EXHIBIT
4.5(a)


 


 


HCN CANADIAN HOLDINGS-1
LP

as Issuer


and


WELLTOWER INC.

as Guarantor


and


BNY TRUST COMPANY OF
CANADA

as Trustee


INDENTURE


DATED AS OF NOVEMBER 25,
2015


SENIOR DEBT SECURITIES


 













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TABLE OF CONTENTS


Page


Article 1 DEFINITIONS AND OTHER GENERAL PROVISIONS............................... 1


1.01       Definitions............................................................................................................... 1


1.02       Compliance
Certificates and Opinions.................................................................... 6


1.03       Form of
Documents Delivered to Trustee............................................................... 6


1.04       Interest
Act (Canada).............................................................................................. 7


1.05       Acts of
Holders; Record Dates............................................................................... 7


1.06       Notices,
Etc., to Trustee and Issuer......................................................................... 8


1.07       Notice
to Holders; Waiver....................................................................................... 8


1.08       Effect
of Headings and Table of Contents............................................................. 8


1.09       Successors
and Assigns........................................................................................... 8


1.10       Severability
Clause.................................................................................................. 8


1.11       Benefits
of Indenture.............................................................................................. 8


1.12       Governing
Law........................................................................................................ 8


1.13       Legal
Holidays......................................................................................................... 9


1.14       No
Personal Liability of the Issuer or the General Partner...................................... 9


1.15       No
Personal Liability of the Guarantor................................................................... 9


1.16       Waiver
of Jury Trial................................................................................................. 9


1.17       Force
Majeure.......................................................................................................... 9


1.18       Electronic
Execution.............................................................................................. 10


Article 2 SECURITY FORMS............................................................................................ 10


2.01       Forms
Generally..................................................................................................... 10


2.02       Form of
Face of Security....................................................................................... 10


2.03       Form of
Reverse of Security.................................................................................. 11


2.04       Form of
Legend for Global Securities................................................................... 15


2.05       Form of
Trustee’s Certificate of Authentication................................................... 15


Article 3 THE SECURITIES.............................................................................................. 16


3.01       Amount
Unlimited; Issuable in Series................................................................... 16


3.02       Denominations....................................................................................................... 18


3.03       Execution,
Authentication, Delivery and Dating.................................................. 18


3.04       Temporary
Securities............................................................................................. 19


3.05       Securities
Registrar and Paying Agent.................................................................. 19


3.06       Paying
Agent to Hold Money in Trust.................................................................. 19


3.07       Transfer
and Exchange.......................................................................................... 20


3.08       Mutilated,
Destroyed, Lost and Stolen Securities................................................. 22


3.09       Payment
of Interest; Interest Rights Preserved..................................................... 22


3.10       Persons
Deemed Owners....................................................................................... 23


3.11       Cancellation........................................................................................................... 23


3.12       CUSIP
Numbers.................................................................................................... 23


Article 4 MEETINGS OF HOLDERS............................................................................... 24


4.01       Right
to Convene Meeting.................................................................................... 24


4.02       Notice
of Meetings................................................................................................ 24


4.03       Chairman................................................................................................................ 24


4.04       Quorum.................................................................................................................. 24


4.05       Power
to Adjourn.................................................................................................. 24


4.06       Show of
Hands...................................................................................................... 24






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4.07       Poll......................................................................................................................... 25


4.08       Voting.................................................................................................................... 25


4.09       Regulations............................................................................................................ 25


4.10       Issuer,
Guarantor and Trustee May Be Represented............................................. 25


4.11       Powers
Exercisable by Extraordinary Resolution.................................................. 25


4.12       Meaning
of “Extraordinary Resolution”................................................................ 26


4.13       Powers
Cumulative................................................................................................ 26


4.14       Minutes.................................................................................................................. 26


4.15       Instruments
in Writing........................................................................................... 26


4.16       Binding
Effect of Resolutions............................................................................... 26


4.17       Serial
Meetings...................................................................................................... 26


Article 5 Guarantees.................................................................................................... 27


5.01       Applicability
of Article; Guarantee....................................................................... 27


5.02       Limitation
on Guarantor Liability.......................................................................... 29


5.03       Execution
and Delivery of Guarantee................................................................... 29


Article 6 SATISFACTION AND DISCHARGE.............................................................. 30


6.01       Satisfaction
and Discharge of Indenture............................................................... 30


6.02       Application
of Trust Money.................................................................................. 30


Article 7 REMEDIES........................................................................................................... 30


7.01       Events
of Default.................................................................................................. 30


7.02       Acceleration
of Maturity; Rescission and Annulment........................................... 31


7.03       Collection
of Indebtedness and Suits for Enforcement by Trustee...................... 32


7.04       Trustee
May File Proofs of Claim.......................................................................... 32


7.05       Trustee
May Enforce Claims Without Possession of Securities............................ 33


7.06       Application
of Money Collected........................................................................... 33


7.07       Limitation
on Suits................................................................................................ 33


7.08       Unconditional
Right of Holders to Receive Principal, Premium and Interest...... 33


7.09       Restoration
of Rights and Remedies..................................................................... 34


7.10       Rights
and Remedies Cumulative......................................................................... 34


7.11       Delay
or Omission Not Waiver.............................................................................. 34


7.12       Control
by Holders................................................................................................ 34


7.13       Waiver
of Past Defaults......................................................................................... 34


7.14       Undertaking
for Costs........................................................................................... 34


ARTICLE 8 THE TRUSTEE.................................................................................................... 35


8.01       Certain
Duties and Responsibilities....................................................................... 35


8.02       Notice
of Defaults................................................................................................. 35


8.03       Certain
Rights of Trustee....................................................................................... 35


8.04       Not
Responsible for Recitals or Issuance of Securities......................................... 37


8.05       May
Hold Securities.............................................................................................. 37


8.06       Money
Held in Trust.............................................................................................. 37


8.07       Compensation,
Reimbursement and Indemnification........................................... 37


8.08       Conflicting
Interests.............................................................................................. 37


8.09       Corporate
Trustee Required; Eligibility................................................................. 38


8.10       Resignation
and Removal; Appointment of Successor......................................... 38


8.11       Acceptance
of Appointment by Successor............................................................ 39


8.12       Merger,
Conversion, Consolidation or Succession to Business............................. 39


8.13       Anti-Money
Laundering and Anti-Terrorist Legislation....................................... 39






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8.14       Privacy
Laws......................................................................................................... 40


8.15       Preferential
Collection of Claims Against Issuer................................................... 40


8.16       Appointment
of Authenticating Agent................................................................. 40


Article 9 HOLDERS’ LISTS AND REPORTS BY
TRUSTEE AND ISSUER............ 41


9.01       Issuer
to Furnish Trustee Names and Addresses of Holders................................. 41


9.02       Preservation
of Information; Communications to Holders.................................... 41


9.03       Reports
by Guarantor............................................................................................ 41


Article 10 CONSOLIDATION, MERGER, CONVEYANCE,
TRANSFER OR LEASE           42


10.01    Issuer May
Consolidate, Etc., Only on Certain Terms.......................................... 42


10.02    Guarantor
May Consolidate, Etc., Only on Certain Terms................................... 42


10.03    Successor
of the Issuer Substituted....................................................................... 42


10.04    Successor
of the Guarantor Substituted................................................................ 43


Article 11 SUPPLEMENTAL INDENTURES................................................................. 43


11.01    Supplemental
Indentures Without Consent of Holders........................................ 43


11.02    Supplemental
Indentures With Consent of Holders.............................................. 43


11.03    Execution
of Supplemental Indentures................................................................. 44


11.04    Effect of
Supplemental Indentures....................................................................... 44


11.05    Reference
in Securities to Supplemental Indentures............................................. 44


Article 12 COVENANTS..................................................................................................... 45


12.01    Payment of
Principal, Premium and Interest......................................................... 45


12.02    Maintenance
of Office or Agency......................................................................... 45


12.03    Money for
Securities Payments to Be Held in Trust............................................. 45


12.04    Statement
by Officers as to Default...................................................................... 46


12.05    Existence................................................................................................................ 46


12.06    Waiver of
Certain Covenants................................................................................ 46


Article 13 REDEMPTION OF SECURITIES.................................................................. 46


13.01    Applicability
of Article.......................................................................................... 46


13.02    Notices to
Trustee.................................................................................................. 46


13.03    Selection
of Securities to be Redeemed................................................................ 47


13.04    Notice of
Redemption........................................................................................... 47


13.05    Effect of
Notice of Redemption........................................................................... 48


13.06    Deposit of
Redemption or Purchase Price............................................................. 48


13.07    Securities
Redeemed or Purchased in Part............................................................ 48


13.08    Conversion
Arrangement on Call for Redemption................................................ 48


Article 14 SINKING FUNDS.............................................................................................. 49


14.01    Applicability
of Article.......................................................................................... 49


14.02    Satisfaction
of Sinking Fund Payments with Securities........................................ 49


14.03    Redemption
of Securities for Sinking Fund.......................................................... 49


Article 15 DEFEASANCE AND COVENANT DEFEASANCE................................... 49


15.01    Option to
Effect Defeasance or Covenant Defeasance......................................... 49


15.02    Defeasance
and Discharge..................................................................................... 49


15.03    Covenant
Defeasance............................................................................................ 50


15.04    Conditions
to Defeasance or Covenant Defeasance............................................. 50






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15.05    Deposited
Money and Canadian Government Obligations to Be Held in Trust; Miscellaneous
Provisions............................................................................................................... 51


15.06    Reinstatement........................................................................................................ 52


 


 













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INDENTURE


This Indenture,
dated as of November 25, 2015, among HCN Canadian Holdings-1 LP, an Ontario
limited partnership (the “Issuer”), having its principal offices at 45
O’Connor Street, Suite 1600, Ottawa, Ontario, Canada, K1P 1A4 with a mailing
address of 4500 Dorr Street, Toledo, Ohio, United States, 43615,
Welltower Inc., a corporation duly organized and existing under the laws of the
State of Delaware (the “Guarantor” and together with the Issuer,
the “Obligors”), having its principal offices at One SeaGate, Suite
1500, Toledo, Ohio 43604, and BNY Trust Company of Canada, a trust company
existing under the laws of Canada, as trustee (the “Trustee”),
having its principal offices at 320 Bay Street, 11th Floor, Toronto,
Ontario, M5H 4A6.


RECITALS:


The Issuer and the
Guarantor have duly authorized the execution and delivery of this Indenture to provide
for the issuance from time to time of the Issuer’s unsecured debentures, notes
or other evidences of indebtedness (the “Securities”), to be issued in
one or more series as provided in this Indenture.


The Guarantor indirectly owns all of the
issued partnership interests in the capital of the Issuer and has agreed to
enter into this Indenture and to provide its Guarantee of the Issuer’s
obligation under the Securities; and


The Issuer and the
Guarantor have taken all actions necessary to make this Indenture a valid and
legally binding agreement of the Issuer and the Guarantor, in accordance with
its terms.


NOW, THEREFORE, THIS INDENTURE
WITNESSETH:


For good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties covenant, declare and agree for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:


Article 1DEFINITIONS AND OTHER GENERAL PROVISIONS


1.01           
Definitions. 


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 accounting terms
not otherwise defined herein have the meanings assigned to them in accordance
with generally accepted accounting principles, and, except as otherwise herein
expressly provided, the term “generally accepted accounting principles” with
respect to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted in the United States of America
at the Issue Date;


c)                  
unless otherwise
specifically set forth herein, all calculations or determinations of a Person
shall be performed or made on a consolidated basis in accordance with generally
accepted accounting principles;


d)                  
unless the context
otherwise requires, any reference to an “Article” or a “Section” refers to an
Article or a Section, as the case may be, of this Indenture;


e)                  
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; and


f)                   
all dollar references
shall, unless otherwise noted, refer to the lawful currency of Canada.


“Act,” when used with respect to
any Holder, has the meaning specified in Section 1.05 of this
Indenture.


“Additional Amounts” means all
amounts required to be paid pursuant to Section 5.01(f).


“Affiliate” of any specified Person
means any other Person directly or indirectly controlling or controlled by or
under direct or indirect common control with such specified Person. For the
purposes of this definition, “control” when used with respect to any specified
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the 




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ownership
of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.


“Applicable Procedures” means, with respect to any transfer or exchange of or
for beneficial interests in any Global Security, the rules and procedures of
the Depositary and CDS (if it is not at that time the Depositary) that apply to
such transfer or exchange.


“Authenticating Agent” means any
Person authorized by the Trustee pursuant to Section 8.16 of this
Indenture to act on behalf of the Trustee to authenticate Securities of one or
more series.


“Authentication Order” means a written order of the Issuer signed by two
officers of the General Partner in its capacity as general partner of the
Issuer.


“Bankruptcy Law” means the Bankruptcy
and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act
(Canada), Title 11 of the United States Code, or any similar federal,
provincial or state law relating to bankruptcy, insolvency, receivership,
winding-up, liquidation, reorganization or relief of debtors or any amendment
to, succession to or change in any such law.


“Board” means either the board of
directors of the General Partner of the Issuer or any duly authorized committee
of that board.


“Board Resolution” means a copy of
a resolution certified by the Secretary or an Assistant Secretary of the
General Partner in its capacity as general partner of the Issuer 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.


“Business Day,” means any day other
than a Saturday or Sunday or a day on which banking institutions in the City of
Toronto are required or authorized by law to close.


“CDS” means CDS Clearing and
Depositary Services Inc. together with its successors from time to time.


“Canadian Government Obligations”
means securities that are (i) direct obligations of the Government of Canada,
or obligations of a Person the timely payment of which is unconditionally
guaranteed by, the Government of Canada or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
Government of Canada the payment of which is unconditionally guaranteed by the
Government of Canada, which, in either case under clauses (i) or (ii), are not
callable or redeemable at the option of the issuer thereof, and also includes a
depositary receipt issued by a bank or trust company as custodian with respect
to any such Canadian Government Obligation or a specific payment of interest on
or principal of any such Canadian Government Obligation held by such custodian
for the account of the holder of a depositary 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 depositary receipt from any amount
received by the custodian in respect of the Canadian Government Obligation or
the specific payment of interest on or principal of the Canadian Government Obligation
evidenced by such depositary receipt.


 “Commission” means the Securities and Exchange Commission, from
time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Indenture Legislation, then
the body performing such duties at such time. 


“Corporate Trust Office” means the
principal office of the Trustee at which, at any particular time its corporate
trust business shall be administered, which is located at 320 Bay Street, 11th
Floor, Toronto, Ontario, M5H 4A6, or such other address as the Trustee may
designate from time to time by notice to the Holders and the Issuer, or the
principal corporate trust office of any successor Trustee.


“Covenant Defeasance” has the
meaning specified in Section 15.03 of this
Indenture.


“Deemed Year” has the meaning
specified in Section 1.04 of this
Indenture.


“Default” means any event that is,
or after the giving of notice or the passage of time or both would be, an Event
of Default.


“Defaulted Interest” has the
meaning specified in Section 3.09 of this
Indenture.


“Defeasance” has the meaning
specified in Section 15.02 of this
Indenture.






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“Definitive
Security” means a certificated
Security registered in the name of the Holder thereof and issued in accordance with
Section 3.07,
substantially in the form established in one or more indentures supplemental
hereto or pursuant to Board Resolutions in accordance with Section 3.01 except that
such Security shall not bear the Global Security Legend and shall not have any
related schedule of exchanges of interests in the global security attached
thereto.


“Depositary” means, with respect to
Securities of any series issuable in whole or in part in the form of one or
more Global Securities, a clearing agency that is designated to act as
Depositary for such Securities and any and all successors thereto appointed as
depositary hereunder and having become such pursuant to the applicable
provision of this Indenture.


“EDGAR” has the meaning specified in Section 9.03 of this
Indenture.


“Electronic Methods” means delivery
of any notice or form of communication by facsimile, pdf or e-mail, or by other
similar electronic means in a form satisfactory to the Trustee, the Issuer, or
the Guarantor, as the case may be. 


“Event of Default” has the meaning
specified in Section 7.01 of this
Indenture.


“Exchange Act” means the United States Securities Exchange Act of
1934 and any statute successor thereto, in each case as amended from time to
time.


“Expiration Date” has the meaning
specified in Section 1.05 of this
Indenture.


“General Partner” means
collectively, any Persons serving from time to time as general partner of the
Issuer in accordance with the Partnership Agreement, which as of the date
hereof is HCN Canadian Holdings GP-1 Ltd.


“Global Security” means a Security
that evidences all or part of the Securities of any series and bears the legend
set forth in Section 2.04 (or such
legend as may be specified as contemplated by Section 3.01 for such
Securities).


“Guarantee” means any guarantee of
the Guarantor of the obligations of the Issuer under any Securities.


“Guarantor” means Welltower Inc., a
Delaware corporation, and any and all permitted successors thereto.


“Holder” means a Person in whose
name a Security is registered in the Security 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. The term “Indenture” shall also include the
terms of particular series of Securities established as contemplated by
Section 3.01.


“Indenture Legislation” means, with
respect to a Series, at any time, any applicable statute of Canada or any
province thereof, in each case, relating to trust indentures for debt
obligations and the rights, duties and obligations of trustees and of
corporations issuing or guaranteeing debt obligations under trust indentures,
in each case only to the extent that such provisions are at such time in force
and applicable to this Indenture, the Issuer, any Guarantor or the Trustee.


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


“Indirect Participant” means a Person who holds a beneficial interest in a
Global Security through a Participant.


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


“Investment Company Act” means the Investment
Company Act of 1940 and any statute successor thereto, in each case as
amended from time to time.


“Issue Date” means the date of
initial issuance of the Securities pursuant to this Indenture.


“Issuer” means the Person named as
the “Issuer” in the first paragraph of this instrument until a successor Person
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter “Issuer” shall mean such successor Person.






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“Issuer Request”
or “Issuer Order” means a written request or order signed in the name of
the Issuer by an officer of the General Partner and delivered to the Trustee.


“Maturity,” when used with respect
to any Security, means the date on which the principal of such Security or an
installment of principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration, call for
redemption or otherwise.


“Notice of Default” means a written
notice of the kind specified in Section 7.01 (d) or 7.01 (e).


“Obligors” means, collectively, the
Issuer and the Guarantor and “Obligor” means either of them.


“Officers’ Certificate” means a
certificate signed by (i) the Chairman of the Board, a Vice Chairman of the
Board, the Chief Executive Officer, the Chief Operating Officer, the President
or a Vice President, and (ii) the Chief Financial Officer, the Treasurer, an
Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary,
of the General Partner, in its capacity as general partner of the Issuer, or of
the Guarantor, as applicable, and delivered to the Trustee.


“Opinion of Counsel” means a
written opinion of counsel, who may be counsel for the Issuer or the Guarantor.


“Original Issue Discount Security”
means any Security which provides for an amount less than the principal amount
thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 7.02.


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


                                                      
i.              
Securities theretofore
cancelled by the Trustee or delivered to the Trustee for cancellation;


                                                    
ii.              
Securities for whose
payment or redemption 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 Securities; provided that, if
such Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made;


                                                   
iii.              
Securities, except to
the extent provided in Sections 15.02 and 15.03, with respect to which the Issuer has effected
defeasance and/or covenant defeasance as provided in Article 15;


                                                  
iv.              
Securities which have
been paid pursuant to Section 12.01 or 6.01 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture,
other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held
by a bona fide purchaser in whose hands such Securities are valid obligations
of the Issuer; 


                                                    
v.              
lost, stolen or
destroyed Securities, when new Securities have been duly and validly issued in
substitution for them pursuant to Section 3.08; and


                                                  
vi.              
Securities converted
into other securities of the Issuer in accordance with or as contemplated by
this Indenture, if the terms of such Securities provide for convertibility as
contemplated by Section 13.08;


provided, however, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given, made or
taken any request, demand, authorization, direction, notice, consent, waiver or
other action hereunder as of any date, (A) the principal amount of an Original
Issue Discount Security which shall be deemed to be Outstanding shall be the
amount of the principal thereof which would be due and payable as of such date
upon acceleration of the Maturity thereof to such date pursuant to
Section 7.02, (B) if, as of such date, the principal amount
payable at the Stated Maturity of a Security is not determinable, the principal
amount of such Security which shall be deemed to be Outstanding shall be the
amount as specified or determined as contemplated by Section 3.01, (C) the principal amount of any Indexed Security
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 Security at original issuance, unless otherwise provided
with respect to such Security as contemplated by Section 2.02, (D) the
principal amount of a Security denominated in one or more foreign currencies or
currency units which shall be deemed to be Outstanding shall be the Canadian
dollar equivalent, determined as of such date in the manner provided as
contemplated by Section 3.01, of the principal amount of such Security (or, in the
case of a Security described in clause (A), (B), or (C) above, of the amount
determined as provided in such clause), and (E) Securities owned by the Issuer
or any other obligor upon the Securities or any Affiliate of the Issuer or of
such 




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other obligor shall be disregarded and deemed not
to be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Securities and that the pledgee
is not the Issuer or any other obligor upon the Securities or any Affiliate of
the Issuer or of such other obligor.


“Participant” means, with respect to the Depositary, CDS (if it is not
at that time the Depositary), DTC, Euroclear or Clearstream, a Person who has
an account with or is considered a participant of the Depositary, CDS (if it is
not at that time the Depositary), DTC, Euroclear or Clearstream, respectively.


“Partnership Agreement” means the
Limited Partnership Agreement of the Issuer dated December 20, 2012, as
amended, modified or supplemented from time to time.


“Paying Agent” means any Person
authorized by the Issuer to pay the principal of or any premium or interest on
any Securities on behalf of the Issuer as specified in Section 3.05.


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


“Place of Payment,” when used with
respect to the Securities of any series, means the place or places where the
principal of and any premium and interest on the Securities of that series are
payable as specified as contemplated by Section 3.01.


“Predecessor Security” of any
particular Security means every previous Security evidencing all or a portion
of the same debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under Section 3.08 in exchange
for or in lieu of a mutilated, destroyed, lost or stolen Security shall be
deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.


“Privacy Laws” has the meaning specified in Section 8.14 of this
Indenture.


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


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


“Registrar” has the meanings
specified in Section 3.05 of this
Indenture.


“Regular Record Date” for the
interest payable on any Interest Payment Date on the Securities of any series
means the date specified for that purpose as contemplated by Section 3.01.


“Responsible Officer” means, when
used with respect to the Trustee, any officer within the Corporate Trust
Department of the Trustee, including any vice president, any assistant
treasurer, 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 or to whom any corporate trust 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” has the meaning stated
in the first recital of this Indenture and more particularly means any
Securities authenticated and delivered under this Indenture.


“Security Register” means the
register maintained in the Corporate Trust Office of the Trustee and in any
other office or agency of the Issuer in a Place of Payment.


“Significant Subsidiary” means any
subsidiary which is a “significant subsidiary” (as defined in Article I,
Rule 1-02 of Regulation S-X, promulgated under the Securities Act) of
the Issuer.


“Special Record Date” for the
payment of any Defaulted Interest means a date fixed by the Trustee pursuant to
Section 3.11.






5












  





“Stated
Maturity,” when used with respect to any Security or any installment of
principal thereof or interest thereon, means the date specified in such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable.


“Subsidiary” means a corporation
more than 50% of the outstanding voting stock of which is owned, directly or
indirectly, by the Guarantor or by one or more other Subsidiaries, or by the
Guarantor and one or more other Subsidiaries. For the purposes of this
definition, “voting stock” means stock which ordinarily has voting power for
the election of directors, whether at all times or only so long as no senior
class of stock has such voting power by reason of any contingency.


“Trustee” means the Person named as
the “Trustee” in the first paragraph of this instrument until a successor
Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean or include each Person who is
then a Trustee hereunder, and if at any time there is more than one such
Person, “Trustee” as used with respect to the Securities of any series shall
mean the Trustee with respect to Securities of that series.


1.02           
Compliance Certificates
and Opinions.


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 Officers’
Certificate and an Opinion of Counsel. Each such certificate or opinion shall
be given in the form of an Officers’ Certificate, if to be given by an officer
of the General Partner in its capacity as general partner of the Issuer, or an
Opinion of Counsel, if to be given by counsel, and shall comply with any other
requirements set forth in this Indenture.


Every certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture (except for certificates provided for in Section 12.04) shall
include:


1)                  
a statement that each
individual signing such certificate or opinion has read such covenant or
condition and the definitions herein relating thereto;


2)                  
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;


3)                  
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


4)                  
a statement as to
whether, in the opinion of each such individual, such condition or covenant has
been complied with.


1.03           
Form of Documents
Delivered to Trustee.


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.


Any certificate or
opinion of an officer of the General Partner in its capacity as general partner
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 or her
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
General Partner in its capacity as general partner 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.


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.







6












  





1.04           
Interest Act (Canada).


For
any interim period (other than a full semi-annual period), the rate of interest
applicable to the Securities will be computed on the basis of a 365-day year.
Whenever interest is computed on the basis of a year (the “Deemed Year”)
which contains fewer days than the actual number of days in the calendar year
of calculation, such rate of interest shall be expressed as a yearly rate for
purposes of the Interest Act (Canada) by multiplying such rate of
interest by the actual number of days in the calendar year of calculation and
dividing such product by the number of days in the Deemed Year. The Issuer will
provide the interest calculation to the Trustee for any period for any
Securities and the Trustee shall be entitled to rely on the calculations of the
Issuer.


1.05           
Acts of Holders; Record
Dates.


Any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Obligors. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section Article 8)
conclusive in favor of the Trustee and the Obligors, if made in the manner
provided in this Section.


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 or her the execution thereof. Where such execution is by a signer acting
in a capacity other than his or her individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his or her 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.


The ownership of
Securities shall be proved by the Security Register.


Any request, demand,
authorization, direction, notice, consent, waiver or other Act of the Holder of
any Security shall bind every future Holder of the same Security and the Holder
of every Security 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 Security.


The Issuer may set
any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give, make or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders of Securities of such series, provided that the Issuer may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 7.02, (iii) any
request to institute proceedings referred to in Section 7.07(b) or (iv)
any direction referred to in Section 7.12. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Issuer from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of the relevant series on the date
such action is taken. Promptly after any record date is set pursuant to this
paragraph, the Issuer, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 1.07.


With respect to any
record date set pursuant to this Section, the Issuer may designate any day as
the “Expiration Date” and from time to time may change the Expiration Date to
any earlier or later day; provided that no such change shall be effective
unless notice of the proposed new Expiration Date is given to the Trustee in
writing, and to each Holder of Securities of the relevant series in the manner
set forth in Section 1.07, on or
prior to the existing Expiration Date. If an Expiration Date is not designated
with respect to any record date set pursuant to this Section, the Issuer shall
be deemed to have initially designated the 180th day after such record date as
the Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph.






7












  





Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard
to all or any part of the principal amount of such Security or by one or more
duly appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.


1.06           
Notices, Etc., to
Trustee and Issuer.


Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document 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
made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: Corporate Trust Administration, or


2)                  
the Issuer by the
Trustee or by any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Issuer addressed to it at the address of
its principal office specified in the first paragraph of this instrument or at
any other address previously furnished in writing to the Trustee by the Issuer.


1.07           
Notice to Holders;
Waiver.


Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his or
her address as it appears in the Security Register, not later than the latest
date (if any), and not earlier than the earliest date (if any), prescribed for
the giving of such notice. In any case where notice to Holders 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. 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.


In case by reason of
the suspension of regular mail service or by reason of any other cause it shall
be impracticable to give such notice by mail, then such notification as shall
be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.


1.08           
Effect of Headings and
Table of Contents.


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


1.09           
Successors and Assigns.


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


1.10           
Severability Clause.


In case any
provision in this Indenture or in the Securities 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.


1.11           
Benefits of Indenture.


Nothing in this
Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, the holders of
Senior Debt, the Holders, any officers, directors, employees and agents of the
Trustee, any benefit or any legal or equitable right, remedy or claim under
this Indenture.


1.12           
Governing Law.


This Indenture and
the Securities shall be governed by and construed in accordance with the law of
the Province of Ontario, except for Article 5
hereof and the Guarantees. The laws of the State of New York shall govern and
be used to construe Article 5
hereof and the Guarantees. In respect of this Indenture and the Securities,
except for Article 5
hereof and the Guarantees, each party 




8












  





submits to the
exclusive jurisdiction of any Ontario courts sitting in Toronto in any action,
application, reference or other proceeding arising out of or related to this
Indenture, as supplemented.


1.13           
Legal Holidays.


In any case where
any Interest Payment Date, Redemption Date or Stated Maturity of any Security
shall not be a Business Day at any Place of Payment, then (notwithstanding any
other provision of this Indenture or of the Securities (other than a provision
of any Security which specifically states that such provision shall apply in
lieu of this Section)) payment of interest or principal (and premium, if any)
need not be made at such Place of Payment on such date, but may be made on the
next succeeding Business Day at such Place of Payment with the same force and
effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity.


1.14           
No Personal Liability
of the Issuer or the General Partner.


Other than in
respect of such persons providing a Guarantee, no recourse under or upon any
obligation, covenant or agreement of this Indenture or any indenture
supplemental hereto or of any Security, or for any claim based thereon or
otherwise in respect thereof, shall be had against any partner (other than the
General Partner), incorporator, stockholder, officer or director, as such,
past, present or future, of the Issuer, or of any successor Person, either
directly or through the Issuer or any successor Person, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely limited partnership
or corporate obligations, and that no such personal liability whatever shall
attach to, or is or shall be incurred by the partners (other than the General
Partner) incorporators, stockholders, officers or directors, as such, of the
Issuer, or the General Partner, or of any successor Person, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such partners (other than the General Partner), incorporator,
stockholder, officer or director, as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom are hereby expressly waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the issue
of such Securities.


1.15           
No Personal Liability
of the Guarantor


No recourse under or upon any obligation,
covenant or agreement of this Indenture or any indenture supplemental hereto or
of any Security, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Guarantor, or of any
successor Person, either directly or through the Guarantor or any successor
Person, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by the incorporators, stockholders, officers or
directors, as such, of the Guarantor or of any successor Person, or any of
them, because of the creation of the indebtedness hereby authorized, or under
or by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or implied therefrom; and that any and
all such personal liability of every name and nature, either at common law or
in equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, stockholder, officer or director, as
such, because of the creation of the indebtedness hereby authorized, or under
or by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or implied therefrom are hereby expressly
waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issue of such Securities.


1.16           
Waiver of Jury Trial.


EACH OF THE OBLIGORS 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, ANY GUARANTEE OR THE TRANSACTION
CONTEMPLATED HEREBY.


1.17           
Force Majeure.


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 its 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, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware)
services; it being understood that the Trustee shall 




9












  





use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.


1.18           
Electronic Execution


This
document may be executed in counterparts and delivered by Electronic Methods,
and, when taken together, each such counterpart shall constitute one and the
same agreement.  


Article 2 SECURITY FORMS


2.01           
Forms Generally.


The Securities of
each series shall be in substantially the form set forth in this Article, or in
such other form as shall be established by or pursuant to a Board Resolution or
in one or more indentures supplemental hereto, 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 the rules of any securities exchange or
Depositary therefor or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution thereof. If
the form of Securities of any series is established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be
certified by an authorized officer of the General Partner in its capacity as
general partner of the Issuer and delivered to the Trustee at or prior to the
delivery of the Issuer Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.


The definitive
Securities shall be printed, lithographed or engraved on steel engraved borders
or may be produced in any other manner, all as determined by the officers
executing such Securities, as evidenced by their execution of such Securities.


2.02           
Form of Face of
Security.


The form of face of
Security shall be in substantially the following form:


[Insert any
legend required by the Income Tax Act (Canada) and the regulations
thereunder.]


	
  No._____________

  	
  $______________

  






HCN Canadian Holdings-1 LP, a limited partnership duly
organized and existing under the laws of Ontario (herein called the “Issuer,”
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ____________, or
registered assigns, the principal sum of ____________ dollars on ____________ [if
the Security is to bear interest prior to Maturity, insert the following -- ,
and to pay interest thereon from ____________ or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually on ____________ and ____________ in each year, commencing
____________, at the rate of _____% per annum, until the principal hereof is
paid or made available for payment [If applicable, insert the following -- ,
provided that any principal and premium, and any such installment of interest,
which is overdue shall bear interest at the rate of _____% per annum (to the
extent that the payment of such interest shall be legally enforceable), from
the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand]. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
____________ or ____________ (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. 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 Security (or one or more Predecessor Securities) 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, notice whereof shall be given to
Holders of Securities of this series 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
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture]. 


[If the Security
is not to bear interest prior to Maturity, insert the following -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of _____% per annum (to the extent that the payment
of such interest shall be legally enforceable), from the dates such amounts are
due until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. Any such interest 




10












  





on overdue principal or premium which is not paid on
demand shall bear interest at the rate of _____% per annum (to the extent that
the payment of such interest on interest shall be legally enforceable), from
the date of such demand until the amount so demanded is paid or made available
for payment. Interest on any overdue interest shall be payable on demand.]


Payment of the
principal of (and premium, if any) and any such interest on this Security will
be made at the office or agency of the Issuer maintained for that purpose in
____________, in such coin or currency of Canada as at the time of payment is
legal tender for payment of public and private debts; provided, however, that
at the option of the Issuer payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register.


Reference is hereby
made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


No recourse
under or upon any obligation, covenant or agreement contained in the Indenture
or in this Security, or because of any indebtedness evidenced hereby or
thereby, shall be had against any promoter, as such, or against any past,
present or future shareholder, officer or director, as such, of the General
Partner, in its capacity as general partner 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 this Security by the Holder
thereof and as part of the consideration for the issue of the Securities of
this series.


Unless the
certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.


IN WITNESS
WHEREOF, the Issuer has caused this
instrument to be duly executed under its corporate seal.


Dated:    l 


	
   

  	
   

  	
  HCN Canadian Holdings-1 LP, by its
  general partner HCN Canadian Holdings GP-1 Ltd.

  
	
  Per:

  	
   

  
	
   

  	
  Name:     

  
	
   

  	
  Title:        

  






 


 [Attest:____________________ 


Title:______________________]


2.03           
Form of Reverse of
Security.


The form of reverse
of Security shall be in substantially the following form:


This Security is one
of a duly authorized issue of securities of the Issuer (herein called
the “Securities”), issued and to be issued in one or more series
under an Indenture, dated as of _________, 20__ (herein called the “Indenture,”
which term shall have the meaning assigned to it in such instrument), among the
Issuer, the Guarantor and BNY Trust Company of Canada, as Trustee (herein
called the “Trustee,” which term includes any successor trustee 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 Issuer, the Guarantor, the Trustee, the holders of Senior Debt and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof [if applicable, insert the following -- ,
limited in aggregate principal amount to $__________]. 


[If applicable,
insert the following -- The Securities of this series are subject to redemption
upon not less than 30 days’ notice by mail, [if applicable, insert the
following -- (1) on __________ in any year commencing with the year _____ and
ending with the year _____ through operation of the sinking fund for this
series at a Redemption Price equal to 100% of the principal amount, and (2)] at
any time [if applicable, insert the following -- on or after __________], as a
whole or in part, at the election of the Issuer, at the following Redemption
Prices (expressed as percentages of the principal amount): If redeemed [if 




11












  





applicable, insert the following -- on or before
___________, _____%, and if redeemed] during the 12-month period beginning
___________ of the years indicated,


	
   Year

   	
   Redemption
   Price

   	
   Year

   	
   Redemption
   Price

   
	
   

  	
   

  	
   

  	
   

  






and thereafter at a Redemption Price equal to ____% of
the principal amount, together in the case of any such redemption [if
applicable, insert the following -- (whether through operation of the sinking
fund or otherwise)] with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.]


[If applicable,
insert the following -- The Securities of this series are subject to redemption
upon not less than 30 days’ notice by mail, (1) on __________ in any year
commencing with the year _____ and ending with the year _____ through operation
of the sinking fund for this series at the Redemption Prices for redemption
through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below, and (2) at any time [if
applicable, insert the following -- on or after __________], as a whole or in
part, at the election of the Issuer, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below: If redeemed during the
12-month period beginning ___________ of the years indicated,


	
   Year

   	
   Redemption
   Price for Redemption Through Operation of the

   Sinking Fund

   	
   Redemption
   Price for Redemption Otherwise than Through Operation of the 

   Sinking Fund

   
	
   

  	
   

  	
   

  






and thereafter at a Redemption Price equal to l% of the principal amount, together in the case of any
such redemption (whether through operation of the sinking fund or otherwise)
with accrued interest to the Redemption Date, but interest installments whose
Stated Maturity is on or prior to such Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.]


[If applicable,
insert the following -- Notwithstanding the foregoing, the Issuer may not,
prior to ___________, redeem any Securities of this series as contemplated by
[if applicable, insert the following -- clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the
application, directly or indirectly, of moneys borrowed having an interest cost
to the Issuer (calculated in accordance with generally accepted financial
practice) of less than _____% per annum.]


[If applicable,
insert the following -- The sinking fund for this series provides for the
redemption on ___________ in each year beginning with the year _____ and ending
with the year _____ of [if applicable, insert the following -- not less than
$________ (“mandatory sinking fund”) and not more than] $________ aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Issuer otherwise than through [if applicable,
insert the following -- mandatory] sinking fund payments may be credited
against subsequent [if applicable, insert the following -- mandatory] sinking
fund payments otherwise required to be made [if applicable, insert the
following -- , in the inverse order in which they become due].]


[If the Security
is subject to redemption of any kind, insert the following -- In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.]






12












  





[If applicable, insert the following -- The Indenture contains
provisions for defeasance at any time of [the entire indebtedness of this
Security] [or] [certain restrictive covenants and Events of Default with
respect to this Security] [, in each case] upon compliance with certain
conditions set forth in the Indenture.]


[If the Security
is not an Original Issue Discount Security, insert the following -- If an Event
of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]


[If the Security
is an Original Issue Discount Security, insert the following -- If an Event of
Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the Indenture.
Such amount shall be equal to -- insert formula for determining the amount.
Upon payment (i) of the amount of principal so declared due and payable and
(ii) of interest on any overdue principal, premium and interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Issuer’s obligations in respect of the payment of the principal of
and premium and interest, if any, on the Securities of this series shall
terminate.]


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Obligors and the rights
of the Holders of the Securities of each series to be affected under the
Indenture at any time by the Obligors and the Trustee with the consent of the
Holders of not less than a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Obligors
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 Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall
not have the right to institute any proceeding with respect to the Indenture or
for the appointment of a receiver or trustee or for any other remedy
thereunder, unless such Holder shall have previously given the Trustee written
notice of a continuing Event of Default with respect to the Securities of this
series, the Holders of not less than a majority in principal amount of the
Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.


No reference herein
to the Indenture and no provision of this Security or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Security is registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the Issuer in
any place where the principal of and any premium and interest on this Security
are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the Registrar duly executed by,
the Holder hereof or his or her attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.


[If applicable,
insert the following – The Securities of this series are issuable only in
registered form without coupons in denominations of $l  and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal amount of
Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.]


No service charge
shall be made for any such registration of transfer or exchange, but the Issuer
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 Security for registration of transfer, the Issuer, the
Trustee and any agent of the Issuer or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Issuer, the Trustee
nor any such agent shall be affected by notice to the contrary.






13












  





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









14












  





REGISTRATION PANEL


_______________________________________________________________________


(No
writing hereon except by the Trustee)


 


_______________________________________________________________________


Date of
Registry                   In Whose Name Registered                               Signature
of Trustee


 


NOTATION
OF PARTIAL REDEMPTIONS


_______________________________________________________________________


(No
writing hereon except by the Trustee)


 


_______________________________________________________________________


Date  \ 
Amount Redeemed \ Balance of Principal Amount Unpaid         \ Signature of
Trustee


2.04           
Form of Legend for
Global Securities.


Unless otherwise
specified as contemplated by Section 3.01 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:


This Security is a Global Security within the meaning
of the Indenture hereinafter referred to and is registered in the name of a
Depositary or a nominee thereof. This Security may not be exchanged in whole or
in part for a Security registered, and no transfer of this Security in whole or
in part may be registered, in the name of any Person other than such Depositary
or a nominee thereof, except in the limited circumstances described in the
Indenture. Every Security authenticated and delivered upon registration of,
transfer of, in exchange for, or in lieu of, this Security shall be a Global
Security subject to the foregoing, except in the limited circumstances
described in the Indenture.


Unless this certificate is presented by an authorized
representative of CDS Clearing and Depository Services Inc. (“CDS”) 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.


2.05           
Form of Trustee’s
Certificate of Authentication.


The Trustee’s
certificates of authentication shall be in substantially the following form:


This is one of the
Securities of the series designated therein referred to in the within-mentioned
Indenture.






15












  






	
   

  	
   

  	
  BNY TRUST COMPANY OF CANADA, 

  As Trustee

  
	
  Per:

  	
   

  
	
   

  	
  Name:    Authorized Signatory

  
	
   

  	
  Title:        

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  






 


Article 3 THE SECURITIES


3.01           
Amount Unlimited;
Issuable in Series.


The aggregate
principal amount of Securities which may be issued, authenticated and delivered
under this Indenture is unlimited.


The Securities may
be issued in one or more series. There shall be established in or pursuant to a
Board Resolution and, subject to Section 3.03, set forth,
or determined in the manner provided, in an Officers’ Certificate, or
established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series:


a)                  
the title of the
Securities of the series, including “CUSIP” numbers (which shall distinguish
the Securities of the series from Securities of any other series);


b)                  
any limit upon the
aggregate principal amount of the Securities of the series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 3.04, 3.07, 3.08, or 13.04 and except for any Securities which, pursuant to
Section 3.03, are deemed never to have been authenticated and
delivered hereunder);


c)                  
the Person to whom any
interest on a Security of the series shall be payable, if other than the Person
in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest;


d)                  
the date or dates on
which the principal of any Securities of the series is payable;


e)                  
the rate or rates at
which any Securities of the series shall bear interest, if any, the date or
dates from which any such interest shall accrue, the Interest Payment Dates on
which any such interest shall be payable, the Regular Record Date for any such
interest payable on any Interest Payment Date (which such Regular Record Date
must be at least three Business Days prior to such Interest Payment Date), and
the basis upon which interest shall be calculated if other than that of a
365-day year;


f)                   
the place or places
where the principal of and any premium and interest on any Securities of the
series shall be payable;


g)                  
the period or periods
within which, the price or prices at which and the terms and conditions upon
which any Securities of the series may be redeemed, in whole or in part, at the
option of the Issuer and, if other than by a Board Resolution, the manner in
which any election by the Issuer to redeem the Securities shall be evidenced;






16












  





h)                  
the obligation, if any,
of the Issuer to redeem or purchase any Securities of the series pursuant to
any sinking fund or analogous provisions or at the option of the Holder thereof
and the period or periods within which, the price or prices at which and the
terms and conditions upon which any Securities of the series shall be redeemed
or purchased, in whole or in part, pursuant to such obligation;


i)                    
if other than
denominations of $1,000 and any integral multiple thereof, the denominations in
which any Securities of the series shall be issuable;


j)                   
if the amount of
principal of or any premium or interest on any Securities of the series may be
determined with reference to an index or pursuant to a formula, the manner in
which such amounts shall be determined;


k)                  
if other than the
currency of Canada, the currency, currencies or currency units in which the
principal of or any premium or interest on any Securities of the series shall
be payable and the manner of determining the equivalent thereof in the currency
of Canada for any purpose, including for purposes of the definition of
“Outstanding” in Section 1.01;


l)                    
if the principal of or
any premium or interest on any Securities of the series is to be payable, at
the election of the Issuer or the Holder thereof, in one or more currencies or
currency units other than that or those in which such Securities are stated to
be payable, the currency, currencies or currency units in which the principal
of or any premium or interest on such Securities as to which such election is
made shall be payable, the periods within which and the terms and conditions
upon which such election is to be made and the amount so payable (or the manner
in which such amount shall be determined);


m)                
if other than the
entire principal amount thereof, the portion of the principal amount of any
Securities of the series which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 7.02;


n)                  
if the principal amount
payable at the Stated Maturity of any Securities of the series will not be
determinable as of any one or more dates prior to the Stated Maturity, the
amount which shall be deemed to be the principal amount of such Securities as
of any such date for any purpose thereunder or hereunder, including the
principal amount thereof which shall be due and payable upon any Maturity other
than the Stated Maturity or which shall be deemed to be Outstanding as of any
date prior to the Stated Maturity (or, in any such case, the manner in which
such amount deemed to be the principal amount shall be determined);


o)                  
if applicable, that the
Securities of the series, in whole or any specified part, shall be defeasible
pursuant to Section 15.02 or Section 15.03 or both such Sections and, if other than by a Board
Resolution, the manner in which any election by the Issuer to defease such
Securities shall be evidenced;


p)                  
if applicable, that any
Securities of the series shall be issuable in whole or in part in the form of
one or more Global Securities and, in such case, the respective Depositaries
for such Global Securities, the form of any legend or legends which shall be
borne by any such Global Security in addition to or in lieu of that set forth
in Section 2.04 and any circumstances in addition to or in lieu of
those set forth in Section 3.07 in which any such Global Security may be exchanged in
whole or in part for Securities registered, and any transfer of such Global
Security in whole or in part may be registered, in the name or names of Persons
other than the Depositary for such Global Security or a nominee thereof;


q)                  
any addition to or
change in the Events of Default which applies to any Securities of the series
and any change in the right of the Trustee or the requisite Holders of such
Securities to declare the principal amount thereof due and payable pursuant to
Section 7.02;


r)                   
any addition to or
change in the covenants set forth in Article 12 which applies to Securities of the series;


s)                   
if applicable, that the
Securities of the series are convertible into or exchangeable for  other
securities of the Issuer, the period or periods within which, the price or
prices at which and the terms and conditions upon which, and the limitations
and restrictions, if any, upon which, any Securities of the series shall be
convertible or exchangeable, in whole or in part, into other securities of the
Issuer; and


t)                   
any other terms of the
series (which terms shall not be inconsistent with the provisions of this
Indenture, except as permitted by Section 11.01(f)).






17












  





All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or
pursuant to the Board Resolution referred to above and (subject to
Section 3.03) set forth,
or determined in the manner provided, in the Officers’ Certificate referred to
above or in any such indenture supplemental hereto.


If any of the terms
of the series are established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be certified by an
authorized officer of the General Partner in its capacity as general partner of
the Issuer and delivered to the Trustee at or prior to the delivery of the
Officers’ Certificate setting forth the terms of the series.


3.02           
Denominations. 


The Securities of
each series shall be issuable only in registered form without coupons and only
in such denominations as shall be specified as contemplated by Section 3.01. In the
absence of any such specified denomination with respect to the Securities of
any series, the Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.


3.03           
Execution, Authentication,
Delivery and Dating.


The Securities shall
be executed by an officer of the General Partner in its capacity as general
partner of the Issuer and may, but need not, have corporate seal reproduced
thereon attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or
facsimile.


Securities bearing
the manual or facsimile signatures of individuals who were at any time the
proper officers of the General Partner 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 Securities or did not
hold such offices at the date of such Securities.


At any time and from
time to time after the execution and delivery of this Indenture, the Issuer may
deliver Securities of any series executed by the Issuer to the Trustee for
authentication, together with an Issuer Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Issuer
Order shall authenticate and deliver such Securities. If the form or terms of
the Securities of the series have been established by or pursuant to one or
more Board Resolutions as permitted by Sections 2.01 and 3.01, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
provided with, and (subject to Section Article 8)
shall be fully protected in relying upon, an Opinion of Counsel stating:


a)                  
if the form of such
Securities has been established by or pursuant to Board Resolution as permitted
by Section 2.01, that such form has been established in conformity
with the provisions of this Indenture;


b)                  
if the terms of such
Securities have been established by or pursuant to Board Resolution as
permitted by Section 3.01, that such terms have been established in conformity
with the provisions of this Indenture; and


c)                  
that such Securities,
when authenticated and delivered by the Trustee and issued by the Issuer in the
manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Obligors enforceable in
accordance with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles.


If such form or
terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee’s own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.


Each Security shall
be dated the date of its authentication.


No Security shall be
entitled to any benefit under this Indenture or be valid or obligatory for any
purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual
signature, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by the Issuer,
and the Issuer shall deliver such Security to the Trustee for cancellation as
provided in Section 3.11, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.







18












  





3.04           
Temporary Securities.


Pending the
preparation of definitive Securities of any series, the Issuer may execute, and
upon Issuer Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.


If temporary
Securities of any series are issued, the Issuer will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities
of such series shall be exchangeable for definitive Securities of such series
upon surrender of the temporary Securities 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
Securities of any series, the Issuer shall execute and the Trustee shall
authenticate and deliver in exchange therefor one or more definitive Securities
of the same series, of any authorized denominations and of like tenor and
aggregate principal amount. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series and tenor.


3.05           
Securities Registrar
and Paying Agent.


The Issuer will
maintain in each Place of Payment for Securities of any series an office or
agency where such Securities may be presented for registration of transfer,
exchange, conversion, redemption or as may be otherwise contemplated by this
Indenture (the “Registrar”) and an office or agency where such
Securities may be presented for payment (the “Paying Agent”). The
Registrar will keep a register of the Securities of that series and of their
transfer and exchange. The Issuer may appoint one or more co-registrars and one
or more additional paying agents. The term “Registrar” includes any
co-registrar and the term “Paying Agent” includes any additional paying agent.
The Issuer may change any Paying Agent or Registrar without notice to any
Holder. The Issuer will notify the Trustee in writing of the name and address
of any Agent not a party to this Indenture. If the Issuer fails to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as
such. The Issuer or any of its Subsidiaries may act as Paying Agent or
Registrar. Where the Trustee is the Registrar and another Registrar is
appointed by the Issuer, the Trustee shall provide a list of Holders certified
as of the date the list is provided to the new Registrar. Where the Trustee is
not the Registrar, if and when the Trustee is required to take any action on
behalf of or instruction from a Holder, the Trustee shall be entitled to rely
upon the most recent certified list of Holders provided by the Registrar.


Upon the Paying
Agent’s reasonable request therefor, the Issuer will (a) provide the Paying
Agent with any information in its possession or (b) assist the Paying Agent (to
the extent necessary and it is commercially reasonable for the Issuer to do so)
to obtain information, in each case to the extent such information is required
by the Paying Agent to comply with its tax reporting and withholding
obligations under applicable law with respect to payments to be made to Holders
pursuant to this Indenture, unless the Issuer is prohibited from doing so by law
or an obligation of confidentiality by which the Issuer is bound.


The Issuer initially
appoints CDS to act as Depositary with respect to the Global Securities.


The Issuer initially
appoints the Trustee to act as the Registrar and Paying Agent with respect to
the Global Securities.


If the Trustee is
not the Paying Agent, then the Paying Agent shall confirm payment of any
principal or interest to the Trustee in writing on the date of such payment.


If the Trustee is
not the Registrar, the Trustee shall receive written and electronic
confirmation from the Registrar of any conversions, transfers, exchanges,
redemptions (partial or full) as soon as practicable, but not later than 2
Business Days after the change has occurred.


3.06           
Paying Agent to Hold
Money in Trust.


The Issuer will require each Paying Agent
for Securities of a series other than the Trustee to agree in writing that the
Paying Agent will hold in trust for the benefit of Holders or the Trustee all
money held by the Paying Agent for the payment of principal, premium or
additional amounts, if any, or interest on the Securities of that series, and
will notify the Trustee of any default by the Issuer in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Issuer at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Issuer or a subsidiary
of the Issuer) will have no further liability for the money. If the Issuer or a
subsidiary of the Issuer acts as Paying Agent, it will segregate and hold in a
separate trust fund for the benefit of the Holders all money held by it as
Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the
Issuer, the Trustee will serve as Paying Agent for the Securities.







19












  





3.07           
Transfer and Exchange.


a)                  
Transfer and Exchange
of Global Securities. A Global Security may not be transferred as a whole
except by the Depositary to a nominee of the Depositary, by a nominee of the
Depositary to the Depositary or to another nominee of the Depositary, or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary. All Global Securities will be exchanged by the Issuer for
Definitive Securities if:


                                                      
i.              
the Issuer delivers to
the Trustee notice from the Depositary that it is unwilling or unable to
continue to act as Depositary for such Global Securities or that it is no
longer eligible as a clearing agency under applicable securities laws and, in
either case, a successor Depositary is not appointed by the Issuer within 120
days after the date of such notice from the Depositary; or


                                                    
ii.              
the Issuer in its sole
discretion determines that the Global Securities (in whole but not in part)
should be exchanged for Definitive Securities and deliver a written notice to
such effect to the Trustee.


Upon the occurrence of either of the preceding events
in subparagraph i or ii above, the Trustee shall, through the Depositary, notify all holders
of beneficial interests in such Global Securities and Definitive Securities
shall be issued in such names as the Depositary shall instruct the Trustee,
provided the Depositary has the ability to provide such notice. Global
Securities also may be exchanged or replaced, in whole or in part, as provided
in Sections 3.08 and 3.04 Every Security authenticated and delivered in
exchange for, or in lieu of, a Global Security or any portion thereof, pursuant
to this Section 3.07 or Sections 3.08 or 3.04 hereof, shall be authenticated and delivered in the
form of, and shall be, a Global Security. A Global Security may not be
exchanged for another Security other than as provided in this Section 3.07(a),
however, beneficial interests in a Global Security may be transferred and
exchanged as provided in Section 3.07(b).


b)                  
Transfer and Exchange
of Beneficial Interests in the Global Securities. The transfer and exchange of
beneficial interests in the Global Securities will be effected through the
Depositary, in accordance with the provisions of this Indenture and the
Applicable Procedures.


c)                  
Transfer or Exchange of
Beneficial Interests for Definitive Securities.


                                                      
i.              
If any holder of a
beneficial interest in a Global Security is entitled to exchange such
beneficial interest for a Definitive Security or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive
Security of the same series and of like tenor and principal amount of
authorized form and denomination, then, upon satisfaction of the conditions set
forth in 3.07(c)(ii), the Trustee will cause the aggregate principal amount of
the applicable Global Security to be reduced accordingly pursuant to Section
3.07(d), and the Issuer will execute and the Trustee will authenticate and deliver
to the Person designated in the instructions a Definitive Security in the
appropriate principal amount. Any Definitive Security issued in exchange for a
beneficial interest pursuant to this Section 3.07(c) will be registered in such
name or names and in such authorized denomination or denominations as the
holder of such beneficial interest requests through instructions to the
Registrar from or through the Depositary and the Participant or Indirect
Participant. The Trustee will deliver such Definitive Securities to the Persons
in whose names such Securities are so registered.


                                                    
ii.              
In connection with all
transfers and exchanges of beneficial interests pursuant to Section 3.07(c),
the transferor of such beneficial interest must deliver to the Registrar
either:


(A)               
both: 


(1)                
a written order from a
Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to credit or cause to
be credited a beneficial interest in another Global Security in an amount equal
to the beneficial interest to be transferred or exchanged; and


(2)                
instructions given in
accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase; or


(B)               
both: 


(1)                
a written order from a
Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to cause to be 




20












  





issued a
Definitive Security in an amount equal to the beneficial interest to be
transferred or exchanged; and


(2)                
instructions given by
the Depositary to the Registrar containing information regarding the Person in
whose name such Definitive Security shall be registered to effect the transfer
or exchange referred to in (1) above.


Notwithstanding
the foregoing, where the Trustee is the Registrar, the Trustee shall only
accept transfer instructions from the Holder appearing on the Register.


                                                   
iii.              
No transfer shall be
effective unless made on the Security Register by the Trustee as instructed in
writing by the registered Holder or his executors or administrators or other
legal representatives or his or their attorney duly appointed by an instrument
in writing in form and execution satisfactory to the Trustee, upon compliance
with such requirements as the Trustee may prescribe.


                                                  
iv.              
Upon satisfaction of
all of the requirements for transfer or exchange of beneficial interests in
Global Securities contained in this Indenture and the Securities, the Trustee
shall adjust the principal amount of the relevant Global Security(s) pursuant
to Section 3.07(d).


d)                  
Cancellation and/or
Adjustment of Global Securities. At such time as all beneficial interests in a
particular Global Security have been exchanged for Definitive Securities or a
particular Global Security has been redeemed, repurchased or canceled in whole
and not in part, each such Global Security will be returned to or retained and
canceled by the Trustee in accordance with Section 3.11. At any time prior to such cancellation, if any
beneficial interest in a Global Security is exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in
another Global Security or for Definitive Securities, the principal amount of
Securities represented by such Global Security will be reduced accordingly and
an endorsement will be made on such Global Security by the Trustee to reflect
such reduction; and if the beneficial interest is being exchanged for or
transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Security, such other Global Security will
be increased accordingly and an endorsement will be made on such Global
Security by the Trustee to reflect such increase.


e)                  
General Provisions
Relating to Transfers and Exchanges.


                                                      
i.              
To permit registrations
of transfers and exchanges, the Issuer will execute and the Trustee, or an
Authenticating Agent acting on the Trustee’s behalf, will authenticate Global
Securities and Definitive Securities upon receipt of an Authentication Order or
at the Registrar's request.


                                                    
ii.              
No service charge will
be made to a Holder of a Global Security or to a Holder of a Definitive
Security for any registration of transfer or exchange, but the Issuer may
require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such
transfer taxes or similar governmental charge payable upon exchange or transfer
pursuant to Section 3.04, Section 13.08, and
Section 11.05 hereof). The Registrar will not be required to
register the transfer of or exchange any Security selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.


                                                   
iii.              
All Global Securities
and Definitive Securities issued upon any registration of transfer or exchange
of Global Securities or Definitive Securities will be valid obligations of the
Issuer, evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Global Securities or Definitive Securities surrendered upon
such registration of transfer or exchange.


                                                  
iv.              
The Issuer will not be
required:


(A)               
to issue, to register
the transfer of or to exchange any Securities during a period beginning at the
opening of business 15 days before the day of any selection of Securities for
redemption under Section 13.04 hereof and ending at the close of business on the day
of selection;


(B)               
to register the
transfer of or to exchange any Security selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part;







21












  





(C)               
to register the
transfer of or to exchange a Security between a Record Date and the next
succeeding Interest Payment Date; or


(D)               
to register the
transfer of any Security which has been surrendered for repayment at option of
Holder, except the portion, if any, of such Security not to be so repaid.


                                                    
v.              
Prior to due
presentment for the registration of a transfer of any Security, the Trustee,
any Agent and the Issuer may deem and treat the Person in whose name any
Security is registered as the absolute owner of such Security for the purpose
of receiving payment of principal of and interest on such Securities and for
all other purposes, and none of the Trustee, any Agent or the Issuer shall be
affected by notice to the contrary.


                                                  
vi.              
The Trustee will
authenticate Global Securities and Definitive Securities in accordance with the
provisions of Section 3.01 hereof.


                                                 
vii.              
All orders and
instructions required to be submitted to the Registrar or the Issuer pursuant
to this Section 3.07 to effect a registration of transfer or exchange may
be submitted by facsimile or other electronic means. Notwithstanding the
foregoing, where the Trustee is the Registrar, transfers and exchanges must
comply with the then current policies of the Trustee and the Securities
Transfer Association of Canada. The Trustee acting as Registrar shall not act
upon facsimile or other electronic means of order or instruction unless
electronic instructions are provided through the Depositary system.


3.08           
Mutilated, Destroyed,
Lost and Stolen Securities.


If any mutilated
Security is surrendered to the Trustee, the Issuer shall execute and the Trustee
shall authenticate and deliver in exchange thereof a new Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.


If there shall be
delivered to the Issuer and the Trustee (a) evidence to their satisfaction of
the destruction, loss or theft of any Security and (b) such security or
indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Issuer or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Issuer shall execute and the Trustee shall authenticate and deliver, in lieu of
any such destroyed, lost or stolen Security, a new Security of the same series
and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.


In case any such
mutilated, destroyed, lost or stolen Security has become or is about to become
due and payable, the Issuer in its discretion may, instead of issuing a new
Security, pay such Security.


Upon the issuance of
any new Security 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.


Every new Security
of any series issued pursuant to this Section in lieu of any destroyed, lost or
stolen Security shall constitute an original additional contractual obligation
of the Issuer, whether or not the destroyed, lost or stolen Security 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 Securities of
that series duly issued hereunder.


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 Securities.


3.09           
Payment of Interest;
Interest Rights Preserved.


Except as otherwise
provided as contemplated by Section 3.01 with
respect to any series of Securities, interest on any Security 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 that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.


By 10:00 a.m.
(Toronto time) on the Interest Payment Date, the Issuer will deposit with the
Trustee or with the Paying Agent money in the currency or currencies, currency
unit or units or composite currency or currencies in which the Securities are
payable sufficient to pay the interest which is payable.






22












  





Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called “Defaulted Interest”) 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 may be paid by the Issuer at its election in each case,
as provided in clause a) below:


a)                  
The Issuer may elect to
make payment of any Defaulted Interest to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) 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 Security 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 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 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 to each
Holder of Securities of such series in the manner set forth in Section 1.07, 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 mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) 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 Securities of any series in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which such Securities 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.


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


3.10           
Persons Deemed Owners.


Prior to due
presentment of a Security 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 Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and any premium and (subject to Section 3.09) any
interest on such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and neither the Issuer, the Trustee nor any agent of
the Issuer or the Trustee shall be affected by notice to the contrary.


3.11           
Cancellation. 


All Securities
surrendered for payment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by the Trustee or at the direction of the Trustee, the Registrar or
Paying Agent. The Issuer may at any time deliver to the Trustee for
cancellation any Securities 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 Securities previously authenticated hereunder which the Issuer
has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Securities held by the
Trustee shall be disposed of by the Trustee in its customary manner.


3.12           
CUSIP Numbers.


The Issuer in issuing the Securities 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 Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities,  and any such 




23












  





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 MEETINGS OF HOLDERS


4.01           
Right to Convene
Meeting


The
Trustee may at any time and from time to time and shall on receipt of a written
request of the Issuer or a written request signed by the Holders of not less
than 25% in principal amount of the Securities then outstanding (or not less
than 25% in principal amount of the Securities of a particular series then
outstanding in the case of a “serial meeting” pursuant to Section 4.17) and upon being funded and indemnified to its
reasonable satisfaction by the Issuer or by the Holders signing such request
against the costs which may be incurred in connection with the calling and
holding of such meeting, convene a meeting of the applicable Holders. In the
event of the Trustee failing within 15 days after receipt of any such request
and such funding and indemnity to give notice convening a meeting, the Issuer
or such Holders, as the case may be, may convene such meeting. Every such
meeting shall be held in the City of Toronto, Ontario or at such other place as
may be approved or determined by the Trustee.


4.02           
Notice of Meetings


At
least 15 Business Days' notice of any meeting shall be given to the applicable
Holders in the manner provided in Section 1.07 and a copy thereof shall be sent to the Trustee
unless the meeting has been called by it and to the Issuer unless the meeting
has been called by it. Such notice shall state the time when and the place
where the meeting is to be held and shall state briefly the general nature of
the business to be transacted thereat and it shall not be necessary for any
such notice to set out the terms of any resolution to be proposed or any of the
provisions of this Article 4. Such notice shall also be accompanied by a copy of
any regulations made by the Trustee under Section 4.09 in respect of such meeting.


4.03           
Chairman 


The
chairman of the meeting shall be any individual, who need not be a Holder,
nominated in writing by the Trustee and if no individual is so nominated, or if
the person so nominated is unable or unwilling to act or is not present within 15 minutes from the
time fixed for the holding of the meeting, the Holders present in person or by
proxy shall choose some individual present to be chairman.


4.04           
Quorum 


At
any meeting of the Holders a quorum shall consist of Holders present in person
or by proxy and representing at least 50% in principal amount of the
outstanding Securities (or at least 50% in principal amount of the outstanding
Securities of a particular series in the case of a “serial meeting” pursuant to
Section 4.17). If a quorum of the Holders shall not be present
within 30 minutes
from the time fixed for holding any meeting, the meeting, if summoned by the
Holders or pursuant to a request of the Holders, shall be dissolved; but in any
other case the meeting shall be adjourned to the same day in the next week
(unless such day is not a Business Day in which case it shall be adjourned to
the next following Business Day thereafter) at the same time and place and no
notice shall be required to be given in respect of such adjourned meeting. At
the adjourned meeting, the Holders present in person or by proxy shall form a
quorum and may transact the business for which the meeting was originally
convened notwithstanding that they may not represent 50% of the principal
amount of the outstanding Securities or outstanding Securities of a particular
series, as applicable.


4.05           
Power to Adjourn


The
chairman of any meeting at which a quorum of the applicable Holders is present
may with the consent of the holders of a majority in principal amount of the
applicable Securities represented thereat adjourn any such meeting and no
notice of such adjournment need be given except such notice, if any, as the
meeting may prescribe.


4.06           
Show of Hands


Every
question submitted to a meeting shall be decided in the first place by a
majority of the votes given on a show of hands except that votes on
extraordinary resolutions shall be given in the manner hereinafter provided. At
any such meeting, unless a poll is duly demanded as herein provided, a
declaration by the chairman that a resolution has been carried or carried
unanimously or by a particular majority or lost or not carried by a particular
majority shall be conclusive evidence of the fact.







24












  





4.07           
Poll 


On
every extraordinary resolution, and on any other question submitted to a
meeting when demanded by the chairman or by one or more Holders and/or proxies
for Holders holding at least 5% of the principal amount of the Securities
represented thereat, a poll shall be taken in such manner, and either at once
or after an adjournment, as the chairman shall direct. Questions other than
extraordinary resolutions shall, if a poll be taken, be decided by the votes of
the holders of a majority in principal amount of the Securities represented at
the meeting and voted on the poll.


4.08           
Voting 


On
a show of hands, every person who is present and entitled to vote, whether as a
Holder or as proxy for one or more Holders or both, shall have one vote. On a
poll, each Holder present in person or represented by a proxy duly appointed by
an instrument in writing shall be entitled to one vote in respect of each
Cdn$1,000 of principal amount of Securities then held by such Holder. A proxy need
not be a Holder. In the case of joint Holders of a Security, any one of them
present in person or by proxy at the meeting may vote in the absence of the
other or others; but in case more than one of them be present in person or by
proxy, they shall vote together in respect of the Securities of which they are
joint holders.


4.09           
Regulations 


a)                  
Subject to the Trustee
having sent a copy of any proposed regulations to all applicable Holders with
the notice of meeting given pursuant to Section 4.02, the Trustee or the Issuer (with the approval of the
Trustee) may from time to time make and vary such regulations as it shall from
time to time think fit providing for and governing:


                                                      
i.              
the voting by proxy by
Holders and form of instrument appointing proxies where authorized under such
regulations and the manner in which the same shall be executed, and for the
production of the authority of any person signing on behalf of the giver of
such proxy;


                                                    
ii.              
the deposit of
instruments appointing proxies at such place as the Trustee, the Issuer or the
Holders convening the meeting, as the case may be, may, in the notice convening
the meeting, direct and the time, if any, before the holding of the meeting or
any adjournment thereof by which the same shall be deposited;


                                                   
iii.              
the deposit of
instruments appointing proxies at some approved place or places other than the
place at which the meeting is to be held and enabling particulars of such instruments
appointing proxies to be mailed or sent by facsimile before the meeting to the
Issuer or to the Trustee at the place where the same is to be held and for the
voting of proxies so deposited as though the instruments themselves were
produced at the meeting; and


                                                  
iv.              
such other matters as
may be specified in any Supplemental Indenture in respect of any series of
Securities.


b)                  
Any regulation so made
shall be binding and effective and the votes given in accordance therewith
shall be valid and shall be counted. Save as such regulations may provide, the
only persons who shall be recognized at any meeting as the holders of any
Securities, or as entitled to vote or be present at the meeting in respect
thereof shall be Holders to which the meeting relates and persons whom Holders
have by instrument in writing duly appointed as their proxies.


4.10           
Issuer, Guarantor and
Trustee May Be Represented


The
Issuer and any Guarantor, and their respective employees, representatives,
officers, board members and directors, and the legal and other professional
advisors of the Issuer and any Guarantor, may attend any meeting of the Holders
but shall have no vote thereat as such. The Trustee, and its respective
employees, representatives, officers and directors, and the legal and other
professional advisors of the Trustee, may attend any meeting of the Holders but
shall have no vote thereat as such.


4.11           
Powers Exercisable by
Extraordinary Resolution


a)                  
In addition to the
powers conferred upon them by any other provisions of this Indenture or by law,
a meeting of the Holders shall have the powers to approve by extraordinary
resolution the matters contemplated by Section 11.02 (other than those matters in Section 11.02 that require the specific consent of each Holder
affected thereby) and any other matter in any other provision of this Indenture
in respect of which consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding (or the consent of the Holders of a
majority in aggregate principal amount of the Securities then outstanding of a
particular series) is required.







25












  





b)                  
For greater certainty
and notwithstanding any other provision hereof, no amendment, supplement or
waiver of this Indenture, whether by extraordinary resolution or otherwise, and
no Supplemental Indenture entered into pursuant to the terms hereof; which has
the effect of increasing the financial or other liability of the Issuer or any
Guarantor hereunder, including increases to the principal amount of Securities
issued, the amount of the premium payable thereon, the rate of interest payable
thereon, the calculation of the Redemption Price, or the timing of payments of
any of the foregoing, shall be binding on the Issuer or any such Guarantor unless
agreed to in writing by the Issuer and the Guarantor, as applicable.


4.12           
Meaning of
“Extraordinary Resolution”


The
expression “extraordinary resolution” when used in this Indenture means a
resolution proposed to be passed as an extraordinary resolution at a meeting of
Holders duly convened for the purpose and held in accordance with the
provisions of this Article 4 at which a quorum is present and such resolution is
passed by the favourable votes of the holders of at least 50% of the principal
amount of the Outstanding Securities (or Holders holding at least 50% of the
principal amount of the Securities of a particular series then outstanding in
the case of a “serial meeting” pursuant to Section 4.17).


4.13           
Powers Cumulative


It
is hereby declared and agreed that any one or more of the powers and/or any
combination of the powers in this Indenture stated to be exercisable by Holders
by extraordinary resolution or otherwise may be exercised from time to time and
the exercise of any one or more of such powers or any combination of powers
from time to time shall not be deemed to exhaust the rights of Holders to
exercise the same or any other such power or combination of powers thereafter
from time to time.


4.14           
Minutes 


Minutes
of all resolutions and proceedings at every meeting as aforesaid shall be made
and duly entered in books to be from time to time provided for that purpose by
the Trustee at the expense of the Issuer, and any such minutes as aforesaid, if
signed by the chairman of the meeting at which such resolutions were passed or
proceedings had, or by the chairman of the next succeeding meeting of the
applicable Holders, shall be prima facie evidence of the matters therein stated
and, until the contrary is proved, every such meeting, in respect of the
proceedings of which minutes shall have been made, shall be deemed to have been
duly held and convened, and all resolutions passed thereat or proceedings had
thereat, to have been duly passed and had.


4.15           
Instruments in Writing


a)                  
All actions which may
be taken and all powers that may be exercised by extraordinary resolution or
other resolution of applicable Holders at a meeting held as hereinbefore in
this Article 4 provided may also be taken and exercised by the
holders of not less than 50% of the principal amount of all outstanding
Securities or not less than 50% of the principal amount of all outstanding
Securities of a particular series, as applicable, by an instrument in writing
signed in one or more counterparts and the expression “extraordinary
resolution” when used in this Indenture shall include an instrument so signed.


b)                  
All actions which may
be taken and all powers that may be exercised by any resolution (other than an
extraordinary resolution) of Holders at a meeting held as provided in this
Indenture or as required in respect of any consent of Holders to be provided
hereunder may also be taken and exercised by the Holders of the applicable
percentage of the principal amount of all outstanding Securities (or Securities
of an applicable series) by an instrument in writing signed in one or more
counterparts.


4.16           
Binding Effect of
Resolutions


Every
extraordinary resolution passed in accordance with the provisions of this Article 4 shall be binding upon all the Holders (or in the case
of an extraordinary resolution passed in respect of a particular series only,
all the Holders of that series), and each and every such Holder and the Trustee
(subject to the provisions for its indemnity herein contained) shall be bound
to give effect accordingly to every such extraordinary resolution.


4.17           
Serial Meetings


If
any business to be transacted at a meeting of Holders, or any action to be
taken or powers to be exercised by instrument in writing under Section 4.15, is to be taken in respect of or especially affects
the rights of the holders of the Securities of one or more series in a manner
or to an extent differing from that in which it affects the rights of the
holders of Securities of any other series then:







26












  





a)                  
reference to such fact,
indicating each series involved or affected shall be made in the notice of such
meeting and the meeting shall be and is herein called a “serial meeting”; and


b)                  
the holders of
Securities of a series involved or so especially affected shall not be bound by
any action taken at a serial meeting under Section 4.15 unless, in addition to the other provisions of this Article 4, there are present in person or by proxy at the said
meeting holders of at least 50% in principal amount of the outstanding
Securities of the series involved or so especially affected, subject to the
provisions of this Article 4 as to adjourned meetings, and the resolution is
passed by the favourable votes of the holders of at least a majority of the
principal amount of Securities of the series involved or so especially
affected.


c)                  
the holders of
Securities of a series involved or so especially affected shall not be bound by
any action taken by any instrument in writing under Section 4.15 unless in addition to the other provisions of this Article 4, the resolution is agreed to by at least a majority
of the principal amount of Securities of the series involved or so especially
affected.


Article 5 Guarantees


5.01           
Applicability of
Article; Guarantee.


a)                  
If the Issuer elects to
issue any series of Securities with the benefit of Guarantees, then the
provisions of this Article 5 (with such modifications thereto as may be specified
pursuant to Section 3.01 with respect to any series of Securities), will be
applicable to such Securities. Each reference in this Article 5 to a “Security” or “the Securities” refers to the
Securities of the particular series as to which provision has been made for
such Guarantees. If more than one series of Securities as to which such
provision has been made are Outstanding at any time, the provisions of this Article 5 shall be applied separately to each such series.


b)                  
Subject to this Article 5, the Guarantor fully and unconditionally guarantees
to each Holder of a Security of any series issued with the benefit of
Guarantees authenticated and delivered by the Trustee and to the Trustee and
its successors and assigns, irrespective of the validity and enforceability of
this Indenture, such Security or the obligations of the Issuer hereunder or
thereunder, that:


                                                      
i.              
the principal of,
premium and Additional Amounts, if any, and interest on such Security will be
promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest
on such Security, if any, if lawful, and all other obligations of the Issuer to
the Holders or the Trustee hereunder or thereunder will be promptly paid in
full or performed, all in accordance with the terms hereof and thereof; and


                                                    
ii.              
in case of any
extension of time of payment or renewal of any Securities of that series or any
of such other obligations, that same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise.


Failing payment when due of any amount so guaranteed
or any performance so guaranteed for whatever reason, the Guarantor will be
obligated to pay the same immediately. The Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.


c)                  
The Guarantor hereby
agrees that its obligations hereunder are unconditional, irrespective of the validity,
regularity or enforceability of the Securities of any series issued with the
benefit of Guarantees or this Indenture, the absence of any action to enforce
the same, any waiver or consent by any Holder of the Securities of that series
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Issuer, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor, other than payment in full of all obligations under the Securities
of that series. The Guarantor in respect of a series of Securities hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Issuer in respect of that
series, any right to require a proceeding first against the Issuer, protest,
notice and all demands whatsoever and covenants that this Guarantee will not be
discharged except by complete performance of the obligations contained in such
Securities and this Indenture.


d)                  
If any Holder or the
Trustee is required by any court or otherwise to return to the Issuer, the
Guarantor or any custodian, trustee, liquidator or other similar official
acting in relation to either the Issuer or the Guarantor, any amount paid by
either to the Trustee or such Holder, this Guarantee, to the extent theretofore
discharged, will be reinstated in full force and effect.







27












  





e)                  
The Guarantor agrees
that it will not be entitled to any right of subrogation in relation to the
Holders in respect of any obligations guaranteed hereby until payment in full
of all obligations guaranteed hereby. The Guarantor further agrees that, as
between the Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (1)
the maturity of the obligations guaranteed hereby may be accelerated as
provided in Article 7 hereof for the purposes of its Guarantee
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (2) in the event of
any declaration of acceleration of such obligations as provided in Article 7 hereof, such obligations (whether or not due and
payable) will forthwith become due and payable by the Guarantor for the purpose
of its Guarantee.


f)                   
Any and all payments
made by Welltower Inc. as a Guarantor pursuant to the provisions of a Guarantee
shall be made without withholding of or deduction for, or on account of, any
present or future tax, assessment or governmental charge unless required by
applicable law, provided that, in the case of any payment made by Welltower
Inc. in its capacity as Guarantor to a Holder of a Security who is a not a
United States Person (as defined below), if any amount is so withheld or
deducted for or on account of any tax, assessment or governmental charge imposed
by or on behalf of the United States (or any political subdivision or taxing
authority thereof or therein), Welltower Inc. will pay such Additional Amounts
to such Holder as will result (after the deduction or withholding of such tax,
assessment or governmental charge) in the payment to such Holder of the amounts
that would otherwise have been payable pursuant to such Guarantee; provided,
however, the foregoing obligation will not apply to and Welltower Inc. will not
be required to make any payment of Additional Amounts in respect of the
following:


                                                      
i.              
any tax, assessment or
other governmental charge that would not have been imposed but for the Holder,
or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if
the Holder is an estate, trust, partnership or corporation, or a person holding
a power over an estate or trust administered by a fiduciary Holder, being
considered as:


(A)               
being or having been
engaged in a trade or business in the United States or having or having had a
permanent establishment in the United States or having or having had a
qualified business unit which has the United States dollar as its functional
currency;


(B)               
having a current or
former connection with the United States (other than a connection arising
solely as a result of the ownership of the Notes, the receipt of any payment or
the enforcement of any rights thereunder) or being considered as having such
relationship, including being or having been a citizen or resident of the
United States;


(C)               
being or having been a
personal holding company, a passive foreign investment company or a controlled
foreign corporation with respect to the United States or a foreign personal
holding company that has accumulated earnings to avoid United States federal
income tax;


(D)               
being or having been a
“10-percent shareholder” of the Guarantor as defined in Section 871(h)(3) of
the United States Internal Revenue Code of 1986, as amended (the “Code”),
or any successor provision; or


(E)               
being a bank receiving
payments on an extension of credit made pursuant to a loan agreement entered
into in the ordinary course of its trade or business;


                                                    
ii.              
any Holder that is not
the sole beneficial owner of the Securities, or a portion of the Securities, or
that is a fiduciary, partnership or limited liability company, but only to the
extent that a beneficiary or settlor with respect to the fiduciary, a
beneficial owner or member of the partnership or limited liability company
would not have been entitled to the payment of an Additional Amount had the
beneficiary, settlor, beneficial owner or member received directly its
beneficial or distributive share of the payment;


                                                   
iii.              
any tax, assessment or
other governmental charge that would not have been imposed but for the failure
of the Holder or any other person to comply with certification, identification
or information reporting requirements concerning the nationality, residence,
identity or connection with the United States of the Holder or beneficial owner
of the Notes, if compliance is required by statute, by regulation of the United
States or any taxing authority therein or by an applicable income tax treaty to
which the United States is a party as a precondition to exemption from such
tax, assessment or other governmental charge;


                                                  
iv.              
any tax, assessment or
other governmental charge that is imposed otherwise than by withholding by the
Guarantor or a Paying Agent from the payment;






28












  





                                                    
v.              
any tax, assessment or
other governmental charge that would not have been imposed but for a change in
law, regulation, or administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or is duly provided
for, whichever occurs later;


                                                  
vi.              
any estate,
inheritance, gift, sales, excise, transfer, wealth, capital gains or personal
property tax or similar tax, assessment or other governmental charge;


                                                 
vii.              
any withholding or
deduction that is imposed on a payment to an individual and that is required to
be made pursuant to any law implementing or complying with, or introduced in
order to conform to, any European Union Directive on the taxation of savings; 


                                               
viii.              
any tax, assessment or
other governmental charge that would not have been imposed but for the
presentation by the Holder of any Security, where presentation is required, for
payment on a date more than 30 days after the date on which payment became due
and payable or the date on which payment thereof is duly provided for,
whichever occurs later;


                                                  
ix.              
any withholding or
deduction that is imposed on a payment pursuant to Sections 1471 through 1474
of the Code and related Treasury regulations and pronouncements (the Foreign
Account Tax Compliance Act (“FATCA”)) or any successor provisions and
any regulations or official law, agreement or interpretations thereof or any
regulations implementing an intergovernmental approach thereto, including Part
XVIII of the Income Tax Act, R.S.C. 1985, c. 1 (5th Supp.),
as amended, and any related Canadian legislation which functions to adapt FATCA
for the purpose of Canadian law; or


                                                    
x.              
any combination of
items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix).


                For these purposes: (i) the term
“United States Person” means any individual who is a citizen or resident of the
United States for U.S. federal income tax purposes, a corporation, partnership
or other entity created or organized in or under the laws of the United States,
any state of the United States or the District of Columbia, including an entity
treated as a corporation for United States income tax purposes, or any estate
or trust the income of which is subject to United States federal income
taxation regardless of its source; and (ii) the term “United States” means the
United States of America (including the states and the District of Columbia and
any political subdivision thereof).


5.02           
Limitation on Guarantor
Liability.


The
Guarantor, and by its acceptance of Securities of any series issued with the
benefit of Guarantees, each Holder, hereby confirms that it is the intention of
all such parties that the Guarantee of the Guarantor not constitute a
fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
any similar federal, provincial or state law to the extent applicable to any
Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and
the Guarantor hereby irrevocably agree that the obligations of the Guarantor
will, after giving effect to any maximum amount and all other contingent and
fixed liabilities of the Guarantor that are relevant under such laws, result in
the obligations of the Guarantor under its Guarantee not constituting a
fraudulent transfer or conveyance.


5.03           
Execution and Delivery
of Guarantee.


To
evidence its Guarantee set forth in 5.01 in respect of Securities of a series issued with the
benefit of Guarantees, the Guarantor hereby agrees that a notation of such
Guarantee substantially in the form as shall be established in one or more indentures
supplemental hereto or approved from time to time pursuant to Board Resolutions
in accordance with Section 3.01, will be endorsed by an officer of the Guarantor on
each Security of that series authenticated and delivered by the Trustee and
that this Indenture will be executed on behalf of the Guarantor by one of its
officers.


The
Guarantor hereby agrees that its Guarantee set forth in 5.01 will remain in full force and effect notwithstanding
any failure to endorse on each Security of that series a notation of such
Guarantee.


If
an officer whose signature is on this Indenture or on the Guarantee no longer
holds that office at the time the Trustee authenticates the Security of that
series on which a Guarantee is endorsed, such Guarantee will be valid
nevertheless.


The
delivery of any Security of a series issued with the benefit of Guarantees by
the Trustee, after the authentication thereof hereunder, will constitute due
delivery of the Guarantee set forth in this Indenture on behalf of the
Guarantor.







29












  





Article 6 SATISFACTION AND
DISCHARGE


6.01           
Satisfaction and
Discharge of Indenture.


This Indenture and
any related Guarantee shall upon Issuer Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for and other rights and remedies
referenced herein), and the Trustee, at the expense of the Issuer, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when


a)                  
either 


                                                      
i.              
all Securities
theretofore authenticated and delivered (other than (A) Securities which have
been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 3.08 and (B) Securities for whose payment money or in
respect of which Canadian Government Obligations have theretofore been
deposited in trust or segregated and held in trust by the Issuer and thereafter
repaid to the Issuer or discharged from such trust, as provided in Section 12.03) have been delivered to the Trustee for cancellation;
or


                                                    
ii.              
all such Securities not
theretofore delivered to the Trustee for cancellation


(A)               
have become due and
payable, or


(B)               
will become due and
payable at their Stated Maturity within one year, or


(C)               
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 (A), (B) or (C) above, has deposited or caused to be deposited with
the Trustee an amount of money and Canadian Government Obligations sufficient
to pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal and any premium and
interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;


b)                  
the Issuer has paid or
caused to be paid all other sums payable hereunder by the Issuer; and


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


Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Issuer to
the Trustee under Section 8.07, the
obligations of the Trustee to any Authenticating Agent under Section 8.16 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 6.02 and the last
paragraph of Section 12.03 shall
survive such satisfaction and discharge.


6.02           
Application of Trust
Money.


Subject to the
provisions of the last paragraph of Section 12.03, all money
and Canadian Government Obligations deposited with the Trustee pursuant to
Section 6.01 shall be
held in trust and applied by it, in accordance with the provisions of the
Securities 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
any premium and interest for whose payment such money and Canadian Government
Obligations has been deposited with the Trustee.


Article 7 REMEDIES 


7.01           
Events of Default.


“Event of Default,”
wherever used herein with respect to Securities 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):






30












  





a)                  
default in the payment
of the principal of or any premium on any Security of that series at its
Maturity and continuance of such default for a period of 30 days; or


b)                  
default in the payment
of any interest upon any Security of that series when it becomes due and
payable, and continuance of such default for a period of 30 days; or


c)                  
default in the deposit
of any sinking fund payment, when and as due by the terms of a Security of that
series and continuance of such default for a period of 30 days; or


d)                  
default in the
performance of, or breach of, any covenant of an Obligor in this Indenture
(other than a covenant a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with or which has been expressly
included in this Indenture solely for the benefit of a series of Securities
other than that series), and continuance of such default or breach for a period
of 60 days after there has been given, by first class mail, to the Obligors by
the Trustee or to the Obligors and the Trustee by the Holders of at least a
majority in principal amount of the Outstanding Securities 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)                  
a default under any
bond, debenture, note or other evidence of indebtedness of an Obligor, or under
any mortgage, indenture or other instrument of an Obligor (including a default
with respect to Securities of any series other than that series) under which
there may be issued or by which there may be secured any indebtedness of an
Obligor (or by any Subsidiary, the repayment of which an Obligor has guaranteed
or for which an Obligor is directly responsible or liable as obligor or
guarantor), whether such indebtedness now exists or shall hereafter be created,
which default shall constitute a failure to pay an aggregate principal amount
exceeding U.S. $50,000,000 of such indebtedness when due and payable after the
expiration of any applicable grace period with respect thereto and shall have
resulted in such indebtedness in an aggregate principal amount exceeding U.S.
$50,000,000 becoming or being declared due and payable prior to the date on which
it would otherwise have become due and payable, without such indebtedness
having been discharged, or such acceleration having been rescinded or annulled,
within a period of 10 days after there shall have been given, by first class
mail, to the Obligors by the Trustee or to the Obligors and the Trustee by the
Holders of at least a majority in principal amount of the Outstanding
Securities of that series a written notice specifying such default and
requiring the Obligors, as applicable to cause such indebtedness to be
discharged or cause such acceleration to be rescinded or annulled and stating
that such notice is a “Notice of Default” hereunder; or


f)                   
an Obligor or any
Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law
(i) commences a voluntary case, (ii) consents to the entry of an order for
relief against it in an involuntary case, or (iii) consents to the appointment
of a custodian of it or for all or substantially all of its property, or


g)                  
a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is
for relief against an Obligor or any Significant Subsidiary in an involuntary
case, (ii) appoints a custodian of an Obligor or any Significant Subsidiary or
for all or substantially all of either of its property, or (iii) orders the
liquidation of an Obligor or any Significant Subsidiary, and the order or
decree remains unstayed and in effect for 90 days; or


h)                  
any Guarantee is not,
or is claimed by the Guarantor not to be, in full force and effect; or


i)                    
any other Event of
Default provided with respect to Securities of that series.


7.02           
Acceleration of
Maturity; Rescission and Annulment.


If an Event of
Default (other than an Event of Default specified in Section 7.01(f)
or 7.01(g)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or
the Holders of not less than a majority of the principal amount of the
Outstanding Securities of that series may declare the principal amount of all
the Securities of that series (or, if any Securities of that series are
Original Issue Discount Securities, such portion of the principal amount of
such Securities as may be specified by the terms thereof) 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
amount) shall become immediately due and payable. If an Event of Default
specified in clause f) or g) of
Section 7.01 with
respect to Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of that series (or, if any Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof)
shall automatically, and without any declaration or other action on the part of
the Trustee or any Holder, become immediately due and payable.






31












  





At any time after such a declaration of acceleration with respect to
Securities of any series 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 Securities of that series, 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


                                                      
i.              
all overdue interest on
all Securities of that series,


                                                    
ii.              
the principal of (and
premium, if any, on) any Securities of that series which have become due
otherwise than by such declaration of acceleration and any interest thereon at
the rate or rates prescribed therefor in such Securities,


                                                   
iii.              
to the extent that
payment of such interest is lawful, interest upon overdue interest at the rate
or rates prescribed therefor in such Securities, and


                                                  
iv.              
all sums paid or
advanced by the Trustee hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel; and


b)                  
all Events of Default
with respect to Securities of that series, other than the non-payment of the
principal of Securities of that series which have become due solely by such
declaration of acceleration, have been cured or waived as provided in
Section 7.13.


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


The Trustee shall
not be required to act upon an Event of Default unless a Responsible Officer
has received written notice of such Event of Default.


7.03           
Collection of
Indebtedness and Suits for Enforcement by Trustee.


The
Issuer covenants that if:


a)                  
default is made in the
payment of any interest on any Security when such interest becomes due and
payable and such default continues for a period of 30 days, or


b)                  
default is made in the
payment of the principal of (or premium, if any, on) any Security at the
Maturity thereof,


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


If an Event of
Default with respect to Securities of any series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the
rights of the Holders of Securities of such series by such appropriate judicial
proceedings as the Trustee shall deem necessary 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.


7.04           
Trustee May File Proofs
of Claim.


In case of any
judicial proceeding relative to an Obligor (or any other obligor upon the
Securities), its property or its creditors, the Trustee shall be entitled and
empowered, by intervention in such proceeding or otherwise, to take any and all
actions in order to have claims of the Holders and the Trustee allowed in any
such proceeding. In particular, the Trustee shall be authorized 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 it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 8.07.






32












  





No provision of this Indenture 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
Securities 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; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors’
or other similar committee.


7.05           
Trustee May Enforce
Claims Without Possession of Securities.


All rights of action
and claims under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without the possession of any of the Securities or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its 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, its agents and counsel, be for the ratable benefit of the Holders
of the Securities in respect of which such judgment has been recovered.


7.06           
Application of Money
Collected.


Any money collected
by the Trustee pursuant to this Article 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 any premium or interest,
upon presentation of the Securities 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 8.07, and


SECOND: To the payment of the amounts then due and unpaid for
principal of and any premium and interest on the Securities in respect of which
or for the benefit of which such money has been collected, rateably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities for principal and any premium and interest, respectively.


THIRD: To the Person entitled to receive the same; if no
other Person shall be entitled thereto, then to the Issuer, or as a court of
competent jurisdiction may direct.


7.07           
Limitation on Suits.


No Holder of any
Security 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)                  
such Holder has
previously given written notice to the Trustee of a continuing Event of Default
(other than Section 7.01(f) or 7.01(g))  with respect to the
Securities of that series;


b)                  
the Holders of not less
than a majority in principal amount of the Outstanding Securities of that
series shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee hereunder;


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


d)                  
the Trustee for 60 days
after its 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 in principal amount of the
Outstanding Securities of that series;


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 of such
Holders, 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 of such
Holders.


7.08           
Unconditional Right of
Holders to Receive Principal, Premium and Interest.


Notwithstanding any
other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and any premium and (subject to Section 3.09) interest
on such Security on the 




33












  





respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.


7.09           
Restoration of Rights
and Remedies.


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 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.


7.10           
Rights and Remedies
Cumulative.


Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.08, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders 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.


7.11           
Delay or Omission Not
Waiver.


No delay or omission
of the Trustee or of any Holder of any Securities to exercise any right or
remedy accruing upon any Event of Default 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 Article 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.


7.12           
Control by Holders.


The Holders of a
majority in principal amount of the Outstanding Securities of any 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, with respect to the Securities of such series,
provided that:


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


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


7.13           
Waiver of Past
Defaults.


The Holders of not
less than a majority in principal amount of the Outstanding Securities of any
series may on behalf of the Holders of all the Securities of such series waive
any past default hereunder with respect to such series and its consequences,
except a default:


a)                  
in the payment of the
principal of or any premium or interest on any Security of such series, or


b)                  
in respect of a
covenant or provision hereof which under Article 11 cannot be modified or amended without the consent of
the Holder of each Outstanding Security of such series affected.


Upon any such
waiver, 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 impair any right consequent thereon.


7.14           
Undertaking for Costs.


In any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, a court
may require any party litigant in such suit to file an undertaking to pay the costs
of such suit, and may assess costs (including reasonable attorneys’ fees and
expenses) against any such party litigant. This section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 7.08 hereof, or a
suit by Holders of more than 10% in principal amount of the Outstanding
Securities.









  







ARTICLE
8 THE TRUSTEE


Article 8 


8.01           
Certain Duties and
Responsibilities.


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


b)                  
In the absence of bad
faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
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 which 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).


c)                  
The Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent trustee would
exercise or use under the circumstances.


d)                  
No provision of this
Indenture shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that


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


                                                    
ii.              
the Trustee shall not
be liable with respect to any action taken or omitted to be taken by it in good
faith in accordance with the direction of the Holders of a majority in
principal amount of the Outstanding Securities of any series 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 with respect to the Securities of such series; and


                                                   
iii.              
Notwithstanding the
foregoing, no provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers..


e)                  
Whether or not therein
expressly so provided, every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section.


8.02           
Notice of Defaults.


If a default occurs
hereunder with respect to Securities of any series, the Trustee shall, subject
to 9.02, give the
Holders of Securities of such series notice of such default as and to the
extent provided by the Indenture Legislation; provided, however, that in the
case of any default of the character specified in clause d) of Section 7.01 with respect
to Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section,
the term “default” means any event which is, or after notice or lapse of time
or both would become, an Event of Default with respect to Securities of such
series.


8.03           
Certain Rights of
Trustee.


Subject
to the provisions of Section Article 8:


a)                  
the Trustee may
conclusively rely and shall be fully 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 it to be
genuine and to have been signed or presented by the proper party or parties
(but need not investigate the accuracy of any mathematical calculations or
other facts stated therein);


b)                  
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 shall be
sufficiently evidenced by a Board Resolution;






35












  





c)                  
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 its part, rely upon an
Officers’ Certificate;


d)                  
the Trustee may consult
with counsel of its selection and the 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 it hereunder in good faith and in
reliance thereon;


e)                  
the Trustee shall be
under no obligation to exercise any of the rights or powers vested in it 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
reasonable security or indemnity satisfactory to it against the costs, expenses
and liabilities which might be incurred by it in compliance with such request
or direction;


f)                   
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 it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it 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;


g)                  
the Trustee shall be
entitled to treat any communication received through Electronic Methods from a
person purporting to be (and whom such Trustee, acting reasonably, believes in
good faith to be) the authorized representative of the Issuer, as sufficient
instructions and authority of the Issuer for the Trustee to act and shall have
no duty to verify or confirm that person is so authorized. The Trustee shall
have no liability for any losses, liabilities, costs or expenses incurred by it
as a result of such reliance upon or compliance with such instructions or
directions. The Issuer agrees: (i) to assume all
risks arising out of the use of such electronic methods to submit instructions
and directions to the Trustee, including without limitation the risk of the
Trustee acting on unauthorized instructions, and the risk of interception and
misuse by third parties; (ii) that it is fully informed of the protections and
risks associated with the various methods of transmitting instructions to the
Trustee and that there may be more secure methods of transmitting instructions
than the method(s) selected by the Issuer; and (iii)  that the security
procedures (if any) to be followed in connection with its transmission of
instructions provide to it a commercially reasonable degree of protection in
light of its particular needs and circumstances.


h)                  
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 it hereunder;


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


j)                   
absent written
direction, the Trustee shall hold all funds received by it uninvested, without
liability for interest; 


k)                  
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 has been advised of the likelihood
of such loss or damage and regardless of the form of action;


l)                    
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 Securities and this Indenture;


m)                
the rights, privileges,
protections, immunities and benefits given to the Trustee, including, without
limitation, its 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; and


n)                  
the Trustee may request
that the Issuer deliver a certificate setting forth the names of individuals
and/or titles of officers authorized at such time to take specified actions
pursuant to this Indenture.







36












  





8.04           
Not Responsible for
Recitals or Issuance of Securities.


The recitals
contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Obligors, and neither
the Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Issuer of Securities or the proceeds thereof.


8.05           
May Hold Securities.


The Trustee, any
Authenticating Agent, any Paying Agent, any Registrar or any other agent of the
Issuer, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 8.08, may
otherwise deal with the Issuer with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Registrar or such other agent.


8.06           
Money Held in Trust.


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 it hereunder except as otherwise agreed with
the Issuer.


8.07           
Compensation,
Reimbursement and Indemnification.


The
Issuer agrees:


1)                  
to pay to the Trustee
from time to time reasonable compensation for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);


2)                  
except as otherwise
expressly provided herein, to reimburse the Trustee upon its request for all
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 its agents and counsel),
except any such expense, disbursement or advance as shall have been caused by
its own negligence or willful misconduct; and


3)                  
to fully indemnify each
of the Trustee or any predecessor Trustee and their agents (for greater
certainty, including officers, directors, employees and agents of the Trustee)
for, and to hold them harmless against, any loss, liability, claim, damage or
expense incurred without negligence or willful misconduct on their part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending
themselves against any claim or liability in connection with the exercise or
performance of any of their powers or duties hereunder.


When the Trustee
incurs expenses or renders services in connection with an Event of Default, the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal, provincial or state bankruptcy,
insolvency or other similar law.


The benefits of this
Section shall survive the termination of the Indenture and resignation or
removal of the Trustee.


8.08           
Conflicting Interests.


If the Trustee has
or shall acquire a conflicting interest, the Trustee shall either eliminate
such interest or resign, to the extent and in the manner provided by, and
subject to the provisions of this Indenture. The Trustee shall not be deemed to
have a conflicting interest by virtue of being a trustee under this Indenture
with respect to Securities of more than one series.







37












  





8.09           
Corporate Trustee
Required; Eligibility.


There
shall at all times be one (and only one) Trustee hereunder with respect to the
Securities of each series, which may be Trustee hereunder for Securities of one
or more other series. Each Trustee shall be a Person that has a combined capital
and surplus of at least U.S. $50,000,000 (or be a subsidiary of a Person that
has a combined capital and surplus of at least U.S. $50,000,000 ). If any such
Person publishes reports of condition at least annually, pursuant to law or to
the requirements of its supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Person 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 the Trustee with
respect to the Securities of any series shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.


8.10           
Resignation and
Removal; Appointment of Successor.


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 8.11.


The Trustee may
resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Issuer. If the instrument of acceptance by
a successor Trustee required by Section 8.11 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 with respect to the Securities of such series.


The Trustee may be
removed at any time but on not less than 60 days notice with respect to the
Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and to the Issuer. If the instrument of acceptance by a successor Trustee
required by Section 8.11 shall not
have been delivered to the Trustee within 30 days after such removal, the
retiring Trustee may petition, at the expense of the Issuer, any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.


If
at any time:


1)                  
the Trustee shall fail
to comply with Section 8.08 after written request therefor by the Issuer or by
any Holder who has been a bona fide Holder of a Security for at least six
months, or


2)                  
the Trustee shall cease
to be eligible under Section 8.09 and shall fail to resign after written request
therefor by the Issuer or by any such Holder, or


3)                  
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, (A) the Issuer by a Board Resolution may remove the Trustee
with respect to all Securities, or (B) subject to Section 7.14, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of such Holder and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.


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, with respect to the Securities of one
or more series, the Issuer, by a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect
to the Securities of one or more or all of such series and that at any time
there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of
Section 8.11. If, within
one year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee with respect to the Securities of any series
shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Securities of such series delivered to the Issuer and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 8.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Issuer. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Issuer or the Holders and accepted appointment in the manner
required by Section 8.11, any Holder
who has been a bona fide Holder of a Security of such series for at least six
months may, on behalf of such Holder and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


The Issuer shall
give notice of each resignation and each removal of the Trustee with respect to
the Securities of any series and each appointment of a successor Trustee with
respect to the Securities of any series to all Holders of Securities of such
series in 




38












  





the manner provided in Section 1.07. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.


8.11           
Acceptance of
Appointment by Successor.


In case of the
appointment hereunder of a successor Trustee with respect to all Securities,
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 its charges,
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.


In case of the
appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Obligors, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (a) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and
to vest in, each successor Trustee all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, (b) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (c) shall 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, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each 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 with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Issuer or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.


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 such rights, powers and trusts referred to in the first or second preceding
paragraph, as the case may be.


No successor Trustee
shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article.


8.12           
Merger, Conversion,
Consolidation or Succession to Business.


Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation 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 Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.


8.13           
Anti-Money Laundering
and Anti-Terrorist Legislation.


The Trustee shall retain the right not to
act and shall not be liable for refusing to act if, due to 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, 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,
regulation or guideline, then it shall have the right to resign on 30 days'
written notice to the Issuer, provided that (a) the Trustee's written notice
shall describe the circumstances of such non-compliance; and (b) if such
circumstances are rectified to the Trustee's satisfaction within such 30 day
period, then such resignation shall not be effective.







39












  





8.14           
Privacy Laws.


The Issuer and the Trustee acknowledge
that Canadian federal and/or provincial legislation and United States federal
and/or state legislation that addresses the protection of individuals' personal
information (collectively, “Privacy Laws”) may apply to obligations and
activities under this Indenture. Despite any other provision of this Indenture,
no 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 applicable Privacy Laws. The Trustee
shall use commercially best efforts to ensure that its services hereunder
comply with applicable Privacy Laws. Specifically, the Trustee agrees: (a) to
maintain policies and procedures to protect personal information and to receive
and respond to any privacy complaint or injury; (b) 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; (c) not to sell or
otherwise improperly disclose personal information to any third party; and (d)
to employ administrative, physical and technological safeguards to reasonably
secure and protect personal information against loss, theft, or unauthorized
access, use or modification.


8.15           
Preferential Collection
of Claims Against Issuer.


If and when the
Trustee shall be or become a creditor of the Issuer (or any other obligor upon
the Securities), the Trustee shall be subject to the provisions of the
Indenture Legislation regarding the collection of claims against the Issuer (or
any such other obligor).


8.16           
Appointment of
Authenticating Agent.


The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 3.08, and
Securities 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. Wherever reference is made in this Indenture to the
authentication and delivery of Securities 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 authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than U.S. $50,000,000
and subject to supervision or examination by federal, provincial or state
authority. If such Authenticating Agent 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 Authenticating Agent 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, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


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.


An Authenticating
Agent may resign at any time by giving written notice thereof to the Trustee
and to the Obligors. 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 Obligors. 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 notice of such appointment in the manner provided
in Section 1.07 to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve. 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.


The Issuer agrees to
pay to each Authenticating Agent from time to time reasonable compensation for
its services under this Section.






40












  





If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee’s certificate of authentication, an alternative
certificate of authentication in the following form:


This is one of the
Securities of the series designated therein referred to in the within-mentioned
Indenture.


	
   

  	
   

  	
  l, As Trustee

  
	
  Per:

  	
   

  
	
   

  	
  Name:     Authorized
  Signatory

  
	
   

  	
  Title:        

  






 


	
   

  	
   

  	
  l, As Authenticating Agent

  
	
  Per:

  	
   

  
	
   

  	
  Name:     Authorized
  Signatory

  
	
   

  	
  Title:        

  






 


Article 9 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
ISSUER


9.01           
Issuer to Furnish
Trustee Names and Addresses of Holders.


If
the Trustee is not the Registrar, the Issuer will furnish or cause to be
furnished to the Trustee


at such times as the
Trustee may request in writing, within 30 days after the receipt by the Issuer
of any such request, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of the Securities of each
Series as of a date not more than 15 days prior to the time such list is
furnished.


9.02           
Preservation of
Information; Communications to Holders.


The Trustee shall
preserve, in as current a form as is reasonably practicable, the names and
addresses of Holders contained in the most recent list furnished to the Trustee
as provided in Section 9.01 and the
names and addresses of Holders received by the Trustee in its capacity as
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 9.01 upon
receipt of a new list so furnished.


9.03           
Reports by Guarantor.


The Guarantor shall


(1)           file
with the Trustee, within 15 days after the Guarantor is required to file the
same with the Commission, copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the
foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Guarantor may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act (it being
understood that any information, documents and other reports filed or furnished
on the Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) or
such other system of the Commission or the website of the Guarantor will be
deemed to be furnished to such Holders of Securities once such information,
documents and other reports are so filed on EDGAR or the Commission's website
or the website of the Guarantor); or, if the Guarantor is not required to file
information, documents or reports pursuant to either of such Sections, then it
will file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the 




41












  





supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Exchange Act in
respect of a security listed and registered on a national securities exchange
as may be prescribed from time to time in such rules and regulations; and


(2)           file
with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Issuer and the
Guarantor with the conditions and covenants of this Indenture as may be
required from time to time by such rules and regulations (it being understood
that if the Guarantor is not required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act, the Guarantor shall not be required to
file such reports with the Commission or the Trustee).


Article 10 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


10.01        
Issuer May Consolidate,
Etc., Only on Certain Terms.


The Issuer shall not
consolidate with or merge with or into any other Person, or sell, transfer,
lease, convey, or otherwise dispose of all or substantially all of its
properties or assets to any Person (including pursuant to a statutory
arrangement), whether in a single transaction or series of related transactions,
unless (i) the Person formed by such consolidation or into which the
Issuer is merged or the Person that leases or acquires, by sale, transfer,
conveyance or otherwise, all or substantially all of the property or assets of
the Issuer expressly assumes, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, all the
obligations of the Issuer under the Securities, this Indenture and any
supplement or amendment to this Indenture then in effect with respect to any
Securities; (ii) immediately after giving effect to such transaction or
series of transactions, 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 (iii) the Person formed by such consolidation, the
Person into which the Issuer is merged or the Person that leases or acquires,
by sale, transfer, conveyance or otherwise, all or substantially all of the
property or assets of the Issuer, shall be a corporation, partnership, limited
liability company or trust and shall be organized and validly existing under
the laws of Canada or any province thereof. The Issuer shall deliver to the
Trustee prior to the consummation of the proposed transaction an Officers’
Certificate and an Opinion of Counsel, each stating that such proposed
transaction and, if a supplemental indenture is required in connection with
such transaction, such supplemental indenture comply with this Article and that
all conditions precedent herein provided for relating to such transaction have
been complied with.


10.02        
Guarantor May
Consolidate, Etc., Only on Certain Terms.


The Guarantor shall
not consolidate with or merge with or into any other Person, or sell, transfer,
lease, convey, or otherwise dispose of all or substantially all of its
properties or assets to any Person (including pursuant to a statutory
arrangement), whether in a single transaction or series of related
transactions, unless (i) the Person formed by such consolidation or into
which the Guarantor is merged or the Person that leases or acquires, by sale,
transfer, conveyance or otherwise, all or substantially all of the property or
assets of the Guarantor expressly assumes, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all
the obligations of the Guarantor under the Securities, this Indenture and any
supplement or amendment to this Indenture then in effect with respect to any
Securities; (ii) immediately after giving effect to such transaction or
series of transactions, 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 (iii) the Person formed by such consolidation, the
Person into which the Guarantor is merged or the Person that leases or
acquires, by sale, transfer, conveyance or otherwise, all or substantially all
of the property or assets of the Guarantor, shall be a corporation,
partnership, limited liability company or trust and shall be organized and
validly existing under the laws of the United States, Canada or any state or
province thereof. The Guarantor shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers’ Certificate and an
Opinion of Counsel, each stating that such proposed transaction and, if a
supplemental indenture is required in connection with such transaction, such
supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied
with.


10.03        
Successor of the Issuer
Substituted.


Upon any
consolidation of the Issuer with, or merger of the Issuer into, any other
Person or any sale, transfer, lease or conveyance of all or substantially all
of the properties and assets of the Issuer in accordance with Section 10.01, the
successor Person formed by such consolidation or into which the Guarantor is
merged or to which such sale, transfer, lease or conveyance is made 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
Person had been named as the Issuer herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.







42












  





10.04        
Successor of the
Guarantor Substituted.


Upon any consolidation
of the Guarantor with, or merger of the Guarantor into, any other Person or any
sale, transfer, lease or conveyance of all or substantially all of the
properties and assets of the Guarantor in accordance with Section 10.01, the
successor Person formed by such consolidation or into which the Guarantor is
merged or to which such sale, transfer, lease or conveyance is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Guarantor under this Indenture with the same effect as if such successor
Person had been named as the Guarantor herein, and thereafter, except in the
case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.


Article 11 SUPPLEMENTAL INDENTURES


11.01        
Supplemental Indentures
Without Consent of Holders.


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


a)                  
to evidence the
succession of another Person to the Issuer and the assumption by any such
successor of the covenants of the Issuer herein and in the Securities; or


b)                  
to evidence the
succession of another Person to the Guarantor and the assumption by any such
successor of the covenants of the Guarantor herein and in the Securities; or 


c)                  
to add to the covenants
of the Obligors for the benefit of the Holders of all or any series of
Securities (and if such covenants are to be for the benefit of less than all
series of Securities, stating that such covenants are expressly being included
solely for the benefit of such series) or to surrender any right or power
herein conferred upon the Obligors; or


d)                  
to add any additional
Events of Default for the benefit of the Holders of all or any series of
Securities (and if such additional Events of Default are to be for the benefit
of less than all series of Securities, stating that such additional Events of
Default are expressly being included solely for the benefit of such series); or


e)                  
to add to or change any
of the provisions of this Indenture to such extent as shall be necessary to
permit or facilitate the issuance of 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 Securities in uncertificated form; or


f)                   
to add to, change or
eliminate any of the provisions of this Indenture in respect of one or more
series of Securities, provided that any such addition, change or elimination (i)
shall neither (A) apply to any Security of any series created prior to the
execution of such supplemental indenture and entitled to the benefit of such
provision nor (B) modify the rights of the Holder of any such Security with
respect to such provision or (ii) shall become effective only when there is no
such Security Outstanding; or


g)                  
to establish the form
or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or


h)                  
to evidence and provide
for the acceptance of appointment hereunder by a successor Trustee with respect
to the Securities 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 8.11; or


i)                    
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, provided
that such action pursuant to this clause i) shall not adversely affect the interests of the Holders of Securities
of any series in any material respect.


11.02        
Supplemental Indentures
With Consent of Holders.


With the consent of
the Holders of not less than a majority in principal amount of the Outstanding
Securities of each series affected by such supplemental indenture, by Act of
said Holders delivered to the Issuer and the Trustee, the Issuer, when
authorized by a Board Resolution, the Guarantor and the Trustee may enter into
an indenture or indentures supplemental hereto or any applicable 




43












  





Guarantee 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 Securities of such
series under this Indenture or any applicable Guarantee; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby:


a)                  
change the Stated
Maturity of the principal of, or any installment of principal of or interest
on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof, or reduce
the amount of the principal of an Original Issue Discount Security or any other
Security which would be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 7.02, or change any Place of Payment where, or the coin or
currency in which, any Security or any premium or interest thereon is payable,
or impair the right to institute suit for the enforcement of any such payment
on or after the Stated Maturity thereof (or, in the case of redemption, on or
after the Redemption Date), or


b)                  
reduce the percentage
in principal amount of the Outstanding Securities of any series, the consent of
whose Holders is required for any such supplemental indenture, or the consent
of whose Holders is required for any waiver (of compliance with certain
provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or


c)                  
modify any of the
provisions of this Section, Section 7.13, 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 Security affected
thereby; provided, however, that this clause shall not be deemed to require the
consent of any Holder with respect to changes in the references to “the
Trustee” and concomitant changes in this Section and Section 12.06, or the deletion of this proviso, in accordance with
the requirements of Section 8.11 and clause i) of Section 11.01.


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 Securities, or which modifies the rights of the
Holders of Securities 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 Securities of any other series.


It shall not be
necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such
Act shall approve the substance thereof.


11.03        
Execution of
Supplemental Indentures.


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 receive, and (subject to Section Article 8)
shall be fully protected in relying upon, an Opinion of Counsel and Officers’
Certificate of the Issuer and the Guarantor 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.


11.04        
Effect of Supplemental
Indentures.


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 Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.


11.05        
Reference in Securities
to Supplemental Indentures.


Securities 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
Securities 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 Securities of such series.







44












  





Article 12 COVENANTS 


12.01        
Payment of Principal,
Premium and Interest.


The Issuer covenants
and agrees for the benefit of each series of Securities that it will duly and
punctually pay the principal of and any premium and interest on the Securities
of that series in accordance with the terms of the Securities and this
Indenture.


12.02        
Maintenance of Office
or Agency.


The Issuer will
maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Issuer in
respect of the Securities of that series and this Indenture may be served. 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, and the Issuer hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.


The Issuer may also
from time to time designate one or more other offices or agencies where the
Securities of one or more series may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; 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 each Place of
Payment for Securities 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.


12.03        
Money for Securities
Payments to Be Held in Trust.


If the Issuer shall
at any time act as its own Paying Agent with respect to any series of
Securities, the Issuer will, on or before each due date of the principal of or
any premium or interest on any of the Securities of that series, segregate and
hold in trust for the benefit of the Persons entitled thereto a sum sufficient
to pay the principal and any premium and interest 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.


Whenever there is
one or more Paying Agents for any series of Securities, the Issuer will, prior
to each due date of the principal of or any premium or interest on any
Securities of that series, deposit with a Paying Agent a sum sufficient to pay
such amount, and (unless such Paying Agent is the Trustee) the Issuer will
promptly notify the Trustee of its action or failure so to act.


The Issuer will cause
each Paying Agent (other than the Trustee) for any series of Securities 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 during the continuance of any default by the Obligors
(or any other obligor upon the Securities of that series) in the making of any
payment in respect of the Securities of that series, upon the written request
of the Trustee, forthwith pay to the Trustee all sums held in trust by such
Paying Agent for payment in respect of the Securities of that series.


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 such 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 money.


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 any premium or interest on any Security 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 Issuer
Request, or (if then held by the Issuer) shall be discharged from such trust;
and the Holder of such Security 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 written instruction and expense of the Issuer
cause to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in
Toronto, Ontario, 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.







45












  





12.04        
Statement by Officers
as to Default.


The Issuer will
deliver to the Trustee, within 120 days after the end of each fiscal year of
the Issuer ending after the date hereof, an Officers’ Certificate, stating
whether or not, to the best knowledge of the signers thereof, either of the
Obligors are in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Obligors shall
be in default, specifying all such defaults and the nature and status thereof
of which they may have knowledge. The Issuer will also deliver to the Trustee,
promptly after an officer of the General Partner, acting in its capacity as
general partner of the Issuer, becomes aware of the occurrence of any Event of
Default, an Officers’ Certificate setting forth the nature and status of such
Event of Default and, if then formulated, the action that the Issuer proposes
to take with respect thereto.


12.05        
Existence. 


Subject to Article 10,
the Issuer will do or cause to be done all things necessary to preserve and
keep in full force and effect its existence, rights (charter and statutory) and
franchises; provided, however, that the Issuer shall not be required to
preserve any such right or franchise if the Board shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Issuer.


12.06        
Waiver of Certain
Covenants.


Except as otherwise
specified as contemplated by Section 3.01 for
Securities of such series, the Obligors may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to clause r) of
Section 3.01 or clause c) or h) of
Section 11.01 for the
benefit of the Holders of such series or in Section 12.05, if before
the time for such compliance the Holders of at least a majority in principal
amount of the Outstanding Securities of such series shall, 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 in respect of any such
term, provision or condition shall remain in full force and effect.


Article 13 REDEMPTION OF SECURITIES


13.01        
Applicability of
Article.


Securities of any series which are
redeemable before their maturity shall be redeemable in accordance with their
terms and (except as otherwise specified as contemplated by Section 3.01for
Securities of any series) in accordance with this Article.


13.02        
Notices to Trustee.


The election of the Issuer to redeem or
purchase in an offer to purchase Securities of any series shall be
evidenced by a Board Resolution. The Issuer shall, at least 45 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 Securities of that series to be redeemed by delivering
to the Trustee an Officers' Certificate setting forth:


(1)                
the paragraph of the Securities
and/or Section of this Indenture or any indenture supplemental hereto pursuant
to which the redemption shall occur;


(2)                
the redemption date;


(3)                
the principal amount of Securities
of that series to be redeemed, plus accrued interest and additional amounts, if
any, to the redemption date;


(4)                
the redemption price, including
any make-whole amount or premium, if applicable; and


(5)                
the effects, if any, to the
conversion privileges of Holders. 







46












  





13.03        
Selection of Securities
to be Redeemed.


If less than all of the Securities of any
series are to be redeemed or purchased in an offer to purchase at any time, the
Trustee will select the particular Securities for redemption or purchase from
the Outstanding Securities of that series not previously called for redemption,
as follows:


(1)                
if the Securities of that series
are listed on any national securities exchange, in compliance with the
requirements of the principal national securities exchange on which such
Securities are listed; or


(2)                
if the Securities of that series
are not listed on any national securities exchange, on a pro rata basis, by lot
or by such method as the Trustee shall deem fair and appropriate.


In the event of partial redemption by
lot, the particular Securities to be redeemed will be selected, unless
otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption
date by the Trustee.


The Trustee will promptly notify the
Issuer in writing of the Securities selected for redemption or purchase and, in
the case of any Security selected for partial redemption or purchase, the
principal amount thereof to be redeemed or purchased. Securities and portions
of Securities of any series selected will be in amounts equal to the minimum
authorized denomination for Securities of that series or any integral multiple
thereof; provided, however, that if all of the Outstanding Securities of a
Holder are to be redeemed or purchased, the entire amount of such Securities
held by such Holder, even if not a multiple of the minimum authorized
denomination for Securities of that series, shall be redeemed or purchased.
Except as provided in the preceding sentence, provisions of this Indenture that
apply to Securities called for redemption or purchase also apply to portions of
Securities called for redemption or purchase.


13.04        
Notice of Redemption.


At
least 15 days but not more than 30 days before a redemption date, unless a
shorter period is specified by the terms of that series as contemplated by
Section 3.01, the Issuer will mail or cause to be mailed, by first
class mail, a notice of redemption to each Holder whose Securities are to be
redeemed at its registered address, except that redemption notices may be
mailed more than 60 days prior to a redemption date if the notice is issued in
connection with a defeasance of the Securities or a satisfaction and discharge
of this Indenture pursuant to Article 6 or Article 15 of this Indenture. Any notice that is mailed to the
Holders of Securities in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder receives such
notice.


The notice will identify the Securities to be redeemed and will state:


(2)                
the redemption date;


(3)                
the redemption price,
including the accrued interest and additional amounts, if any, to the
redemption date and any make-whole amount or premium, if applicable;


(4)                
if any Security is
being redeemed in part, the portion of the principal amount of such Security to
be redeemed and that, after the redemption date upon surrender of such
Security, a new Security or Securities of the same series and tenor in
principal amount equal to the unredeemed portion will be issued upon
cancellation of the original Security;


(5)                
the name and address of
the Paying Agent;


(6)                
that Securities called
for redemption must be surrendered to the Paying Agent at the Place of Payment
to collect the redemption price or to convert (if applicable);


(7)                
that, unless the Issuer
defaults in making such redemption payment, interest on Securities called for
redemption ceases to accrue on and after the redemption date;


(8)                
the paragraph of the
Securities and/or Section of this Indenture or any indenture supplemental
hereto pursuant to which the Securities called for redemption are being
redeemed;


(9)                
that no representation
is made as to the correctness or accuracy of the CUSIP number, if any, listed
in such notice or printed on the Securities;


(10)            
that the redemption is
for a sinking fund, if applicable; and







47












  





(11)            
if applicable, that a
Holder of Securities who desires to convert Securities in connection with a
redemption must satisfy the requirements for conversion contained in such
Securities, the then existing conversion price or rate, and the date and time
when the option to convert shall expire.


At
the Issuer's request, the Trustee will give the notice of redemption in the
Issuer's name and at the Issuer's expense; on condition that the Issuer has
delivered to the Trustee, at least 30 days (or such shorter period of time as
is satisfactory to the Trustee) prior to the redemption date, an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.


13.05        
Effect of Notice of
Redemption.


Once notice of redemption is mailed in
accordance with Section 13.05 hereof,
Securities called for redemption become irrevocably due and payable on the
redemption date at the redemption price therein specified. Except as otherwise
provided pursuant to Section 3.01 with
respect to the Securities of any series, a notice of redemption of Securities
of that series may not be conditional.


13.06        
Deposit of Redemption
or Purchase Price.


By 10:00 a.m. (Toronto time) on the
redemption or purchase date, the Issuer will deposit with the Trustee or with
the Paying Agent money in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities are payable sufficient
to pay the redemption or purchase price of and accrued interest and additional
amounts, if any, on all Securities to be redeemed or purchased on that date.
The Trustee or the Paying Agent will, upon receipt of written request for
repayment and as soon as practicable, return to the Issuer any money deposited
with the Trustee or the Paying Agent by the Issuer in excess of the amounts
necessary to pay the redemption or purchase price of, and accrued interest and
additional amounts, if any, on, all Securities to be redeemed or purchased.


If the Issuer complies with the provisions
of the preceding paragraph, on and after the redemption or purchase date,
interest will cease to accrue on the Securities or the portions of Securities
called for redemption or purchase. If a Security is redeemed or purchased on or
after a Record Date but on or prior to the related Interest Payment Date, then
any accrued and unpaid interest shall be paid to the Person in whose name such
Security was registered at the close of business on such Record Date; provided,
however, that except as otherwise provided with respect to Securities
convertible into other securities, installments of interest on Securities whose
maturity is on or prior to the redemption date shall be payable to the Holders
of such Securities, or one or more predecessor Securities, registered as such
at the close of business on the relevant Record Dates according to the terms
and provisions of Section 3.01. If any
Security called for redemption or purchase is not so paid upon surrender for
redemption or purchase because of the failure of the Issuer to comply with the
preceding paragraph, interest shall be paid on the unpaid principal, from the redemption
or purchase date until such principal is paid, and to the extent lawful on any
interest not paid on such unpaid principal, in each case at the rate provided
in the Securities and in Section 12.01 hereof.


13.07        
Securities Redeemed or
Purchased in Part.


Upon surrender of a Security of a series
that is redeemed or purchased in part 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 Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing),
the Issuer may issue and, upon receipt of an Authentication Order, the Trustee
will authenticate for the Holder at the expense of the Issuer a new Security of
the same series of any authorized denomination as requested by the Holder in an
aggregate principal amount equal to and in exchange for the unredeemed or
unpurchased portion of the principal of the Security so surrendered.


13.08        
Conversion Arrangement
on Call for Redemption.


In connection with any redemption of
Securities, the Issuer may arrange for the purchase and conversion of any
Securities called for redemption by an agreement with one or more investment
bankers or other purchasers to purchase such Securities by paying to the
Trustee or the Paying Agent in trust for the Holders of Securities, on or
before 10:00 a.m. Eastern Time on the redemption date, an amount not less than
the redemption price, together with interest, if any, accrued to the redemption
date of such Securities, in immediately available funds. Notwithstanding
anything to the contrary contained in this Article 13,
the obligation of the Issuer to pay the redemption price of such Securities,
including all accrued interest, if any, shall be deemed to be satisfied and
discharged to the extent such amount is so paid by such purchasers. If such an
agreement is entered into, any Securities not duly surrendered for conversion
by the Holders thereof may, at the option of the Issuer, be deemed, to the
fullest extent permitted by law, acquired by such purchasers from such Holders
and surrendered by such purchasers for conversion, all as of immediately prior
to the close of business on the last day on which Securities of that series
called for redemption may be converted in accordance with this Indenture and
the terms of such Securities, subject to payment to the Trustee or Paying Agent
of the above-described amount. The Trustee or the Paying Agent shall hold and
pay to the Holders whose Securities are selected for redemption any such amount
paid to it in the same manner 







  





as it would pay moneys
deposited with it by the Issuer for the redemption of Securities. Without the
Trustee's and the Paying Agent's prior written consent, no arrangement between
the Issuer and such purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee and the Paying Agent as set
forth in this Indenture, and the Issuer agrees to indemnify the Trustee and the
Paying Agent from, and hold them harmless against, any loss, liability or
expense owing out of or in connection with any such arrangement for the
purchase and conversion of any Securities between the Issuer and such
purchasers, including the costs and expenses incurred by the Trustee and Paying
Agent (including the fees and expenses of their agents and counsel) in the
defense of any claim or liability arising out of or in connection with the
exercise or performance of any of their powers, duties, responsibilities or obligations
under this Indenture.


Article 14 SINKING FUNDS


14.01        
Applicability of
Article.


The provisions of
this Article shall be applicable to any sinking fund for the retirement of
Securities of any series except as otherwise specified as contemplated by
Section 3.01 for such
Securities.


The minimum amount
of any sinking fund payment provided for by the terms of any Securities 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 such Securities is
herein referred to as an “optional sinking fund payment.” If provided for by
the terms of any Securities, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 14.02. Each
sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.


14.02        
Satisfaction of Sinking
Fund Payments with Securities.


The Issuer (1) may
deliver Outstanding Securities of a series (other than any previously called
for redemption) and (2) may apply as a credit Securities of a series which have
been redeemed either at the election of the Issuer pursuant to the terms of
such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to any Securities
of such series required to be made pursuant to the terms of such Securities as
and to the extent provided for by the terms of such Securities; provided that
the Securities to be so credited have not been previously so credited. The
Securities to be so credited shall be received and credited for such purpose by
the Trustee at the Redemption Price, as specified in the Securities so to be
redeemed, for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.


14.03        
Redemption of
Securities for Sinking Fund.


Not less than 30
days prior to each sinking fund payment date for any Securities, the Issuer
will deliver to the Trustee an Officers’ Certificate specifying the amount of
the next ensuing sinking fund payment for such Securities pursuant to the terms
of such Securities, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities pursuant to Section 14.02 and will
also deliver to the Trustee any Securities to be so delivered. Not less than 15
days prior to each such sinking fund payment date, the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 13.03 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 13.04. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Section 13.07.


Article 15 DEFEASANCE AND COVENANT DEFEASANCE


15.01        
Option to Effect
Defeasance or Covenant Defeasance.


The Issuer may
elect, at its option at any time, to have Section 15.02 or
Section 15.03 applied to
any Securities or any series of Securities, as the case may be, designated
pursuant to Section 3.01 as being
defeasible pursuant to such Section 15.02 or 15.03, in
accordance with any applicable requirements provided pursuant to Section 3.01 and upon
compliance with the conditions set forth below in this Article. Any such
election shall be evidenced by a Board Resolution or in another manner
specified as contemplated by Section 3.01 for such
Securities.


15.02        
Defeasance and
Discharge.


Upon the Issuer’s
exercise of its option (if any) to have this Section applied to any Securities
or any series of Securities, as the case may be, the Obligors shall be deemed
to have been discharged from their obligations with respect to such Securities
as provided in this Section on and after the date the conditions set forth in
Section 15.04 are
satisfied (hereinafter called “Defeasance”). For this purpose, such
Defeasance means that the Issuer shall be deemed to have paid and discharged
the entire indebtedness 




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represented by such Securities
and to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Issuer, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (a) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 15.04 and as more
fully set forth in such Section, payments in respect of the principal of and
any premium and interest on such Securities when payments are due, (b) the
Obligors’ obligations with respect to such Securities under Sections 3.04, 3.07, 3.08, 12.02 and 12.03, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (d)
this Article. Subject to compliance with this Article, the Issuer may exercise
its option (if any) to have this Section applied to any Securities
notwithstanding the prior exercise of its option (if any) to have Section 15.03 applied to
such Securities.


15.03        
Covenant Defeasance.


Upon the Issuer’s
exercise of its option (if any) to have this Section applied to any Securities
or any series of Securities, as the case may be, (a) the Obligors shall be
released from their obligations under clause (c) of Section 10.01 and any
covenants provided pursuant to clause r) of
Section 3.01,
Section 12.05 or
clause c) or h) of
Section 11.01 for the
benefit of the Holders of such Securities, and (b) the occurrence of any event
specified in clause d) of
Section 7.01 (with
respect to any of clause (c) of Section 10.01 and any
such covenants provided pursuant to clause r) of
Section 3.01,
Section 12.05 or
clause c) or h) of
Section 11.01) or
clause e) of
Section 7.01 shall be
deemed not to be or result in an Event of Default, in each case with respect to
such Securities as provided in this Section on and after the date the
conditions set forth in Section 15.04 are
satisfied (hereinafter called “Covenant Defeasance”). For this purpose,
such Covenant Defeasance means that, with respect to such Securities, the
Obligors may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such specified Section (to the
extent so specified in the case of clause d) of
Section 7.01), whether
directly or indirectly by reason of any reference elsewhere herein to any such
Section or Article or by reason of any reference in any such Section or Article
to any other provision herein or in any other document, but the remainder of
this Indenture and such Securities shall be unaffected thereby.


15.04        
Conditions to
Defeasance or Covenant Defeasance.


The following shall
be the conditions to the application of Section 15.02 or
Section 15.03 to any
Securities or any series of Securities and any related Guarantee, as the case
may be:


a)                  
The Issuer shall
irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee which satisfies the requirements contemplated by Section 8.09 and agrees to comply with the provisions of this
Article 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 benefits of the Holders of such Securities, (i) money
in an amount, or (ii) Canadian Government Obligations 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, money in an amount, or (iii) a combination thereof, in each case
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 any such other qualifying trustee) to pay and discharge, the principal of
and any premium and interest on such Securities on the respective Stated
Maturities, in accordance with the terms of this Indenture and such Securities.



b)                  
In the event of an
election to have Section 15.02 apply to any Securities or any series of Securities,
as the case may be, (i) the Issuer shall have received from, or there shall
have been published by, the Canada Revenue Agency a ruling or (ii) since the
date of this instrument, there shall have been a change in the applicable
Canadian federal income tax law, in either case (i) or (ii) to the effect that
the Holders of such Securities will not recognize income, gain or loss for
Canadian federal income tax purposes as a result of the deposit, Defeasance and
discharge to be effected with respect to such Securities and that Holders will
be subject to Canadian federal income tax on the same amount, in the same
manner and at the same times as would be the case if such deposit, Defeasance
and discharge were not to occur and the Issuer delivers to the Trustee a legal
opinion confirming the tax law change or Canada Revenue Agency ruling described
in (i) or (ii) above, as applicable.


c)                  
In the event of an
election to have Section 15.03 apply to any Securities or any series of Securities,
as the case may be, either:


                                                      
i.              
(A) the Issuer shall
have received from, or there shall have been published by, the Canada Revenue
Agency a ruling, or (B) since the date of this instrument, there shall have
been a change in the applicable Canadian federal income tax law, in either case
(A) or (B) to the effect that the Holders of such Securities will not recognize
income gain or loss for Canadian federal income tax purposes as a result of the
deposit, Defeasance and discharge to be effected with respect to such
Securities and that Holders will be subject to 




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Canadian
federal income tax on the same amount, in the same manner and at the same times
as would be the case if such deposit, Defeasance and discharge were not to occur
and the Issuer delivers to the Trustee a legal opinion confirming the tax law
change or Canada Revenue Agency ruling described in (A) or (B) above, as
applicable; or


                                                    
ii.              
the Issuer shall have
delivered to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee to the effect that the Holders of such Securities will not recognize
gain or loss for Canadian federal income tax purposes as a result of the
deposit and Covenant Defeasance to be effected with respect to such Securities
and will be subject to Canadian federal income tax on the same amount, in the
same manner and at the same times as would be the case if such deposit and
Covenant Defeasance were not to occur.


d)                  
The Issuer shall have
delivered to the Trustee an Officer’s Certificate to the effect that neither
such Securities nor any other Securities of the same series, if then listed on
any securities exchange, will be delisted as a result of such deposit.


e)                  
No event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to such Securities or any other Securities shall have occurred and be
continuing at the time of such deposit or, with regard to any such event
specified in clause e) or f) of Section 7.01, at any time on or prior to the 90th day after the
date of such deposit (it being understood that this condition shall not be
deemed satisfied until after such 90th day).


f)                   
Such Defeasance or
Covenant Defeasance shall not cause the Trustee to have a conflicting interest.


g)                  
Such Defeasance or
Covenant Defeasance shall not result in a breach or violation of, or constitute
a default under, any other agreement or instrument to which the Obligors are a
party or by which they are bound.


h)                  
Such Defeasance or
Covenant Defeasance shall not result in the trust arising from such deposit
constituting an investment company within the meaning of the Investment Company
Act unless such trust shall be registered under the Investment Company Act or
exempt from registration thereunder.


i)                    
At the time of such
deposit, (i) no default in the payment of any principal of or premium or
interest on any Senior Debt shall have occurred and be continuing, (ii) no
event of default with respect to any Senior Debt shall have resulted in such
Senior Debt becoming, and continuing to be, due and payable prior to the date
on which it would otherwise have become due and payable (unless payment of such
Senior Debt has been made or duly provided for), and (iii) no other event of default
with respect to any Senior Debt shall have occurred and be continuing
permitting (after notice or lapse of time or both) the holders of such Senior
Debt (or a trustee on behalf of such holders) to declare such Senior Debt due
and payable prior to the date on which it would otherwise have become due and
payable.


j)                   
The Issuer shall have
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each stating that all conditions precedent with respect to such Defeasance or
Covenant Defeasance have been complied with.


15.05        
Deposited Money and
Canadian Government Obligations to Be Held in Trust; Miscellaneous Provisions.


Subject to the
provisions of the last paragraph of Section 12.03, all money
and Canadian Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 15.06, the
Trustee and any such other trustee are referred to collectively as the “Trustee”)
pursuant to Section 15.04 in respect
of any Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any such Paying Agent (including the Issuer
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal and any premium and interest, but money so held in trust need not be
segregated from other funds except to the extent required by law.


The Issuer shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the Canadian Government Obligations deposited pursuant to
Section 15.04 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 Outstanding
Securities.


Anything in this
Article to the contrary notwithstanding, the Trustee shall deliver or pay to
the Issuer from time to time upon Issuer Request any money or Canadian.
Government Obligations held by it as provided in Section 15.04 with
respect to any Securities 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 the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.







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15.06        
Reinstatement. 


If the Trustee or
the Paying Agent is unable to apply any money in accordance with this Article
with respect to any Securities by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations under this Indenture and such Securities from
which the Obligors have been discharged or released pursuant to Section 15.02 or 15.03 shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to
Section 15.05 with
respect to such Securities in accordance with this Article; provided, however,
that if the Obligors make any payment of principal of or any premium or
interest on any such Security following such reinstatement of its obligations,
the Obligors shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in trust.


This instrument 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 instrument. In proving the existence of this Indenture it
shall not be necessary to produce more than one copy.


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


	
   

  	
   

  	
  HCN CANADIAN HOLDINGS-1 LP, by its general partner
  HCN Canadian Holdings GP-1 Ltd.

  
	
  Per:

  	
  /s/
  Scott A. Estes

  
	
   

  	
  Name:    Scott A. Estes

  
	
   

  	
  Title:       Executive Vice
  President and Chief Financial Officer

  






 





 






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  WELLTOWER INC.

  
	
  Per:

  	
  /s/
  Scott A. Estes

  
	
   

  	
  Name:    Scott A. Estes

  
	
   

  	
  Title:       Executive Vice
  President and Chief Financial Officer

  












 






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  BNY TRUST COMPANY OF CANADA, as Trustee

  
	
  Per:

  	
  /s/ Farhan Mir

  
	
   

  	
  Name:    Farhan Mir

  
	
   

  	
  Title:       Authorized
  Signatory

  






 


 








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