Common use of Book-Based System Clause in Contracts

Book-Based System. (a) Subject to the provisions of subsections 12(b) and (c) of this Part 3 and notwithstanding the provisions of Sections 1 through 11 of this Part 3, the Second Preferred Shares (or any of them) may be evidenced by a registered Global Certificate representing the aggregate number of such Second Preferred Shares held 18 Note to Completion: Teck to insert Redemption Amount. by, or on behalf of, the System Operator as custodian of the Global Certificate for the Participants and registered in the name of “CDS & Co.” (or in such other name as the System Operator may use from time to time as its nominee for purposes of the Book- Based System), and registrations of ownership, transfers and surrenders of Second Preferred Shares held in such manner shall be made only through the Book-Based System. Subject to subsection 12(c) of this Part 3, no beneficial (non-registered) holder of Second Preferred Shares shall receive a certificate or other instrument from the Corporation or the System Operator evidencing such holder's ownership thereof, and no such holder shall be shown on the records maintained by the System Operator except through a book-entry account of a Participant acting on behalf of such holder. (b) Notwithstanding the provisions of Sections 1 through 11 of this Part 3, so long as the System Operator is the holder of any Second Preferred Shares: (i) the System Operator shall be considered the sole registered owner of such Second Preferred Shares for the purposes of receiving notices or payments on or in respect of such Second Preferred Shares; and (ii) the Corporation, pursuant to the exercise of rights of redemption shall deliver or cause to be delivered to the System Operator, for the benefit of the beneficial holders of such Second Preferred Shares, the cash redemption price for the Second Preferred Shares against delivery to the Corporation's account with the System Operator of such holders' Second Preferred Shares. (c) If the Corporation determines that the System Operator is no longer willing or able to discharge properly its responsibilities with respect to the Book-Based System and the Corporation is unable to locate a qualified successor or the Corporation elects, or is required by applicable law, to withdraw such Second Preferred Shares from the Book-Based System, then subparagraphs (a) and (b) of this Section shall no longer be applicable to the Second Preferred Shares and the Corporation shall notify Book- Entry Holders through the System Operator of the occurrence of any such event or election and of the availability of Definitive Shares to Book-Entry Holders. Upon surrender by the System Operator of the Global Certificate to the transfer agent for the Second Preferred Shares accompanied by registration instructions for re- registration, the Corporation shall execute and deliver Definitive Shares. The Corporation shall not be liable for any delay in delivering such instructions and may conclusively act and rely on and shall be protected in acting and relying on such instructions. Upon the issuance of Definitive Shares, the Corporation shall recognize the holders of such Definitive Shares and the Book-Entry Shares for which such Definitive Shares have been substituted shall be void and of no further effect. (d) The provisions of Sections 1 through 11 of this Part 3 and the exercise of rights of redemption with respect to Second Preferred Shares are subject to the provisions of this Section 12 of this Part 3, and to the extent that there is any inconsistency or conflict between such provisions, the provisions of this Section 12 of this Part 3 shall prevail.

Book-Based System. (a) Subject to the provisions of subsections 12(b) and (c) of this Part 3 2 and notwithstanding the provisions of Sections 1 through 11 of this Part 32, the Second First Preferred Shares (or any of them) may be evidenced by a registered Global Certificate representing the aggregate number of such Second First Preferred Shares held 18 Note to Completion: Teck to insert Redemption Amount. by, or on behalf of, the System Operator as custodian of the Global Certificate for the Participants and registered in the name of “CDS & Co.” (or in such other name as the System Operator may use from time to time as its nominee for purposes of the Book- Book-Based System), and registrations of ownership, transfers and surrenders of Second First Preferred Shares held in such manner shall be made only through the Book-Based System. Subject to subsection 12(c) of this Part 32, no beneficial (non-registered) holder of Second First Preferred Shares shall receive a certificate or other instrument from the Corporation or the System Operator evidencing such holder's ownership thereof, and no such holder shall be shown on the records maintained by the System Operator except through a book-entry account of a Participant acting on behalf of such holder. (b) Notwithstanding the provisions of Sections 1 through 11 of this Part 32, so long as the System Operator is the holder of any Second First Preferred Shares: (i) the System Operator shall be considered the sole registered owner of such Second First Preferred Shares for the purposes of receiving notices or payments on or in respect of such Second First Preferred Shares; and (ii) the Corporation, pursuant to the exercise of rights of redemption shall deliver or cause to be delivered to the System Operator, for the benefit of the beneficial holders of such Second First Preferred Shares, the cash redemption price for the Second First Preferred Shares against delivery to the Corporation's account with the System Operator of such holders' Second First Preferred Shares. (c) If the Corporation determines that the System Operator is no longer willing or able to discharge properly its responsibilities with respect to the Book-Based System and the Corporation is unable to locate a qualified successor or the Corporation elects, or is required by applicable law, to withdraw such Second First Preferred Shares from the Book-Based System, then subparagraphs (a) and (b) of this Section shall no longer be applicable to the Second First Preferred Shares and the Corporation shall notify Book- Book-Entry Holders through the System Operator of the occurrence of any such event or election and of the availability of Definitive Shares to Book-Entry Holders. Upon surrender by the System Operator of the Global Certificate to the transfer agent for the Second First Preferred Shares accompanied by registration instructions for re- re-registration, the Corporation shall execute and deliver Definitive Shares. The Corporation shall not be liable for any delay in delivering such instructions and may conclusively act and rely on and shall be protected in acting and relying on such instructions. Upon the issuance of Definitive Shares, the Corporation shall recognize the holders of such Definitive Shares and the Book-Entry Shares for which such Definitive Shares have been substituted shall be void and of no further effect. (d) The provisions of Sections 1 through 11 of this Part 3 2 and the exercise of rights of redemption with respect to Second First Preferred Shares are subject to the provisions of this Section 12 of this Part 32, and to the extent that there is any inconsistency or conflict between such provisions, the provisions of this Section 12 of this Part 3 2 shall prevail.

Book-Based System. (a) Subject to the provisions of subsections 12(b) and (c) of this Part 3 and notwithstanding the provisions of Sections 1 through 11 of this Part 3, the Second Preferred Shares (or any of them) may be evidenced by a registered Global Certificate representing the aggregate number of such Second Preferred Shares held 18 Note to Completion: Teck to insert Redemption Amount. by, or on behalf of, the System Operator as custodian of the Global Certificate for the Participants and registered in the name of “CDS & Co.” (or in such other name as the System Operator may use from time to time as its nominee for purposes of the Book- Book-Based System), and registrations of ownership, transfers and surrenders of Second Preferred Shares held in such manner shall be made only through the Book-Based System. Subject to subsection 12(c) of this Part 3, no beneficial (non-registered) holder of Second Preferred Shares shall receive a certificate or other instrument from the Corporation or the System Operator evidencing such holder's ownership thereof, and no such holder shall be shown on the records maintained by the System Operator except through a book-entry account of a Participant acting on behalf of such holder. (b) Notwithstanding the provisions of Sections 1 through 11 of this Part 3, so long as the System Operator is the holder of any Second Preferred Shares: (i) the System Operator shall be considered the sole registered owner of such Second Preferred Shares for the purposes of receiving notices or payments on or in respect of such Second Preferred Shares; and (ii) the Corporation, pursuant to the exercise of rights of redemption shall deliver or cause to be delivered to the System Operator, for the benefit of the beneficial holders of such Second Preferred Shares, the cash redemption price for the Second Preferred Shares against delivery to the Corporation's account with the System Operator of such holders' Second Preferred Shares. (c) If the Corporation determines that the System Operator is no longer willing or able to discharge properly its responsibilities with respect to the Book-Based System and the Corporation is unable to locate a qualified successor or the Corporation elects, or is required by applicable law, to withdraw such Second Preferred Shares from the Book-Based System, then subparagraphs (a) and (b) of this Section shall no longer be applicable to the Second Preferred Shares and the Corporation shall notify Book- Book-Entry Holders through the System Operator of the occurrence of any such event or election and of the availability of Definitive Shares to Book-Entry Holders. Upon surrender by the System Operator of the Global Certificate to the transfer agent for the Second Preferred Shares accompanied by registration instructions for re- re-registration, the Corporation shall execute and deliver Definitive Shares. The Corporation shall not be liable for any delay in delivering such instructions and may conclusively act and rely on and shall be protected in acting and relying on such instructions. Upon the issuance of Definitive Shares, the Corporation shall recognize the holders of such Definitive Shares and the Book-Entry Shares for which such Definitive Shares have been substituted shall be void and of no further effect. (d) The provisions of Sections 1 through 11 of this Part 3 and the exercise of rights of redemption with respect to Second Preferred Shares are subject to the provisions of this Section 12 of this Part 3, and to the extent that there is any inconsistency or conflict between such provisions, the provisions of this Section 12 of this Part 3 shall prevail.

Book-Based System. (a) Subject to the provisions of subsections 12(bSections 20(b) and (c20(c) of this Part 3 these Exchangeable Share Provisions and notwithstanding the provisions of Sections 1 through 11 19 of this Part 3these Exchangeable Share Provisions, the Second Preferred Exchangeable Shares (or any of them) may be held by, or on behalf of, and, if such Exchangeable Shares are certificated, evidenced by a registered Global Certificate representing the aggregate number of such Second Preferred Exchangeable Shares held 18 Note to Completion: Teck to insert Redemption Amount. by, or on behalf of, the System Operator as custodian of the Global Certificate such Exchangeable Shares for the Participants and registered in the name of “CDS & Co.” (or in such other name as the System Operator may use from time to time as its nominee for purposes of the Book- Book-Based System), and registrations of ownership, transfers and surrenders of Second Preferred Exchangeable Shares held in such manner shall be made only through the Book-Based System. Subject to subsection 12(cSection 20(c) of this Part 3these Exchangeable Share Provisions, no beneficial (non-registered) holder of Second Preferred Exchangeable Shares shall receive a certificate or other instrument from the Corporation Company or the System Operator evidencing such holder's ’s ownership thereof, and no such holder shall be shown on the records maintained by the System Operator except through a book-entry account of a Participant acting on behalf of such holder. (b) Notwithstanding the provisions of Sections 1 through 11 19 of this Part 3these Exchangeable Share Provisions, so long as the System Operator is the registered holder of any Second Preferred Exchangeable Shares: (i) the System Operator shall be considered the sole registered owner of such Second Preferred Exchangeable Shares for the purposes of receiving notices or payments on or in respect of such Second Preferred Exchangeable Shares; and; (ii) the CorporationCompany, Anglo Teck or CallCo, as applicable, in connection with any liquidation, retraction, redemption or purchase of Exchangeable Shares pursuant to the exercise of rights of redemption these Exchangeable Share Provisions, shall deliver or cause to be delivered to the System Operator, for the benefit of the beneficial holders of such Second Preferred Exchangeable Shares, the cash redemption price Exchangeable Share Consideration for the Second Preferred Exchangeable Shares against delivery to the Corporation's Company’s account with the System Operator of such holders' Second Preferred ’ Exchangeable Shares; (iii) a Book-Entry Holder wishing to exercise the right of retraction must do so by instructing the Participant through which such Exchangeable Shares are held to deliver, on behalf of the Book-Entry Holder, all required documentation and instructions to the System Operator and the Company or the Transfer Agent, in accordance with the procedures established by the System Operator and the Company or the Transfer Agent from time to time; and (iv) any reference in these Exchangeable Share Provisions to the presentation and surrender of certificates shall, in the case of Exchangeable Shares held through the Book-Based System, be deemed to refer to compliance with the applicable procedures of the System Operator and the Company or the Transfer Agent for the transfer and retraction of such Exchangeable Shares. (c) If the Corporation Company determines that the System Operator is no longer willing or able to discharge properly its responsibilities with respect to the Book-Based System and the Corporation Company is unable to locate a qualified successor or the Corporation Company elects, or is required by applicable law, to withdraw such Second Preferred Exchangeable Shares from the Book-Based System, then subparagraphs (aSections 20(a) and (b20(b) of this Section shall no longer be applicable to the Second Preferred Exchangeable Shares and the Corporation Company shall notify Book- Book-Entry Holders through the System Operator of the occurrence of any such event or election and of the availability of Definitive Shares to Book-Entry Holders. Upon surrender by the System Operator of the Global Certificate to the transfer agent for the Second Preferred Shares Transfer Agent accompanied by registration instructions for re- re-registration, the Corporation Company shall execute and deliver Definitive Shares. The Corporation Company shall not be liable for any delay in delivering such instructions and may conclusively act and rely on and shall be protected in acting and relying on such instructions. Upon the issuance of Definitive Shares, the Corporation Company shall recognize the registered holders of such Definitive Shares and the Book-Entry Shares for which such Definitive Shares have been substituted shall be void and of no further effect. (d) The provisions of Sections 1 through 11 19 of this Part 3 these Exchangeable Share Provisions and the exercise of rights of redemption or the Liquidation Call Right, the Redemption Call Right or the Retraction Call Right with respect to Second Preferred Exchangeable Shares are subject to the provisions of this Section 12 20 of this Part 3these Exchangeable Share Provisions, and to the extent that there is any inconsistency or conflict between such provisions, the provisions of this Section 12 20 of this Part 3 these Exchangeable Share Provisions shall prevail.