
in the applicable Prospectus Supplement, Indenture Securities will be issued only in fully registered form without coupons and in
denominations of $1,000 or any integral multiple thereof. (Section 302 of the BN Indenture, and Section 3.2 of the BFI Senior
Indenture and Other Indentures.) Indenture Securities may be presented for exchange and Registered Debt Securities may be presented for
registration of transfer in the manner, at the places and, subject to the restrictions set forth in the applicable Indenture and in the
applicable Prospectus Supplement, without service charge, but upon payment of any taxes or the governmental charges due in connection
therewith. Each Issuer has or will appoint, as applicable, their respective Trustees as Security Registrars under each Indenture. (Section 305
of the BN Indenture, and Section 3.5 of the BFI Senior Indenture and Other Indentures.)
Payment
Unless otherwise indicated
in the applicable Prospectus Supplement, payment of the principal of, and any premium and interest on, Registered Debt Securities (other
than a Registered Global Security) will be made at the Corporate Trust Office of the applicable Trustee(s) and the office or agency
of the particular Issuer maintained for that purpose in Toronto, Canada (in the case of the BN Indenture, the BFI Indentures and the BFI
II Indenture) or in Toronto, Canada or New York, New York (in the case of the US LLC Indenture, the AUS Issuer Indenture and the UK Issuer
Indentures), except that, at the option of the particular Issuer, payment of any interest may be made (i) by check mailed to the
address of the Person entitled thereto at such address as shall appear in the applicable Security Register or (ii) by wire transfer
to an account maintained by the Person entitled thereto as specified in the applicable Security Register. (Sections 305, 307, and 1002
of the BN Indenture, and Sections 3.5, 3.7 and 11.2 of the BFI Senior Indenture and the Other Indentures.) Unless otherwise indicated
in the applicable Prospectus Supplement, payment of any interest due on Registered Debt Securities will be made to the Persons in whose
name such Registered Debt Securities are registered at the close of business on the Regular Record Date for such interest payment. (Section 307
of the BN Indenture, and Section 3.7 of the BFI Senior Indenture and Other Indentures.)
Registered Global Securities
The Registered Debt Securities
of a particular series may be issued in the form of one or more Registered Global Securities which will be registered in the name of,
and deposited with, one or more Depositories or nominees, each of which will be identified in the Prospectus Supplement relating to such
series. Unless and until exchanged, in whole or in part, for Indenture Securities in definitive registered form, a Registered Global Security
may not be transferred except as a whole by the Depositary for such Registered Global Security to a nominee of such Depositary, by a nominee
of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor of
such Depositary or a nominee of such successor. (Section 305 of the BN Indenture, and Section 3.5 of the BFI Senior Indenture
and Other Indentures.)
The specific terms of the
depositary arrangement with respect to any portion of a particular series of Indenture Securities to be represented by a Registered Global
Security will be described in the Prospectus Supplement relating to such series. We anticipate that the following provisions will apply
to all depositary arrangements.
Upon the issuance of a Registered
Global Security, the Depositary therefor or its nominee will credit, on its book entry and registration system, the respective principal
amounts of the Indenture Securities represented by such Registered Global Security to the accounts of such persons having accounts with
such Depositary or its nominee (“participants”) as shall be designated by the underwriters, investment dealers or agents
participating in the distribution of such Indenture Securities or by the particular Issuer if such Indenture Securities are offered and
sold directly by the Issuer. Ownership of beneficial interests in a Registered Global Security will be limited to participants or persons
that may hold beneficial interests through participants. Ownership of beneficial interests in a Registered Global Security will be shown
on, and the transfer of such ownership will be effected only through, records maintained by the Depositary therefor or its nominee (with
respect to beneficial interests of participants) or by participants or persons that hold through participants (with respect to interests
of persons other than participants). The laws of some states in the United States require certain purchasers of securities to take physical
delivery thereof in definitive form. Such depositary arrangements and such laws may impair the ability to transfer beneficial interests
in a Registered Global Security.
So long as the Depositary
for a Registered Global Security or its nominee is the registered owner thereof, such Depositary or such nominee, as the case may be,
will be considered the sole owner or Holder of the Indenture Securities represented by such Registered Global Security for all purposes
under the applicable Indenture. Except as provided below, owners of beneficial interests in a Registered Global Security will not be entitled
to have Indenture Securities of the series represented by such Registered Global Security registered in their names, will not receive
or be entitled to receive physical delivery of Indenture Securities of such series in definitive form and will not be considered the owners
or Holders thereof under the applicable Indenture.
Principal, premium, if any,
and interest payments on a Registered Global Security registered in the name of a Depositary or its nominee will be made to such Depositary
or nominee, as the case may be, as the registered owner of such Registered Global Security. None of the particular Issuer or Trustee or
any paying agent for Indenture Securities of the series represented by such Registered Global Security will have any responsibility or
liability for any aspect of the records relating to, or payments made on account of, beneficial interests in such Registered Global Security
or for maintaining, supervising or reviewing any records relating to such beneficial interests.
We expect that the Depositary
for a Registered Global Security or its nominee, upon receipt of any payment of principal, premium or interest, will immediately credit
participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of
such Registered Global Security as shown on the records of such Depositary or its nominee. We also expect that payments by participants
to owners of beneficial interests in a Registered Global Security held through such participants will be governed by standing instructions
and customary practices, as is now the case with securities held for the accounts of customers registered in “street name”,
and will be the responsibility of such participants.
No Registered Global Security
may be exchanged in whole or in part for Indenture Securities registered, and no transfer of a Registered Global Security in whole or
in part may be registered, in the name of any Person other than the Depositary for such Registered Global Security or a nominee thereof
unless (A) such Depositary (i) has notified the particular Issuer that it is unwilling or unable to continue as Depositary for
such Registered Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, and a successor securities
Depositary is not obtained, (B) there shall have occurred and be continuing an Event of Default with respect to such Registered Global
Security, (C) the particular Issuer determines, in its sole discretion, that the Securities of such series shall no longer be represented
by such Registered Global Security and executes and delivers to the applicable Trustee(s) an Issuer order that such Registered Global
Security shall be so exchangeable and the transfer thereof so registerable or (D) there shall exist such circumstances, if any, in
addition to or in lieu of the foregoing as have been specified for this purpose as contemplated in the applicable Indenture. (Section 305
of the BN Indenture, and Section 3.5.2 of the BFI Senior Indenture and the Other Indentures.)
Consolidation, Merger, Amalgamation
and Sale of Assets
Pursuant to the BN Indenture,
the Company shall not enter into any transaction (whether by way of reorganization, reconstruction, consolidation, amalgamation, merger,
transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any
other Person (the “BN Successor Corporation”) unless: (a) the Company and the BN Successor Corporation shall have
executed, prior to or contemporaneously with the consummation of such transaction, such instruments and done such things as, in the opinion
of counsel, are necessary or advisable to establish that, upon the consummation of such transaction, (i) the BN Successor Corporation
will have assumed all the covenants and obligations of the Company under the BN Indenture in respect of the Indenture Securities of every
series issued thereunder, and (ii) the Indenture Securities of every series issued under the BN Indenture will be valid and binding
obligations of the BN Successor Corporation entitling the Holders thereof, as against the BN Successor Corporation, to all the rights
of Holders of Indenture Securities under the BN Indenture; and (b) such transaction shall be on such terms and shall be carried out
at such times and otherwise in such manner as shall not be prejudicial to the interests of the Holders of the Indenture Securities of
each and every series or to the rights and powers of the Trustee under the BN Indenture. (Section 801 of the BN Indenture.)
Pursuant to the BFI Senior
Indenture and the Other Indentures, neither the applicable Debt Issuer nor the Company (in each case for purposes of this description,
a “Predecessor”) shall enter into any transaction (whether by way of reorganization, reconstruction, consolidation,
amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become
the property of any other Person (in each case for purposes of this description, a “Successor”) unless: (a) the
Predecessor and the Successor shall have executed, prior to or contemporaneously with the consummation of such transaction, such instruments
and done such things as, in the opinion of counsel, are necessary or advisable to establish that, upon the consummation of such transaction,
(i) the Successor will have assumed all the covenants and obligations of the Predecessor under the applicable Indenture in respect
of the Indenture Securities of every series issued thereunder, and in the case of the Company, its guarantee of the Indenture Securities
and (ii) the Indenture Securities of every series issued by the Predecessor will be valid and binding obligations of the Successor,
entitling the Holders thereof, as against the Successor, to all the rights of Holders of Indenture Securities under the applicable Indenture;
and (b) such transaction shall be on such terms and shall be carried out at such times and otherwise in such manner as shall not
be prejudicial to the interests of the Holders of applicable Indenture Securities of each and every series or to the rights and powers
of the applicable Trustee(s) under the applicable Indenture; provided, however, that such restrictions are not applicable to any
sale or transfer by the applicable Debt Issuer or the Company to any one or more of their subsidiaries. (Section 9.1 of the
BFI Senior Indenture and the Other Indentures.)
Events of Default
Unless otherwise indicated
in any Prospectus Supplement, each Indenture provides that the following will constitute an Event of Default under such Indenture (except
subsection (f) below which is not an Event of Default under the BN Indenture and subsection (g) below which is not an Event
of Default under the Other Indentures) with respect to Indenture Securities of any series issued by the Company and each Debt
Issuer: (a) failure to pay principal of, or any premium on, any Indenture Security of that series when due; (b) failure to pay
any interest on any Indenture Securities of that series when due, which failure continues for 30 days; (c) other than with respect
to the US LLC Indenture, default in the payment of principal and interest on any Indenture Security required to be purchased pursuant
to an Offer to Purchase made pursuant to the terms of the Indenture Securities of such series; (d) failure to deposit any sinking
fund payment, when due, in respect of any Indenture Security of that series; (e) failure of any Debt Issuer and/or the Company
to perform, as applicable, any other covenant in the relevant Indenture (other than a covenant included in such indentures solely for
the benefit of a series other than that series), which failure continues for 60 days after written notice has been given by the respective
Trustee or the Holders of at least 25% in aggregate principal amount of Outstanding Securities of that series, as provided in the relevant
Indenture; (f) the Company’s guarantee of all obligations related to that series shall, for any reason, cease to be, or the
Company shall assert in writing to the relevant Trustee or the Holders thereof that such guarantee is not in full force and effect and
enforceable against the Company in accordance with its terms; (g) failure by the Company to make any payment of principal of, or
interest on, any obligation for borrowed money (other than an obligation payable on demand or maturing less than 12 months from the
creation or issue thereof) having an outstanding principal amount in excess of 5% of the Company’s Consolidated Net Worth in the
aggregate at the time of default or any failure in the performance of any other covenant of the Company contained in any instrument under
which such obligations are created or issued and if the holders thereof, or a trustee, if any, for such holders declare such obligations
to be due and payable prior to the stated maturities thereof, provided that if such default is waived by such holders or trustee, then
the Event of Default under the applicable Indenture shall be deemed to be waived without further action on the part of the applicable
Trustee(s) or the Holders; (h) certain events of bankruptcy, insolvency or reorganization affecting the Company and/or the Debt Issuers; and (i) any other Events of Default provided with respect to the Indenture Securities of such series, as described
in the applicable Prospectus Supplement. (Section 501 of the BN Indenture, and Section 6.1 of the BFI Senior Indenture and the
Other Indentures.)
If an Event of Default (other
than an Event of Default related to certain events of bankruptcy, insolvency or reorganization affecting the Company and any Debt Issuer, and the Company in its capacity as guarantor under the applicable Indenture of each Debt Issuer) with respect to the Indenture
Securities of any series at the time outstanding shall occur and be continuing either the applicable Trustee(s) or the Holders of
at least 25% in aggregate principal amount of Outstanding Securities of that series by notice, as provided in the applicable Indenture,
may declare the principal amount of the Indenture Securities of that series to be due and payable immediately. If an Event of Default
related to certain events of bankruptcy, insolvency or reorganization affecting any Issuer occurs with respect to the Indenture Securities
of any series at the time outstanding, the principal amount of all the Indenture Securities of that series will automatically, and without
any action by the applicable Trustee or any Holder, become immediately due and payable. After any such acceleration, but before a judgment
or decree based on acceleration, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series
may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated
principal (or other specified amount), have been cured or waived as provided in the applicable Indenture. (Section 502 of the BN
Indenture, Section 6.2 of the BFI Senior Indenture and the Other Indentures.) For information as to waiver of defaults, see “—
Modification and Waiver”.
Each Indenture provides that
the applicable Trustee(s) will be under no obligation to exercise any of its rights or powers under the applicable Indenture (or,
in the case of the BFI Senior Indenture and the Other Indentures, commence or continue any act, action or proceeding for enforcing any
rights of the Trustee(s)) at the request or direction of any of the applicable Holders, unless such Holders shall have offered to such
Trustee(s) indemnity satisfactory to such Trustee(s) (or, in the case of the BFI Senior Indenture and the Other Indentures,
sufficient funds to commence or continue compliance with such request and an indemnity to protect the Trustee(s) against losses suffered
in compliance with such request). (Section 603 of the BN Indenture, Section 7.5 of the BFI Senior Indenture and the Other Indentures.)
Subject to such provisions for the indemnification of the particular Trustee(s), the Holders of a majority in aggregate principal amount
of the Outstanding Securities of any series issued under the applicable Indenture will have the right to direct the time, method and place
of conducting any proceeding for any remedy available to such Trustee(s) or exercising any trust or power conferred on such Trustee(s) with
respect to the Indenture Securities of that series. (Section 512 of the BN Indenture and Section 6.12 of the BFI Senior Indenture
and the Other Indentures.)
No Holder of an Indenture
Security of any series will have any right to institute any proceeding with respect to the particular Indenture, or for the appointment
of a receiver or a trustee, or for any other remedy thereunder, unless (i) such Holder has previously given to the applicable Trustee(s) written
notice of a continuing Event of Default with respect to the Indenture Securities of that series, (ii) the Holders of at least 25%
in aggregate principal amount of the Outstanding Securities of that series have made a written request, and such Holder or Holders have
offered reasonable indemnity, or in the case of the Other Indentures, indemnity reasonably satisfactory to each Trustee, to the applicable
Trustee(s) to institute such proceeding as trustee, and (iii) the applicable Trustee(s) has failed to institute such proceeding,
and has not received from the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series a direction
inconsistent with such request, within 60 days after such notice, request and offer. (Section 507 of the BN Indenture, Section 6.7
of the BFI Senior Indenture and the Other Indentures.) However, such limitations do not apply to a suit instituted by a Holder of an Indenture
Security for the enforcement of payment of the principal of, or of any premium or interest on, such Indenture Security on or after the
applicable due date specified in such Indenture Security. (Section 508 of the BN Indenture, Section 6.8 of the BFI Senior Indenture
and the Other Indentures.)
The Company and each Debt Issuer are each required to furnish to their respective Trustees an annual and a quarterly statement by certain of its officers
as to whether or not each Issuer, as applicable, to their best knowledge, is in default in the performance or observance of any of the
terms, provisions and conditions of the applicable Indenture and, if so, specifying all such known defaults and the nature and status
thereof. (Section 1004 of the BN Indenture, and Section 11.4 of the BFI Senior Indenture and Other Indentures.) In addition,
the US LLC Issuer, the AUS Issuer and the UK Issuer are or will be required to deliver an annual compliance certificate as required under
the Trust Indenture Act. (Section 11.4(d) of the US LLC Indenture, the AUS Issuer Indenture and the UK Issuer Indentures.)
Defeasance
Each Indenture provides that,
at the option of the applicable Issuer, the Issuer and, in the case of the BFI Senior Indenture and the Other Indentures, the Company
will be discharged from any and all obligations in respect of any Outstanding Securities upon irrevocable deposit with the applicable
Trustee(s), in trust, of money and/or Government Obligations which will provide money in an amount sufficient, in the opinion of a nationally
recognized firm of independent public accountants, to pay the principal of or premium, if any, and each instalment of interest, if any,
on such Outstanding Securities (“Defeasance”). Such trust may only be established if certain customary conditions precedent
are satisfied, including, among other things, confirmation that Holders will not recognize gain or loss for U.S. federal income tax purposes
as a result of such Defeasance. The Issuer may exercise its Defeasance option notwithstanding its prior exercise of its Covenant Defeasance
(as defined below) option described in the following paragraph if the Issuer meets the conditions precedent at the time the Issuer exercises
the Defeasance option.
Each Indenture provides that,
at the option of the Issuer, unless and until the Issuer has exercised its Defeasance option described in the preceding paragraph, the
Issuer may omit to comply with certain restrictive covenants and such omission shall not be deemed to be an Event of Default under the
Indenture and the Outstanding Securities upon irrevocable deposit with the applicable Trustee(s), in trust, of money and/or Government
Obligations which will provide money in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants,
to pay the principal of and premium, if any, and each instalment of interest, if any, on the Outstanding Securities of the Issuer (“Covenant
Defeasance”). In the event the Issuer exercises its Covenant Defeasance option, the obligations under the applicable Indenture
(other than with respect to such covenants and the Events of Default other than the Events of Default relating to such covenants above)
shall remain in full force and effect. Such trust may only be established if certain customary conditions precedent are satisfied, including,
among other things, confirmation that Holders will not recognize gain or loss for U.S. federal income tax purposes as a result of such
Covenant Defeasance. (Article Thirteen of the BN Indenture, Article Fourteen of the BFI Senior Indenture and the Other Indentures.)
Modification and Waiver
Modifications and amendments
of an Indenture may be made by the Company, the Issuer (if other than the Company) and the applicable Trustee(s) with the consent
of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Indenture Securities affected
by such modification or amendment; provided, however, that no such modification or amendment may, without the consent of the Holder of
each Outstanding Security affected thereby, (a) change the Stated Maturity of the principal of, or any instalment of interest on,
any Outstanding Security, (b) reduce the principal amount of (or the premium), or interest on, any Outstanding Security, (c) reduce
the amount of the principal of any Outstanding Security payable upon the acceleration of the maturity thereof, (d) change the currency
(or, with respect to the BN Indenture and the BFI Senior Indenture, the place) of payment of principal of (or the premium), or interest
on, any Outstanding Security, (e) impair the right to institute suit for the enforcement of any payment on or with respect to any
Outstanding Security, (f) reduce the above-stated percentage of Outstanding Securities necessary to modify or amend the particular
Indenture, (g) reduce the percentage of aggregate principal amount of Outstanding Securities necessary for waiver of compliance with
certain provisions of the particular Indenture or for waiver of certain defaults, (h) modify any provisions of the particular Indenture
relating to the modification and amendment of such Indenture or the waiver of past defaults or covenants, except as otherwise specified,
(i) in the case of the BFI Subordinated Indenture, modify the provisions of the indenture relating to subordination in a manner that
adversely affects the rights of Holders of Indenture Securities, or (j) other than with respect to the US LLC Indenture, following
the mailing of any Offer to Purchase, modify any Offer to Purchase for such Outstanding Security required to be made pursuant to the terms
of such Outstanding Security in a manner materially adverse to the Holders thereof. (Section 902 of the BN Indenture and Section 10.2
of the BFI Senior Indenture and Other Indentures.) In the case of Other Indentures, no such modification or waiver may, without consent
of the Holder of each Outstanding Security affected thereby, (a) change the dates or times fixed for redemption thereof, or (b) release
the Company from its Guarantee under the Other Indentures.
Each Indenture provides that
the Company or the Issuer (if other than the Company) may modify and amend such Indenture without the consent of any holder of Indenture
Securities for any of the following purposes: (a) to evidence the succession of another person to the Issuer or the Company, as applicable,
and the assumption by any such successor of the covenants of the Issuer or the Company, as applicable, under such Indenture and in the
Indenture Securities; (b) in the case of the Other Indentures, to evidence the addition of a co-obligor or guarantor in respect of
any or all series of the Indenture Securities under the Other Indentures, as may be permitted in accordance with the terms of such Indenture
Securities; (c) to add to the covenants of the Debt Issuer or the Company, as applicable, for the benefit of the holders
of any series of Indenture Securities (and if such covenants are to be for the benefit of less than all series of Indenture Securities,
stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power (but
not, in the case of the Other Indentures, any obligation, except any obligation concomitant to such right or power) in such Indenture
conferred upon the Debt Issuer or the Company, as applicable; (d) to add any additional Events of Default for the benefit
of the holders of all or any series of Indenture Securities (and if such additional Events of Default are to be for the benefit of less
than all series of Indenture Securities, stating that such additional Events of Default are expressly being included solely for the benefit
of such series); (e) to add to, change or eliminate any of the provisions of such Indenture in respect of one or more series of Indenture
Securities, provided that any such addition, change or elimination (i) shall neither (A) apply to any Indenture Security of
any series created prior to the execution of the applicable supplemental indenture and entitled to the benefit of such provision nor (B) modify
the rights of the holder of any such Indenture Security with respect to such provision or (ii) shall become effective only when there
is no such Indenture Security outstanding; (f) to secure the Indenture Securities pursuant to the requirements of any provision in
such Indenture or any indenture supplemental thereto or otherwise; (g) to establish the form or terms of Indenture Securities of
any series as permitted under the Indenture and, in the case of the BFI Senior Indenture and the Other Indentures, if required, to provide
for the appointment of a co-trustee, and in the case of Other Indentures, to provide for the appointment of other agents; (h) to
evidence and provide for the acceptance of appointment under such Indenture by a successor trustee with respect to the Indenture Securities
of one or more series and to add to or change any of the provisions in such Indenture as shall be necessary to provide for or facilitate
the administration of the trusts thereunder by more than one trustee (or other agents, in the case of Other Indentures), pursuant to the
requirements of such Indenture; (i) to add to or change any of the provisions of such Indenture to such extent as shall be necessary
to permit or facilitate the issuance of Indenture Securities in bearer form, registrable or not registrable as to principal, and with
or without interest coupons, or to permit or facilitate the issuance of Indenture Securities in uncertificated form; (j) in the case
of the US LLC Indenture, the AUS Issuer Indenture and the UK Issuer Indentures, to comply with any requirements of the Trust Indenture
Legislation including without limitation in connection with qualifying, or maintaining the qualification of, the US LLC Indenture, the
AUS Issuer Indenture or the UK Issuer Indentures, as applicable, under the Trust Indenture Act; or (k) to cure any ambiguity, to
correct or supplement any provision in such Indenture which may be defective or inconsistent with any other provision therein, or to make
any other provisions with respect to matters or questions arising thereunder, provided that such action shall not adversely affect, in
the case of the BFI Senior Indenture and the Other Indentures, in any material respect, the interests of the holders of Indentures Securities
of any series. (Section 901 of the BN Indenture and Section 10.1 of the BFI Senior Indenture and the Other Indentures.)
The Holders of a majority
in aggregate principal amount of the Outstanding Securities of any series, on behalf of all Holders of Outstanding Securities of such
series, may waive compliance by the Issuer with certain restrictive provisions of the particular Indenture. (Section 1009 of the
BN Indenture, Section 11.10 of the BFI Senior Indenture and Section 11.6 of the Other Indentures.) Subject to certain rights
of the particular Trustee, as provided in the applicable Indenture, the Holders of a majority in aggregate principal amount of the Outstanding
Securities issued under such Indenture, on behalf of all holders of Outstanding Securities of such series, may waive any past default
under such Indenture, except a default in the payment of principal, premium or interest or in respect of a covenant or provision of such
Indenture which under the Indenture cannot be modified or amended without the consent of the Holder of each Outstanding Security of such
series affected. (Section 513 of the BN Indenture, Section 6.13 of the BFI Senior Indenture and the Other Indentures.)
Consent to Jurisdiction and Service
under BN Indenture
The BN Indenture provides
that the Company irrevocably appoints CT Corporation System, 1633 Broadway, New York, New York, 10019, as its agent for service of process
in any suit, action or proceeding arising out of or relating to the BN Indenture and the Indenture Securities and for actions brought
under federal or state securities laws brought in any federal or state court located in the Borough of Manhattan in the City of New York
and submit to such jurisdiction.
Consent to Jurisdiction and Service
under the BFI Senior Indenture and the Other Indentures
The BFI Senior Indenture
and the Other Indentures provide, or will provide, that the Debt Issuers and the Company irrevocably appoint Brookfield Asset
Management LLC, Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023, as their agent for service of process in any
suit, action or proceeding arising out of or relating to the relevant Indenture and the Indenture Securities and for actions brought under
federal or state securities laws brought in any federal or state court located in the Borough of Manhattan in the City of New York and
submit to such jurisdiction.
Enforceability of Judgments against
the Company
Since a substantial portion
of the Company’s assets are outside the United States, any judgment obtained in the United States against the Company, including
any judgment with respect to the payment of interest and principal on the Indenture Securities, may not be collectible within the United
States.
The Company has been informed
by counsel that a court of competent jurisdiction in the Province of Ontario would enforce a final and conclusive judgment in personam
of a court sitting in the Borough of Manhattan, the City of New York, New York (a “New York Court”) that is subsisting
and unsatisfied respecting the enforcement of any of the Indentures and the Indenture Securities that is not impeachable as void or voidable
under the internal laws of the State of New York for a sum certain if: (i) the court rendering such judgment had jurisdiction over
the judgment debtor, as recognized by the courts of the Province of Ontario (and submission by the Company in the Indenture to the jurisdiction
of the New York Court will be sufficient for the purpose); (ii) such judgment was not obtained by fraud or in a manner contrary to
natural justice and the enforcement thereof would not be inconsistent with public policy, as such term is understood under the laws of
the Province of Ontario, or contrary to any order made by the Attorney General of Canada under the Foreign Extraterritorial Measures
Act (Canada) or by the Competition Tribunal under the Competition Act (Canada) in respect of certain judgments referred to
in those statutes or to an order or regulation made by the Governor in Council under the Special Economic Measures Act (Canada)
or the United Nations Act (Canada) in respect of certain activities or measures referred to in those statutes; (iii) the enforcement
of such judgment does not constitute, directly or indirectly, the enforcement of foreign revenue, expropriatory or penal laws; (iv) the
action to enforce such judgment is commenced within the applicable limitation period; and (v) the courts of the Province of Ontario
have not decided to stay or decline to hear an action on such judgment because there is another subsisting judgment in any jurisdiction
relating to the same cause of action. The Company has been advised by counsel that the enforcement of any such judgment may also be affected
by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally, and an Ontario court will
render judgment only in Canadian dollars. Furthermore, an Ontario court would disallow the payment of interest, fees and commissions at
rates which in the aggregate are deemed to constitute a criminal rate of interest pursuant to the Criminal Code (Canada). The Company
has been advised by counsel that a monetary judgment of a New York Court predicated solely upon the civil liability provisions of United
States federal securities laws would likely be enforceable in the Province of Ontario if the New York Court had a basis for jurisdiction
in the matter that would be recognized by a court in Ontario for such purposes. There is no assurance that this will be the case. It is
less certain that an action could be brought in the Province of Ontario in the first instance on the basis of liability predicated solely
upon such laws.
Governing Law
The Indentures, Indenture
Securities and the rights, powers, duties or responsibility of Computershare U.S. will be governed by the laws of the State of New York,
except with respect to the rights, powers, duties or responsibility of the remaining Trustees (including Computershare Canada), which
shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. (Section 113 of the BN
Indenture and Section 1.13 of the BFI Senior Indenture and the Other Indentures.)
The Trustees
Computershare Canada is currently,
or is expected to be, the BN Trustee, the BFI Trustee, the BFI II Trustee and the Canadian trustee under the US LLC Indenture, the AUS
Issuer Indenture and the UK Issuer Indentures. Computershare U.S. is currently, or is expected to be, the U.S. trustee under the US LLC
Indenture, the AUS Issuer Indenture and the UK Issuer Indentures. None of the Trustees make any representation or warranty as to the accuracy
or validity of the information contained herein.
Certain Definitions
Set forth below is a summary
of certain of the defined terms used in the Indentures. Reference is made to each Indenture for the full definition of each such term,
as well as any other terms used herein for which no definition is provided (Section 101 of the BN Indenture and Section 1.1
of the BFI Senior Indenture and the Other Indentures, as applicable).
“affiliate”
of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such Person. For the purposes of this definition, “control”, when used with respect to any Person, means the power
to influence the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to
the foregoing.
“Capital Lease
Obligation” of any Person means the obligation to pay rent or other payment amounts under a lease of (or other Debt arrangements
conveying the right to use) real or personal property of such Person which is required to be classified and accounted for as a capital
lease or a liability on the face of a balance sheet of such Person in accordance with generally accepted accounting principles and which
has a term of at least 36 months. The stated maturity of such obligation shall be the date of the last payment of rent or any other amount
due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.
“Capital Stock”
of any Person means any and all shares, interests, participations or other equivalents (however designated) of corporate stock or other
equity participations, including partnership interests whether general or limited, of such Person, and, in the case of the BFI Senior
Indenture and Other Indentures including units of such Person.
“Common Stock”
of any Person means Capital Stock of such Person that does not rank prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding-up of such Person, to shares of Capital Stock of any other
class of such Person.
“Consolidated
Net Worth” of any Person means, with respect to the BN Indenture and the BFI Senior Indenture, the consolidated stockholders’
equity of such Person, determined on a consolidated basis in accordance with generally accepted accounting principles, plus, without duplication,
Qualifying Subordinated Debt and Deferred Credits; provided that with respect to the BN Indenture, adjustments following the date of the
BN Indenture to the accounting books and records of the Company in accordance with U.S. Accounting Principles Board Opinions Nos. 16 and
17 (or successor opinions thereto), or comparable standards in Canada, or otherwise resulting from the acquisition of control of the Company
by another Person shall not be given effect.
“Debt”
means (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether
or not contingent, (i) every obligation of such Person for money borrowed, (ii) every obligation of such Person evidenced by
bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property,
assets or businesses, (iii) every reimbursement obligation of such Person with respect to letters of credit, bankers’ acceptances
or similar facilities issued for the account of such Person, (iv) every obligation of such Person issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of
business which are not overdue or which are being contested in good faith), (v) every Capital Lease Obligation of such Person, (vi) every
obligation that could not be considered as interest in accordance with generally accepted accounting principles under Interest Rate or
Currency Protection Agreements of such Person and (vii) every obligation of the type referred to in clauses (i) through (vi) of
another Person and all dividends of another Person the payment of which, in either case, such Person has Guaranteed or is responsible
or liable for, directly or indirectly, as obligator, Guarantor or otherwise.
“Deferred Credits”
means, with respect to the BN Indenture and the BFI Senior Indenture, the deferred credits of the Company (or, in the case of the BFI
Senior Indenture, any Person) and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting
principles.
“Government Obligation”
means (x) any security which is (i) a direct obligation of the government which issued the currency, or a direct obligation
of the Government of Canada issued in such currency, in which the Indenture Securities of a particular series are denominated for the
payment of which its full faith and credit is pledged or (ii) obligations of a Person the payment of which is unconditionally guaranteed
as its full faith and credit obligation by such government which, in the case of either subclause (i) or (ii) of this clause
(x), is not callable or redeemable at the option of the issuer thereof and (y) any depositary receipt issued by a bank (as defined
in Section 3(a)(2) of the Securities Act, or, in the case of the BFI Senior Indenture and the Other Indentures, as defined in
the Bank Act (Canada)), as custodian with respect to any Government Obligation which is specified in clause (x) above and
held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or
interest on any Government Obligation which is so specified and held, 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 depositary receipt from any amount received by the custodian
in respect of the Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.
“Guarantee”
by any Person means any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing
any Debt of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including,
without limitation, any obligation of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Debt or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Debt, (ii) to
purchase property, securities or services for the purpose of assuring the holder of such Debt of the payment of such Debt or (iii) to
maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Debt (and “Guaranteed”, “Guaranteeing” and “Guarantor”
shall have meanings correlative to the foregoing); provided, however, that the Guarantee by any Person shall not include endorsements
by such Person for collection or deposit, in either case, in the ordinary course of business.
“Holder”
means a Person in whose name a Security is registered in the applicable Security Register.
“Interest Rate
or Currency Protection Agreement” of any Person means any interest rate protection agreement (including, without limitation,
interest rate swaps, caps, floors, collars and similar agreements), and/or other types of interest hedging agreements, and any currency
protection agreement (including foreign exchange contracts, currency swap agreements or other currency hedging arrangements).
“Qualifying Subordinated
Debt” means, with respect to the BN Indenture and the BFI Senior Indenture, Debt of the Company (i) which by its terms
provides that the payment of principal of (and premium, if any) and interest on and all other payment obligations in respect of such Debt
shall be subordinate to the prior payment in full of the Company’s obligations in respect of the Indenture Securities to at least
the extent that no payment of principal of (or premium, if any) or interest on or otherwise due in respect of such Debt may be made for
so long as there exists any default in the payment of principal (or premium, if any) or interest on the Indenture Securities or any other
default that, with the passing of time or the giving of notice or both, would constitute an event of default with respect to the Indenture
Securities and (ii) which expressly by its terms gives the Company the right to make payments of principal in respect of such Debt
in Common Stock of the Company.
“Stated Maturity”,
when used with respect to any Indenture Security or any instalment of principal thereof or interest thereon, means the date specified
in such Indenture Security as the fixed date on which the principal of such Indenture Security or such instalment of principal or interest
is due and payable.
“Trust Indenture
Legislation” means, at any time, (i) the provisions of the Business Corporations Act (Ontario) and regulations
thereunder as amended or re-enacted from time to time, (ii) the provisions of any other statute of Canada or any province thereof
and any regulations thereunder and (iii) the Trust Indenture Act and regulations thereunder, but, in the case of (i) the BN
Indenture and the BFI Senior Indenture, only to the extent applicable under Rule 4d-9 under the Trust Indenture Act and (ii) the
BFI Subordinated Indenture and the BFI II Indenture, only to the extent applicable to that indenture, in each case 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.
