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   Exhibit 4.1  


INDENTURE 


between 


THE TORONTO-DOMINION BANK 


and 


THE BANK OF NEW YORK, as Trustee 


Dated as of                                , 2005




	 





	 





	 





	 





	 





	 




1








  



 
 
 

CROSS REFERENCE SHEET(1)    
    


        Provisions of Trust Indenture Act of 1939 and Indenture to be dated as
of                        , 2005, between THE TORONTO-DOMINION BANK and THE BANK OF NEW YORK,
Trustee: 



	Section of the Act


	 	Section of Indenture


	 

	310(a)(1) and (2)	 	6.09	 
	310(a)(3) and (4)	 	Inapplicable	 
	310(b)	 	6.08 and 6.10 (a), (b) and (d)	 
	310(c)	 	Inapplicable	 
	311(a)	 	6.13	 
	311(b)	 	6.13	 
	311(c)	 	Inapplicable	 
	312(a)	 	4.01	 
	312(b)	 	4.02	 
	312(c)	 	4.02	 
	313(a)	 	4.04	 
	313(b)(1)	 	Inapplicable	 
	313(b)(2)	 	4.04	 
	313(c)	 	4.04	 
	313(d)	 	4.04	 
	314(a)	 	4.03	 
	314(b)	 	Inapplicable	 
	314(c)(1) and (2)	 	12.06	 
	314(c)(3)	 	Inapplicable	 
	314(d)	 	Inapplicable	 
	314(e)	 	12.06	 
	314(f)	 	Inapplicable	 
	315(a), (c) and (d)	 	6.01	 
	315(b)	 	5.11	 
	315(e)	 	5.12	 
	316(a)(1)	 	5.09	 
	316(a)(2)	 	Not required	 
	316(a) (last sentence)	 	7.04	 
	316(b)	 	5.07	 
	317(a)	 	5.02	 
	317(b)	 	3.04(a) and (b)	 
	318(a)	 	12.08	 






	(1)
	This
Cross Reference Sheet is not part of the Indenture. 


2








  



 
 
 

TABLE OF CONTENTS    
    



	 
	 
	 	Page

	 ARTICLE I DEFINITIONS	 	1
	 	
  Section 1.01.	

Certain Terms Defined	
 	

1
	
  ARTICLE II SECURITIES	
 	

6
	 	
  Section 2.01.	

Forms Generally	
 	

6
	 	 Section 2.02.	Form of Trustee's Certificate of Authentication	 	6
	 	 Section 2.03.	Amount Unlimited; Issuable in Series; Ranking of the Securities; Terms of the Series	 	7
	 	 Section 2.04.	Authentication and Delivery of Securities	 	9
	 	 Section 2.05.	Execution of Securities	 	12
	 	 Section 2.06.	Certificate of Authentication	 	12
	 	 Section 2.07.	Denomination and Date of Securities; Payments of Interest	 	12
	 	 Section 2.08.	Registration, Transfer and Exchange	 	13
	 	 Section 2.09.	Mutilated, Defaced, Destroyed, Lost and Stolen Securities	 	16
	 	 Section 2.10.	Cancellation of Securities; Disposition Thereof	 	17
	 	 Section 2.11.	Temporary Securities	 	17
	 	 Section 2.12.	CUSIP Numbers	 	18
	
  ARTICLE III COVENANTS OF THE ISSUER	
 	

18
	 	
  Section 3.01.	

Payment of Principal and Interest	
 	

18
	 	 Section 3.02.	Offices for Payments, etc.	 	19
	 	 Section 3.03.	Appointment to Fill a Vacancy in Office of Trustee	 	20
	 	 Section 3.04.	Paying Agents	 	20
	 	 Section 3.05.	Written Statement to Trustee	 	20
	 	 Section 3.06.	Branch, Agency or Office	 	21
	
  ARTICLE IV SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE	
 	

21
	 	
  Section 4.01.	

Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders	
 	

21
	 	 Section 4.02.	Preservation and Disclosure of Securityholders Lists	 	21
	 	 Section 4.03.	Reports by the Issuer	 	22
	 	 Section 4.04.	Reports by the Trustee	 	22
	
  ARTICLE V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	
 	

22
	 	
  Section 5.01.	

Event of Default Defined; Acceleration of Maturity; Waiver of Default	
 	

22




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	 	 Section 5.02.	Collection of Indebtedness by Trustee; Trustee May Prove Debt	 	24
	 	 Section 5.03.	Application of Proceeds	 	26
	 	 Section 5.04.	Suits for Enforcement	 	27
	 	 Section 5.05.	Restoration of Rights on Abandonment of Proceedings	 	27
	 	 Section 5.06.	Limitations on Suits by Securityholders	 	27
	 	 Section 5.07.	Unconditional Right of Securityholders to Institute Certain Suits	 	28
	 	 Section 5.08.	Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	 	28
	 	 Section 5.09.	Control by Holders of Securities	 	28
	 	 Section 5.10.	Waiver of Past Defaults	 	28
	 	 Section 5.11.	Trustee to Give Notice of Default; But May Withhold in Certain Circumstances	 	29
	 	 Section 5.12.	Right of Court to Require Filing of Undertaking to Pay Costs	 	29
	
  ARTICLE VI CONCERNING THE TRUSTEE	
 	

30
	 	
  Section 6.01.	

Duties and Responsibilities of the Trustee; During Default; Prior to Default	
 	

30
	 	 Section 6.02.	Certain Rights of the Trustee	 	31
	 	 Section 6.03.	Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof	 	32
	 	 Section 6.04.	Trustee and Agents May Hold Securities or Coupons; Collections, etc	 	32
	 	 Section 6.05.	Moneys Held by Trustee	 	33
	 	 Section 6.06.	Compensation and Indemnification of Trustee and Its Prior Claim	 	33
	 	 Section 6.07.	Right of Trustee to Rely on Officer's Certificate, etc	 	33
	 	 Section 6.08.	Conflicting Interests	 	34
	 	 Section 6.09.	Persons Eligible for Appointment as Trustee	 	34
	 	 Section 6.10.	Resignation and Removal; Appointment of Successor Trustee	 	34
	 	 Section 6.11.	Acceptance of Appointment by Successor Trustee	 	36
	 	 Section 6.12.	Merger, Conversion, Consolidation or Succession to Business of Trustee	 	37
	 	 Section 6.13.	Preferential Collection of Claims Against the Issuer	 	37
	 	 Section 6.14.	Appointment of Authenticating Agent	 	37
	
  ARTICLE VII CONCERNING THE SECURITYHOLDERS	
 	

38
	 	
  Section 7.01.	

Evidence of Action Taken by Securityholders	
 	

38
	 	 Section 7.02.	Proof of Execution of Instruments and of Holding of Securities	 	38
	 	 Section 7.03.	Holders to Be Treated as Owners	 	39
	 	 Section 7.04.	Securities Owned by Issuer Deemed Not Outstanding	 	40
	 	 Section 7.05.	Right of Revocation of Action Taken	 	40
	
  ARTICLE VIII SUPPLEMENTAL INDENTURES	
 	

41
	 	
  Section 8.01.	

Supplemental Indentures Without Consent of Securityholders	
 	

41
	 	 Section 8.02.	Supplemental Indentures with Consent of Securityholders	 	42
	 	 Section 8.03.	Effect of Supplemental Indenture	 	44




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	 	 Section 8.04.	Documents to Be Given to Trustee	 	44
	 	 Section 8.05.	Notation on Securities in Respect of Supplemental Indentures	 	44
	
  ARTICLE IX CONSOLIDATION, MERGER, SALE OR CONVEYANCE	
 	

44
	 	
  Section 9.01.	

Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions	
 	

44
	 	 Section 9.02	Successor Corporation Substituted	 	45
	 	 Section 9.03.	Opinion of Counsel Delivered to Trustee	 	45
	
  ARTICLE X SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS	
 	

45
	 	
  Section 10.01.	

Satisfaction and Discharge of Indenture	
 	

45
	 	 Section 10.02.	Application by Trustee of Funds Deposited for Payment of Securities	 	49
	 	 Section 10.03.	Repayment of Moneys Held by Paying Agent	 	49
	 	 Section 10.04.	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	 	49
	 	 Section 10.05.	Indemnity for U.S. Government Obligations	 	50
	
  ARTICLE XI REDEMPTION OF SECURITIES AND SINKING FUNDS	
 	

50
	 	
  Section 11.01.	

Applicability of Article	
 	

50
	 	 Section 11.02.	Notice of Redemption; Partial Redemptions	 	50
	 	 Section 11.03.	Payment of Securities Called for Redemption	 	51
	 	 Section 11.04.	Exclusion of Certain Securities from Eligibility for Selection for Redemption	 	52
	 	 Section 11.05	Mandatory and Optional Sinking Funds	 	52
	
  ARTICLE XII MISCELLANEOUS PROVISIONS	
 	

54
	 	
  Section 12.01.	

Stockholders, Officers and Directors of Issuer Exempt from Individual Liability	
 	

54
	 	 Section 12.02	Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities and Coupons	 	55
	 	 Section 12.03	Successors and Assigns of Issuer Bound by Indenture	 	55
	 	 Section 12.04.	Notices and Demands on Issuer, Trustee and Holders of Securities and Coupons	 	55
	 	 Section 12.05.	Agent for Service; Submission to Jurisdiction; Waiver of Immunities	 	56
	 	 Section 12.06.	Officer's Certificates and Opinions of Counsel; Statements to Be Contained Therein	 	56
	 	 Section 12.07	Payments Due on Saturdays, Sundays or Holidays	 	57
	 	 Section 12.08.	Conflict of Any Provision of Indenture with Trust Indenture Act	 	57
	 	 Section 12.09.	New York Law to Govern	 	57
	 	 Section 12.10.	Counterparts	 	57
	 	 Section 12.11.	Effect of Headings	 	57
	 	 Section 12.12.	Securities in a Foreign Currency	 	57




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	 	 Section 12.13.	Judgment Currency	 	58




iv











        THIS INDENTURE, dated as of                , 2005 between THE TORONTO-DOMINION BANK, a financial institution governed by
the Bank Act (Canada) (the "Issuer"), and THE BANK OF NEW
YORK, a New York banking corporation, as trustee (the "Trustee"), 


W I T N E S S E T H:  


        WHEREAS, the Issuer has duly authorized the issue from time to time of its debentures, notes or other evidences of indebtedness (the "Securities") to be
issued in one or more Series up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture; 



        WHEREAS,
the Issuer has duly authorized the execution and delivery of this Indenture to provide, among other things, for the authentication, delivery and administration of the
Securities; and 


        WHEREAS,
all things necessary to make this Indenture a valid and legally binding indenture and agreement according to its terms have been done; 


        NOW,
THEREFORE: In consideration of the premises and the purchases of the Securities by the holders thereof, the Issuer and the Trustee mutually covenant and agree for the equal and
proportionate benefit of the respective holders from time to time of the Securities and of the coupons, if any, appertaining thereto as follows: 


 
 

ARTICLE I
  
    DEFINITIONS    
    


        Section 1.01.    Certain Terms Defined.    The following terms (except as otherwise expressly provided or
unless the context otherwise clearly requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section. All other terms
used in this Indenture that are defined in the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), or the definitions of which in the U.S. Securities Act of
1933, as amended (the "Securities Act"), are referred to in the Trust Indenture Act, including terms defined therein by reference to the Securities Act (except as herein otherwise expressly
provided or unless the context otherwise requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of this Indenture. 


        All
accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles in Canada, including
the accounting requirements of the Superintendent of Financial Institutions Canada, and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" means such
accounting principles as are generally accepted at the time of any computation. 







 

        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. The
terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular. 


        "Authenticating Agent" shall have the meaning set forth in Section 6.14. 



        "Authorized Publication" means, with respect to notice to the Holders of any Unregistered Securities, any publication of such notice in a
newspaper authorized by the Trustee or any other publication or notice in lieu thereof which is made or given with the approval of the Trustee, in each case, in such manner as deemed appropriate by
the Trustee. 


        "Board of Directors" means either (i) the Board of Directors of the Issuer or any committee of such Board duly authorized to act on
its behalf or (ii) one or more duly authorized officers of the Issuer to whom the Board of Directors of the Issuer or a committee thereof has delegated the authority to act with respect to the
matters contemplated by this Indenture. 


        "Board Resolution" means (i) a copy of one or more resolutions, certified by the secretary or an assistant secretary of the Issuer
to have been duly adopted or consented to by the Board of Directors and to be in full force and effect, or (ii) a certificate signed by the authorized officer or officers of the Issuer to whom
the Board of Directors of the Issuer or a committee thereof has delegated its authority (as described in the definition of Board of Directors), and in each case, and delivered to the Trustee. 


        "Business Day" means, with respect to any Security, a day that in the city (or in any of the cities, if more than one) in which
amounts are payable, as specified in accordance with Section 2.03, is not a day on which banking institutions are authorized or required by law or regulation to close or a day on which
transactions in the currency in which the Securities are payable are not conducted. 


        "Code" means the U.S. Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. 


        "Commission" means the U.S. Securities and Exchange Commission, as from time to time constituted, created under the
U.S. Securities Exchange Act of 1934, or if at any time after the execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the
Trust Indenture Act, then the body performing such duties on such date. 


        "Corporate Trust Office" means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular
time, be principally administered, which office is, at the date as of which this Indenture is dated, located at 101 Barclay Street, Floor 21W, New York, New York 10286, Attention:
Global Finance Unit. 


        "Coupon" means any interest coupon appertaining to a Security. 


        "covenant defeasance" shall have the meaning set forth in Section 10.01(c). 


        "Depositary" means, with respect to the Securities of any Series issuable or issued in the form of one or more Registered Global
Securities, the Person designated as Depositary by the Issuer pursuant to Section 2.03 until a successor Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Depositary" shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, "Depositary" as used with respect to
the Securities of any such Series shall mean the Depositary with respect to the Registered Global Securities of that Series. 


2







 

        "Dollar" means the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts. 


        "Event of Default" means any event or condition specified as such in Section 5.01. 


        "Foreign Currency" means a currency issued by the government of a country other than the United States (or any currency unit
comprised of such currencies). 


        "Holder," "Holder of Securities,"
"Securityholder" or other similar terms mean (a) in the case of any Registered Security, the Person in whose name such Security is registered in
the security register kept by the Issuer for that purpose in accordance with the terms hereof and (b) in the case of any Unregistered Security, the bearer of such Security, or any Coupon
appertaining thereto, as the case may be. 


        "Income Tax Act (Canada)" shall mean the Income Tax Act, R.S.C. 1985 (5th Supp.), as amended, and the regulations
promulgated thereunder. 


        "incorporated provision" shall have the meaning set forth in Section 12.08. 


        "Indenture" means this instrument as originally executed and delivered or, if amended or supplemented as herein provided, as so amended or
supplemented or both, and shall include the forms and terms of particular Series of Securities established as contemplated hereunder. 


        "Issuer" means (except as otherwise provided in Article VI) The Toronto-Dominion Bank, a financial institution governed by the Bank
Act (Canada) and, subject to Article IX, its successors and assigns. 


        "Issuer Order" means a written statement, request or order of the Issuer signed in its name by an Officer. 



        "Judgment Currency" shall have the meaning set forth in Section 12.13. 


        "mandatory sinking fund payment" shall have the meaning set forth in Section 11.05. 


        "Market Exchange Rate" shall have the meaning set forth in Section 12.12. 


        "New York Banking Day" shall have the meaning set forth in Section 12.13. 



        "Officer" means, with respect to the Issuer, any one of the following: the Chairman of the Board, the Chief Executive Officer, a Vice
Chair, a President, a Vice President, the Chief Financial Officer or an Assistant Secretary or any other person authorized by the Board of Directors to execute certain documents or perform certain
functions on behalf of the Issuer. 


3







 

        "Officer's Certificate" means a certificate (i) signed by an Officer and (ii) delivered to the Trustee. Each such
certificate shall comply with Section 314 of the Trust Indenture Act and include the statements provided for in Section 12.06. 


        "Opinion of Counsel" means an opinion in writing signed by legal counsel to the Issuer who may be an employee of or counsel to the Issuer.
Each such opinion shall comply with Section 314 of the Trust Indenture Act and include the statements provided for in Section 12.06. 



        "Optional sinking fund payment" shall have the meaning set forth in Section 11.05. 


        "Original issue date" of any Security (or portion thereof) means the earlier of (a) the date of such Security or
(b) the date of any Security (or portion thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution. 


        "Original Issue Discount Security" means any Security that 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 5.01 and that is so designated by an Officer. 


        "Outstanding" when used with reference to Securities, shall, subject to the provisions of Section 7.04, mean, as of any particular
time, all Securities authenticated and delivered by the Trustee under this Indenture, except 



	(a)
	Securities
theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;



	(b)
	Securities,
or portions thereof, for the payment or redemption of which moneys or U.S. Government Obligations (as provided for in Section 10.01) in the necessary
amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Issuer) or shall have been set aside, segregated and held in trust by the Issuer for the Holders of
such Securities (if the Issuer shall act as its own Paying Agent), provided that if such Securities, or portions thereof, are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as herein provided, or provision satisfactory to the Trustee shall have been made for giving such notice; and



	(c)
	Securities
which shall have been paid or in substitution for which other Securities shall have been authenticated and delivered pursuant to the terms of Section 2.09 (except
with respect to any such Security as to which proof satisfactory to the Trustee is presented that such Security is held by a person in whose hands such Security is a legal, valid and binding
obligation of the Issuer). 




        In
determining whether the Holders of the requisite principal amount of Outstanding Securities of any or all Series have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 5.01. 


4







 

        "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. 


        "Periodic Offering" means an offering of Securities of a Series from time to time, the specific terms of which Securities, including,
without limitation, the rate or rates of interest, if any, thereon, the Stated Maturity thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Issuer or its
agents upon the issuance of such Securities. 


        "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. 


        "principal" whenever used with reference to the Securities or any Security or any portion thereof, shall be deemed to include premium, if
any, and any other cash amounts payable under the Indenture, and the delivery of securities under the terms of the Securities. 


        "record date" shall have the meaning set forth in Section 2.07. 


        "Redemption Notice Period" shall have the meaning set forth in Section 11.02. 


        "Registered Global Security" means a Security evidencing all or a part of a Series of Registered Securities, issued to the Depositary for
such Series in accordance with Section 2.04, and bearing the legend prescribed in Section 2.04. 


        "Registered Security" means any Security registered on the Security register of the Issuer. 


        "Required Currency" shall have the meaning set forth in Section 12.13. 


        "Responsible Officer" when used with respect to the Trustee means any vice president (whether or not designated by numbers or words added
before or after the title "vice president"), the treasurer, any trust officer, any assistant trust officer, any assistant vice president, any assistant treasurer, or any other officer or assistant
officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 


        "Security" or "Securities" has the meaning stated in the recital of this Indenture, and
more particular means any Securities that have been authenticated and delivered under this Indenture. 



        "Series" means a separate series of Securities issued pursuant to this Indenture and a related Officer's Certificate of the Issuer which
series may be divided into two or more classes, as provided in such Officer's Certificate. 


        "sinking fund payment date" shall have the meaning set forth in Section 11.05. 


5







 

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


        "Trustee" means the Person identified as "Trustee" in the first paragraph hereof and, subject to the provisions of Article VI,
shall also include any successor trustee. "Trustee" shall also 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 the Securities of such Series. 


        "Unregistered Security" means any Security other than a Registered Security. 


        "U.S. Government Obligations" shall have the meaning set forth in Section 10.01(a). 


        "Yield to Maturity" means the yield to maturity on a Series of securities, calculated at the time of issuance of such Series, or,
if applicable, at the most recent redetermination of interest on such Series, and calculated in accordance with accepted financial practice. 


 
 

ARTICLE II
  
    SECURITIES    
    


        Section 2.01.    Forms Generally.    The Securities of each Series and the Coupons, if any, to be attached
thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board
Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer's Certificate detailing such establishment) 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 imprinted or otherwise reproduced
thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or
with any rules of any securities exchange or to conform to general usage, all as may be determined by the Officers executing such Securities and Coupons, if any, as evidenced by their execution of
such Securities and Coupons. 


        The
definitive Securities and Coupons, if any, 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 and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any. 


        Section 2.02.    Form
of Trustee's Certificate of Authentication.    The Trustee's certificate of authentication on all Securities
shall be in substantially the following form: 


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



	
 	
 	

  	

    
 as Trustee




6







 


	
 	
 	

By:	

    
 Authorized Signer
	
 	
 	

Dated:	

    
    





        If
at any time there shall be an Authenticating Agent appointed with respect to any Series of Securities, then the Trustee's Certificate of Authentication to be borne by the Securities
of each such Series shall be substantially as follows: 


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



	
 	
 	

  	

    
 as Authenticating Agent
	
 	
 	

By:	

    
 Authorized Signer





        Section 2.03.    Amount
Unlimited; Issuable in Series; Ranking of the Securities; Terms of the Series.    The aggregate principal
amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 


        The
Securities are unsecured and unsubordinated deposit liability obligations of the Issuer. The Securities may be issued in one or more Series and each such Series shall rank equally
and pari passu in right of payment with all deposit liabilities of the Issuer (except for obligations preferred by mandatory provisions of law).
There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to rather than set forth in a Board Resolution, in an Officer's Certificate
detailing such establishment) or established in one or more indentures supplemental hereto, prior to the initial 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 the Securities of all other Series;



	(b)
	any
limit upon the aggregate principal amount of the Securities of the Series that 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 2.08, 2.09, 2.11, 8.05 or 11.03);



	(c)
	if
other than Dollars, the coin or currency in which the Securities of that Series are denominated (including, but not limited to, any Foreign Currency);



	(d)
	the
date or dates on which the principal of or other amounts due under the Securities of the Series is payable or the method by which such date or dates shall be determined;;



	(e)
	the
rate or rates at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable
and (in the case of Registered Securities) on which a record shall be taken for the determination of Holders to whom interest is payable and/or the method by which such rate or rates or date or
dates shall be determined; 



7







 



	(f)
	the
place or places where the principal of, any interest on or other amounts due under the Securities of the Series shall be payable (if other than as provided in
Section 3.02);



	(g)
	the
right, if any, of the Issuer to redeem Securities, in whole or in part, at its option and the period or periods within which, the price or prices at which and any terms and
conditions, including the Redemption Notice Period, upon which Securities of the Series may be so redeemed, pursuant to any sinking fund or otherwise;



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



	(i)
	if
other than denominations of US$1,000 and any integral multiple thereof in the case of Registered Securities, or US$1,000 and US$5,000 in the case of Unregistered Securities, the
denominations in which Securities of the Series shall be issuable;



	(j)
	if
other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity
thereof;



	(k)
	if
other than the coin or currency in which the Securities of that Series are denominated, the coin or currency in which payment of the principal of or interest on the Securities of
such Series shall be payable;



	(l)
	if
the principal of, interest on or other amounts payable under, if any, the Securities of such Series are to be payable, at the election of the Issuer or a Holder thereof, in a coin
or currency other than that in which the Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;



	(m)
	if
the amount of payments of principal of and/or interest on, or other amounts payable under, the Securities of the Series may be determined with reference to an index based on a coin
or currency other than that in which the Securities of the Series are denominated, or with reference to any currencies, currency units, composite currencies, commodity prices, securities, baskets of
securities, indices, baskets of indices, interest rates, swap rates, baskets of swap rates or any other factors or other financial, economic or other measure or instrument, including the occurrence or
non-occurrence of any event or circumstance, the manner in which such amounts shall be determined;



	(n)
	the
terms and conditions, if any, upon which the Securities of such Series may or shall be convertible into or exchangeable or exercisable for or payable in, among other things, other
securities (whether or not issued by, or the obligation of, the Issuer), instruments, contracts, currencies, commodities or other forms of property, rights or interests or any combination of the
foregoing; 



8







 



	(o)
	whether
the Securities of the Series will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities) or
Unregistered Securities (with or without Coupons), or any combination of the foregoing, any restrictions applicable to the offer, sale, transfer, exchange or delivery of Unregistered Securities or
Registered Securities or the payment of interest thereon and, if other than as provided in Section 2.08, the terms upon which Unregistered Securities of any Series may be exchanged for
Registered Securities of such Series and vice versa;



	(p)
	whether
and under what circumstances the Issuer will pay additional amounts on the Securities of the Series in respect of any tax, assessment or governmental charge withheld or
deducted and, if so, whether the Issuer will have the option to redeem such Securities rather than pay such additional amounts;



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



	(r)
	any
Trustees, Depositaries, Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of such Series;



	(s)
	any
other events of default or covenants with respect to the Securities of such Series; and



	(t)
	any
other terms of the Series. 




        All
Securities of any one Series and Coupons, if any, appertaining thereto, shall be substantially identical, except in the case of Registered Securities as to denomination and except as
may otherwise be provided by or pursuant to the Board Resolution or Officer's Certificate referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one Series
need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution, such Officer's Certificate
or in any such indenture supplemental hereto. 


        Section 2.04.    Authentication
and Delivery of Securities.    The Issuer may deliver Securities of any Series having attached
thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon
authenticate and deliver such Securities to or upon the order of the Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee
and to such recipients as may be specified from time to time by an Issuer Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be provided with (in the case of subparagraphs 2.04(ii), 2.04(iii) and 2.04(iv) below only at or before the time of the first request of the
Issuer to the Trustee to authenticate Securities of such Series) and (subject to Section 6.01) shall be fully protected in relying upon, unless and until such documents have been superceded or
revoked: 


9







 

	(i)
	an
Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer,
provided that, with respect to Securities of a Series subject to a Periodic Offering, (a) such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of
such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such Series for original issue from time to time, in an aggregate principal amount
not exceeding the aggregate principal amount established for such Series, pursuant to an Issuer Order or pursuant to procedures acceptable to the Trustee as may be specified from time to time by an
Issuer Order and (c) the maturity date or dates, original issue date or dates, interest rate or rates and any other terms of Securities of such Series (including Redemption Notice Periods)
shall be determined by an Issuer Order or pursuant to such procedures;



	(ii)
	any
Board Resolution, Officer's Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the forms
and terms of the Securities and Coupons, if any, were established;



	(iii)
	an
Officer's Certificate setting forth the form or forms and terms of the Securities and Coupons, if any, stating that the form or forms and terms of the Securities
and Coupons, if any, have been established pursuant to Sections 2.01 and 2.03 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and



	(iv)
	at
the option of the Issuer, either an Opinion of Counsel, or a letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the
effect that:



	A.
	the
forms of the Securities and Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture;



	B.
	the
terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, or if certain terms of the Securities are to be established
pursuant to procedures set forth in an Issuer Order, a Board Resolution, an Officer's Certificate or a supplemental indenture in accordance with this Indenture, when such terms are established in
accordance with such procedures, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; and 






10







 


	C.
	when
the Securities and Coupons, if any, have been executed by the Issuer and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly
paid for by the purchasers thereof, they will have been duly issued under this Indenture and will be valid and binding obligations of the Issuer, enforceable in accordance with their respective terms. 





        In
rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other than the State of New York and the federal law of the
United States, upon opinions of other counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall
state that such counsel believes he and the Trustee are entitled to so rely. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent he
deems proper, upon certificates of Officers of the Issuer and certificates of public officials. 


        The
Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not
lawfully be taken by the Issuer or if the Trustee in good faith by a trust committee of trustees or Responsible Officers of the Trustee shall determine that such action would expose the Trustee to
personal liability to existing Holders or would affect the Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise. 


        If
the Issuer shall establish pursuant to Section 2.03 that the Securities of a Series are to be issued in the form of one or more Registered Global Securities, then the Issuer
shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series, authenticate and deliver one or more Registered Global Securities that
(i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such Series issued and not yet cancelled, (ii) shall be
registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive
registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." 


        Each
Depositary designated pursuant to Section 2.03 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the
Securities Exchange Act of 1934 and any other applicable statute or regulation. 


11







 

        Section 2.05.    Execution
of Securities.    The Securities and, if applicable, each Coupon appertaining thereto shall be signed
on behalf of the Issuer by an Officer or, if applicable, Coupons, which Securities or Coupons may, but need not, be attested. Such signatures may be the manual or facsimile signatures of the present
or any future such Officers. Minor errors or defects in any such reproduction of any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee. 


        In
case any Officer of the Issuer who shall have signed any of the Securities or Coupons, if any, shall cease to be such Officer before the Security or Coupon so signed (or the
Security to which the Coupon so signed appertains) shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security or Coupon nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Security or Coupon had not ceased to be such Officer of the Issuer; and any Security or Coupon may be signed on behalf of the Issuer by
such persons as, at the actual date of the execution of such Security or Coupon, shall be the proper Officers of the Issuer, although at the date of the execution and delivery of this Indenture any
such person was not such an Officer. 


        Section 2.06.    Certificate
of Authentication.    Only such Securities as shall bear thereon a certificate of authentication
substantially in the form hereinbefore recited, executed by the Trustee by the manual signature of one of its authorized Officers, shall be entitled to the benefits of this Indenture or be valid or
obligatory for any purpose. No Coupon shall be entitled to the benefits of this Indenture or shall be valid and obligatory for any purpose until the certificate of authentication on the Security to
which such Coupon appertains shall have been duly executed by the Trustee. The execution of such certificate by the Trustee upon any Security executed by the Issuer shall be conclusive evidence that
the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. 


        Section 2.07.    Denomination
and Date of Securities; Payments of Interest.    The Securities of each Series shall be issuable as
Registered Securities or Unregistered Securities in denominations established as contemplated by Section 2.03 or, with respect to the Registered Securities of any Series, if not so established,
in denominations of US$1,000 and any integral multiple thereof. If denominations of Unregistered Securities of any Series are not so established, such Securities shall be issuable in denominations of
US$1,000 and US$5,000. The Securities of each Series shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the Officers of the Issuer executing the
same may determine with the approval of the Trustee, as evidenced by the execution and authentication thereof. 


        Each
Registered Security shall be dated the date of its authentication. Each Unregistered Security shall be dated as provided in the resolution or resolutions of the Board of Directors
of the Issuer referred to in Section 2.03. The Securities of each Series shall bear interest, if any, from the date, and such interest shall be payable on the dates, established as contemplated
by Section 2.03. 


        The
Person in whose name any Registered Security of any Series is registered at the close of business on any record date applicable to a particular Series with respect to any interest
payment date for such Series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any transfer or exchange of such Registered Security subsequent to
the record date and prior to such interest payment date, except if and to the extent the Issuer shall default in the payment of the interest due on such interest payment date for such Series, in which
case such defaulted interest shall be paid to the Persons in whose names Outstanding Registered Securities for such Series are registered at the close of business on a subsequent record date (which
shall be not less than five Business Days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the Holders of Registered
Securities not less than 15 days preceding such subsequent record date. The term "record date" as used with respect to any interest payment date (except a date for payment of defaulted
interest) for the Securities of any Series shall mean the date specified as such in the terms of the Registered Securities of such Series established as contemplated by Section 2.03, or, if no
such date is so established, if such interest payment date is the first day of a calendar month, the fifteenth day of the next preceding calendar month or, if such interest payment date is the
fifteenth day of a calendar month, the first day of such calendar month, whether or not such record date is a Business Day. 


12







 

        Section 2.08.    Registration,
Transfer and Exchange.    The Issuer shall cause to be kept at the Corporate Trust Office of the
Trustee a register in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Registered Securities and of transfers of Registered
Securities. The Trustee is hereby appointed Security Registrar for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided. 


        Upon
due presentation for registration of transfer of any Registered Security of any Series at any such office or agency to be maintained for the purpose as provided in
Section 3.02, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of the same
Series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. Unregistered Securities (except for any temporary global Unregistered
Securities) and Coupons (except for Coupons attached to any temporary global Unregistered Securities) shall be transferable by delivery. 



        At
the option of the Holder thereof, Registered Securities of any Series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security
or Registered Securities of such Series having authorized denominations and an equal aggregate principal amount, upon surrender of such Registered Securities to be exchanged at the agency of the
Issuer that shall be maintained for such purpose in accordance with Section 3.02 and upon payment, if the Issuer shall so require, of the charges hereinafter provided. If the Securities
of any Series are issued in both registered and unregistered form, except as otherwise specified pursuant to Section 2.03, at the option of the Holder thereof, Unregistered Securities of any
Series may be exchanged for Registered Securities of such Series having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged
at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.02, with, in the case of Unregistered Securities that have Coupons attached, all unmatured
Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Issuer shall so require, of the charges hereinafter provided. At the option of the Holder thereof, if
Unregistered Securities of any Series, maturity date, interest rate and original issue date are issued in more than one authorized denomination, except as otherwise specified pursuant to
Section 2.03, such Unregistered Securities may be exchanged for Unregistered Securities of such Series having authorized denominations and an equal aggregate principal amount, upon surrender of
such Unregistered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.02 or as specified pursuant to
Section 2.03, with, in the case of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the
Issuer shall so require, of the charges hereinafter provided. Unless otherwise specified pursuant to Section 2.03, Registered Securities of any Series may not be exchanged for Unregistered
Securities of such Series. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive. All Securities and Coupons surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and disposed of by the Trustee and the
Trustee will deliver a certificate of disposition thereof to the Issuer. 


13







 

        All
Registered Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by the Holder or his attorney duly authorized in writing. 


        The
Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of
Securities. No service charge shall be made for any such transaction. 


        The
Issuer shall not be required to exchange or register a transfer of (a) any Securities of any Series for a period of 15 days next preceding the first mailing of notice
of redemption of Securities of such Series to be redeemed or (b) any Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Security to be
redeemed in part, the portion thereof not so to be redeemed or (c) any Securities if the Holder thereof has exercised any right to require the Issuer to repurchase such Securities, in whole or
in part, except, in the case of any Security to be repurchased in part, the portion thereof not so to be repurchased. 


        Notwithstanding
any other provision of this Section 2.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global
Security representing all or a portion of the Securities of a Series may not be transferred except as a whole by the Depositary for such Series to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such Series or a nominee of such successor Depositary. 


        If
at any time the Depositary for any Registered Securities of a Series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to
continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.04, the Issuer shall appoint a
successor Depositary eligible under Section 2.04 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.04 for such Registered Securities
is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.03 that such
Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officer's Certificate for
the authentication and delivery of definitive Securities of such Series, will authenticate and deliver, Securities of such Series in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered
Global Security or Securities. 


14







 

        The
Issuer may at any time and in its sole discretion determine that the Registered Securities of any Series issued in the form of one or more Registered Global Securities shall no
longer be represented by a Registered Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officer's Certificate for the authentication and
delivery of definitive Securities of such Series, will authenticate and deliver, Securities of such Series in definitive registered form without coupons, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities, in exchange for such Registered Global Security or
Securities. 


        If
specified by the Issuer pursuant to Section 2.03 with respect to Securities represented by a Registered Global Security, the Depositary for such Registered Global Security may
surrender such Registered Global Security in exchange in whole or in part for Securities of the same Series in definitive registered form on such terms as are acceptable to the Issuer and such
Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge, 



	(i)
	to
the Person specified by such Depositary a new Registered Security or Securities of the same Series, of any authorized denominations as requested by such Person, in an
aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Registered Global Security; and



	(ii)
	to
such Depositary a new Registered Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Registered Global
Security and the aggregate principal amount of Registered Securities authenticated and delivered pursuant to clause 2.08(a) (i) above. 




        Upon
the exchange of a Registered Global Security for Securities in definitive registered form without coupons, in authorized denominations, such Registered Global Security shall be
cancelled by the Trustee or an agent of the Issuer or the Trustee. Securities in definitive registered form without coupons issued in exchange for a Registered Global Security pursuant to this
Section 2.08 shall be registered in such names and in such authorized denominations as the Depositary for such Registered Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names
such Securities are so registered. 


15







 

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


        Notwithstanding
anything herein or in the terms of any Series of Securities to the contrary, none of the Issuer, the Trustee or any agent of the Issuer or the Trustee (any of
which, other than the Issuer, shall rely on an Officer's Certificate and an Opinion of Counsel) shall be required to exchange any Unregistered Security for a Registered Security, or any Registered
Security for an Unregistered Security, if such exchange would be likely to result in adverse U.S. or Canadian federal income tax consequences to the Issuer (such as, for example, the inability of the
Issuer to deduct from its income, as computed for U.S. or Canadian federal income tax purposes, the interest payable on the Unregistered Securities) under then applicable U.S. or Canadian federal
income tax laws or the loss of an exemption from the application of Canadian withholding tax in respect of amounts paid on the Security in question. 


        Section 2.09.    Mutilated,
Defaced, Destroyed, Lost and Stolen Securities.    In case any temporary or definitive Security or any
Coupon appertaining to any Security shall become mutilated, defaced or be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon the written request of any Officer of the
Issuer, the Trustee shall authenticate and deliver a new Security of the same Series, maturity date, interest rate and original issue date, bearing a number or other distinguishing symbol not
contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen with Coupons
corresponding to the Coupons appertaining to the Securities so mutilated, defaced, destroyed, lost or stolen, or in exchange or substitution for the Security to which such mutilated, defaced,
destroyed, lost or stolen Coupon appertained, with Coupons appertaining thereto corresponding to the Coupons so mutilated, defaced, destroyed, lost or stolen. In every case the applicant for a
substitute Security or Coupon shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as may be required by them to indemnify and defend
and to save each of them harmless and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Security or Coupon and of the ownership
thereof and in the case of mutilation or defacement shall surrender the Security and related Coupons to the Trustee or such agent. 


        Upon
the issuance of any substitute Security or Coupon, 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 or its agent) connected therewith. In case any Security or Coupon which has matured or is about to mature or has
been called for redemption in full shall become mutilated or defaced or be destroyed, lost or stolen, the Issuer may instead of issuing a substitute Security, pay or authorize the payment of the same
or the relevant Coupon (without surrender thereof except in the case of a mutilated or defaced Security or Coupon), if the applicant for such payment shall furnish to the Issuer and to the Trustee and
any agent of the Issuer or the Trustee such security or indemnity as any of them may require to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security or Coupon and of the ownership
thereof. 


16







 

        Every
substitute Security or Coupon of any Series issued pursuant to the provisions of this Section by virtue of the fact that any such Security or Coupon is destroyed, lost or stolen
shall constitute an additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security or Coupon shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights set forth in) this Indenture equally and proportionately with any and all other Securities or Coupons of such Series
duly authenticated and delivered hereunder. All Securities and Coupons shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen Securities and Coupons and shall preclude any and all other rights or remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. 



        Section 2.10.    Cancellation
of Securities; Disposition Thereof.    All Securities and Coupons surrendered for payment,
redemption, registration of transfer or exchange, or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee or
any agent of the Trustee, shall be delivered to the Trustee or its agent for cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no Securities or Coupons shall be issued in
lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee or its agent shall dispose of cancelled Securities and Coupons held by it and deliver a certificate
of disposition to the Issuer. If the Issuer or its agent shall acquire any of the Securities or Coupons, such acquisition shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities or Coupons unless and until the same are delivered to the Trustee or its agent for cancellation. 


        Section 2.11.    Temporary
Securities.    Pending the preparation of definitive Securities for any Series, the Issuer may execute
and the Trustee shall authenticate and deliver temporary Securities for such Series (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Trustee).
Temporary Securities of any Series shall be issuable as Registered Securities without coupons, or as Unregistered Securities with or without coupons attached thereto, of any authorized denomination,
and substantially in the form of the definitive Securities of such Series but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by
the Issuer with the concurrence of the Trustee as evidenced by the execution and authentication thereof. Temporary Securities may contain such references to any provisions of this Indenture as may be
appropriate. Every temporary Security shall be executed by the Issuer and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the
definitive Securities. Without unreasonable delay the Issuer shall execute and shall furnish definitive Securities of such Series and thereupon temporary Registered Securities of such Series may be
surrendered in exchange therefor without charge at each office or agency to be maintained by the Issuer for that purpose pursuant to Section 3.02 and, in the case of Unregistered Securities, at
any agency maintained by the Issuer for such purpose as specified pursuant to Section 2.03, and the Trustee shall authenticate and deliver in exchange for such temporary Securities of
such Series an equal aggregate principal amount of definitive Securities of the same Series having authorized denominations and, in the case of Unregistered Securities, having attached thereto any
appropriate Coupons. Until so exchanged, the temporary Securities of any Series shall be entitled to the same benefits under this Indenture as definitive Securities of such Series, unless otherwise
established pursuant to Section 2.03. The provisions of this Section are subject to any restrictions or limitations on the issue and delivery of temporary Unregistered Securities of any Series
that may be established pursuant to Section 2.03 (including any provision that Unregistered Securities of such Series initially be issued in the form of a single global Unregistered Security to
be delivered to a depositary or agency located outside the United States and the procedures pursuant to which definitive or global Unregistered Securities of such Series would be issued in
exchange for such temporary global Unregistered Security). 


17







 

        Section 2.12.    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 redemption shall not be affected by any defect or omission of such numbers. The Issuer will promptly notify the Trustee in writing of any change in the "CUSIP" numbers. 


 
 

ARTICLE III
  
    COVENANTS OF THE ISSUER    
    


        Section 3.01.    Payment of Principal and Interest.    The Issuer covenants and agrees for the benefit of
each Series of Securities that it will duly and punctually pay or cause to be paid the principal of, and interest on, each of the Securities of such Series (together with any additional amounts
payable pursuant to the terms of such Securities) at the place or places, at the respective times and in the manner provided in such Securities and in the Coupons, if any, appertaining thereto and in
this Indenture. The interest on Securities with Coupons attached (together with any additional amounts payable pursuant to the terms of such Securities) shall be payable only upon presentation and
surrender of the several Coupons for such interest installments as are evidenced thereby as they severally mature. If any temporary Unregistered Security provides that interest thereon may be paid
while such Security is in temporary form, the interest on any such temporary Unregistered Security (together with any additional amounts payable pursuant to the terms of such Security) shall be paid,
as to the installments of interest evidenced by Coupons attached thereto, if any, only upon presentation and surrender thereof, and, as to the other installments of interest, if any, only upon
presentation of such Securities for notation thereon of the payment of such interest, in each case subject to any restrictions that may be established pursuant to Section 2.03. The interest on
Registered Securities (together with any additional amounts payable pursuant to the terms of such Securities) shall be payable only to or upon the written order of the Holders thereof and, at the
option of the Issuer, may be paid by wire transfer or by mailing checks for such interest payable to or upon the written order of such Holders at their last addresses as they appear on the registry
books of the Issuer. 


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        Amounts
properly withheld under the Code or the Income Tax Act (Canada) by any Person from a payment to any Holder of interest and/or principal shall be considered as having been
paid by the Issuer to such Holder for all purposes of this Indenture. 


        Section 3.02.    Offices
for Payments, etc.    So long as any Registered Securities are authorized for issuance pursuant to this
Indenture or are outstanding hereunder, the Issuer will maintain in New York, New York, an office or agency where the Registered Securities of each Series may be presented for payment,
where the Securities of each Series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.03 and where the Registered Securities of
each Series may be presented for registration of transfer as in this Indenture provided. 


        The
Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any city in which such an agency is required to be
maintained under the rules of any stock exchange on which the Securities of such Series are listed) where the Unregistered Securities, if any, of each Series and Coupons, if any, appertaining thereto
may be presented for payment. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the Issuer within the
United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and
regulations then in effect such payment can be made without adverse tax consequences to the Issuer. Notwithstanding the foregoing, payments in Dollars of Unregistered Securities of any Series and
Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in New York, New York if such payment in Dollars at each agency maintained by
the Issuer outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. 


        The
Issuer will maintain in New York, New York, an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any Series, the Coupons
appertaining thereto or this Indenture may be served. 


        The
Issuer will give to the Trustee written notice of the location of each such office or agency and of any change of location thereof. In case the Issuer shall fail to maintain any
agency required by this Section to be located in New York, New York, or shall fail to give such notice of the location or of any change in the location of any of the above agencies,
presentations and demands may be made and notices may be served at the Corporate Trust Office of the Trustee. 


        The
Issuer may from time to time designate one or more additional offices or agencies where the Securities of a Series and any Coupons appertaining thereto may be presented for payment,
where the Securities of that Series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Registered Securities of that Series may be
presented for registration of transfer as in this Indenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided,
however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee
prompt written notice of any such designation or rescission thereof. 


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        Section 3.03.    Appointment
to Fill a Vacancy in Office of Trustee.    The Issuer, whenever necessary to avoid or fill a vacancy
in the office of Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so that there shall at all times be a Trustee with respect to each Series of Securities hereunder. 


        Section 3.04.    Paying
Agents.    Whenever the Issuer shall appoint a Paying Agent other than the Trustee with respect to the
Securities of any Series, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this
Section, 



	(a)
	that
it will hold all sums received by it as such agent for the payment of the principal of or interest on the Securities of such Series (whether such sums have been paid to it by the
Issuer or by any other obligor on the Securities of such Series) in trust for the benefit of the Holders of the Securities of such Series, or Coupons appertaining thereto, if any, or of the Trustee,



	(b)
	that
it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Securities of such Series) to make any payment of the principal of or interest
on the Securities of such Series when the same shall be due and payable, and



	(c)
	that
it will pay any such sums so held in trust by it to the Trustee upon the Trustee's written request at any time during the continuance of the failure referred to in
clause 3.04(b) above. 




        The
Issuer will, on or prior to each due date of the principal of or interest on the Securities of such Series, deposit with the Paying Agent a sum sufficient to pay such principal or
interest so becoming due, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of any failure to take such action. 



        If
the Issuer shall act as its own Paying Agent with respect to the Securities of any Series, it will, on or before each due date of the principal of or interest on the Securities of
such Series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such Series or the Coupons appertaining thereto a sum sufficient to pay such principal or
interest so becoming due. The Issuer will promptly notify the Trustee of any failure to take such action. 


        Anything
in this Section to the contrary notwithstanding, but subject to Section 10.01, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with
respect to one or more or all Series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such Series by the Issuer or any Paying
Agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. 


        Anything
in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 10.03 and 10.04. 


        Section 3.05.    Written
Statement to Trustee.    The Issuer will furnish to the Trustee on or before March 31, in each
year (beginning with March 31, 2006) a brief certificate (which need not comply with Section 12.06) from any Officer authorized to execute an Officer's Certificate stating that in the
course of the performance by the signer of his duties as an Officer of the Issuer, such Officer would normally have knowledge of any default or non-compliance by the Issuer in the
performance of any covenants or conditions contained in this Indenture, stating whether or not such Officer has knowledge of any such default or non-compliance and, if so, specifying each
such default or non-compliance of which the signer has knowledge and the nature thereof. 


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        Section 3.06.    Branch,
Agency or Office.    (a) The Issuer may make and receive payments or deliveries in respect of any
Security of any Series through any of its branches, agencies or offices and the branch, agency or office through which it makes and receives payments or deliveries in respect of the Securities of any
Series will be specified as contemplated by Section 2.03. 



	(a)
	If
the Issuer issues Securities of any Series through a branch, agency or office other than its head or home office, the Issuer represents that, notwithstanding the place of booking
office or jurisdiction of incorporation or organization of the Issuer, the obligations of the Issuer in respect of such Securities are the same as if it had issued such Securities through its head or
home office. This representation will be deemed to be repeated by the Issuer on each date on which Securities are issued.



	(b)
	The
Issuer may not change the branch, agency or office through which it makes and receives payments or deliveries for the purpose of any Series of Securities other than in compliance
with Article VII hereof. 



 
 

ARTICLE IV
  
    SECURITYHOLDERS LISTS AND
  REPORTS BY THE ISSUER AND THE TRUSTEE    
    


        Section 4.01.    Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders.    If
and so long as the Trustee shall not be the Security registrar for the Securities of any Series, the Issuer and any other obligor on the Securities will furnish or cause to be furnished to the Trustee
a list in such form as the Trustee may reasonably require of the names and addresses of the Holders of the Registered Securities of such Series pursuant to Section 312 of the Trust Indenture
Act (a) semi-annually not more than 15 days after each record date for the payment of interest on such Registered Securities, as hereinabove specified, as of such record date
and on dates to be determined pursuant to Section 2.03 for non-interest bearing Registered Securities in each year, and (b) at such other times as the Trustee may
request in writing, within 30 days after receipt by the Issuer of any such request as of a date not more than 15 days prior to the time such information is furnished. 


        Section 4.02.    Preservation
and Disclosure of Securityholders Lists.    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 4.01 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 4.01 upon receipt of a new list so furnished. 


21









  





        The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the
Trustee, shall be as provided by Section 312(b) of the Trust Indenture Act. 


        Every
Holder of Securities, by receiving and holding the same, agrees with the Issuer and the Trustee that the Issuer, the Trustee and their agents shall have the protection of
Section 312(c) of the Trust Indenture Act. 


        Section 4.03.    Reports
by the Issuer.    The Issuer covenants to file with the Trustee, within 15 days after the Issuer
is required to file the same with the Commission, copies of the annual reports and of the information, documents, and other reports that the Issuer may be required to file with the Commission pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 or pursuant to Section 314 of the Trust Indenture Act. Deliver of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from
information contained therein, including the Issuer's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). 


        Section 4.04.    Reports
by the Trustee.    Any Trustee's report required under Section 313(a) of the Trust
Indenture Act shall be transmitted on or before July 15, in each year beginning July 15, 2006, as provided in Section 313(c) of the Trust Indenture Act, so long as any
Securities are Outstanding hereunder, and shall be dated as of a date convenient to the Trustee no more than 60 days prior thereto. 


 
 

ARTICLE V
  
    REMEDIES OF THE TRUSTEE AND
  SECURITYHOLDERS ON EVENT OF DEFAULT    
    


        Section 5.01.    Event of Default Defined; Acceleration of Maturity; Waiver of
Default.    "Event of Default" with respect to Securities of any Series wherever used herein, means each one of the following events which shall
have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or governmental body): 



	(a)
	default
in the payment of any installment of interest upon any of the Securities of such Series as and when the same shall become due and payable, and continuance of such default for
a period of 30 days; or



	(b)
	default
in the payment of all or any part of the principal on any of the Securities of such Series as and when the same shall become due and payable either at maturity, upon any
redemption, by declaration or otherwise and continuance of such default for a period of seven days; or



	(c)
	a
court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of
its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or 



22







 



	(d)
	the
Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief
in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the
Issuer or for any substantial part of its property, or make any general assignment for the benefit of creditors; or



	(e)
	any
other Event of Default provided in the applicable Board Resolution or in the supplemental indenture under which such Series of Securities is issued or in the form of Security for
such Series, as the case may be; 




        If
an Event of Default described in clauses 5.01(a), 5.01(b) or 5.01(e) (if the Event of Default under clause 5.01(e) is with respect to
less than all Series of Securities then Outstanding) occurs and is continuing, then and in each and every such case, except for any Series of Securities the principal of which shall have already
become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of each such affected Series then Outstanding hereunder (voting as a
single class) by notice in writing to the Issuer (and to the Trustee if given by Securityholders), may declare the entire principal (or such other amount as may be specified in the terms
of such Securities) of all Securities of all such affected Series, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration, the same shall become
immediately due and payable. If an Event of Default described in clause 5.01(e) (if the Event of Default under clause 5.01(e) is with respect to all Series of
Securities then Outstanding), 5.01(c), or 5.01(d) occurs and is continuing, then and in each and every such case, unless the principal of all the Securities shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of all the Securities then Outstanding hereunder (treated as one class), by notice in writing to the
Issuer (and to the Trustee if given by Securityholders), may declare the entire principal (or such other amount as may be specified in the terms thereof) of all the Securities then
Outstanding, and interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. 


        The
foregoing provisions, however, are subject to the condition that if, at any time after the principal (or such other amount as may be specified in the terms thereof) of the
Securities of any Series (or of all the Securities, as the case may be) shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall
have been obtained or entered as hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of
such Series (or of all the Securities, as the case may be) and the principal of any and all Securities of each such Series (or of all the Securities, as the case may be) which shall have
become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest,
at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of each such Series (or at the respective
rates of interest or Yields to Maturity of all the Securities, as the case may be) to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to
the Trustee and each predecessor Trustee, its agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor
Trustee except as a result of negligence or bad faith, and if any and all Events of Default under the Indenture, other than the non-payment of the principal of Securities which shall have
become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal amount of all the
Securities of each such Series, or of all the Securities, in each case voting as a single class, then Outstanding, by written notice to the Issuer and to the Trustee, may waive all defaults with
respect to each such Series (or with respect to all the Securities, as the case may be) and rescind and annul such declaration and its consequences, but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon. 


23







 

        For
all purposes under this Indenture, if a portion of the principal of any Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then,
from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Securities shall be deemed, for all purposes hereunder, to be such portion of the
principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration,
together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Securities. 


        Section 5.02.    Collection
of Indebtedness by Trustee; Trustee May Prove Debt.    The Issuer covenants that (a) in case
default shall be made in the payment of any installment of interest on any of the Securities of any Series when such interest shall have become due and payable, and such default shall have continued
for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series when the same shall have become due
and payable, whether upon maturity of the Securities of such Series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee, the Issuer will pay to the Trustee for the
benefit of the Holders of the Securities of such Series the whole amount that then shall have become due and payable on all Securities of such Series, and such Coupons, for principal or interest, as
the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of
interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Series); and in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents,
attorneys and counsel, and any reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of its negligence or bad faith. 


        Until
such demand is made by the Trustee, the Issuer may pay the principal of and interest on the Securities of any Series to the registered holders, whether or not the Securities of
such Series be overdue. 


24







 

        In
case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to
institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce
any such judgment or final decree against the Issuer or other obligor upon the Securities and collect in the manner provided by law out of the property of the Issuer or other obligor upon the
Securities, wherever situated the moneys adjudged or decreed to be payable. 



        In
case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under any applicable bankruptcy, insolvency or other similar law, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such
other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities, or to the creditors or property of the Issuer or such other obligor,
the Trustee, irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise, to take any and all necessary actions authorized
under the Trust Indenture Act in order that claims of the Holders and the Trustee shall be allowed in any such proceeding. 


        Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities of any Series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in
any such proceeding except to vote for the election of a trustee in bankruptcy or similar Person. 



        All
rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or Coupons appertaining to such Securities, may be enforced by the Trustee
without the possession of any of the Securities of such Series or Coupons appertaining to such Securities or the production thereof on any trial or other proceedings relative thereto, and any such
action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the reasonable expenses,
disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities or Coupons
appertaining to such Securities in respect of which such action was taken. 


        In
any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the
Trustee shall be held to represent all the Holders of the Securities or Coupons appertaining to such Securities in respect to which such action was taken, and it shall not be necessary to make any
Holders of such Securities or Coupons appertaining to such Securities parties to any such proceedings. 


        Section 5.03.    Application
of Proceeds.    Any moneys collected by the Trustee pursuant to this Article in respect of any Series
shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal or interest, upon presentation of the several
Securities and Coupons appertaining to such Securities in respect of which monies have been collected and stamping (or otherwise noting) thereon the payment, or issuing Securities of such
Series in reduced principal amounts in exchange for the presented Securities of like Series if only partially paid, or upon surrender thereof if fully paid: 


25







 

FIRST:
To the payment of costs and expenses applicable to such Series in respect of which monies have been collected, including reasonable compensation to the Trustee and each predecessor Trustee and
their respective agents and attorneys and of all reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or
bad faith; 


SECOND:
In case the principal of the Securities of such Series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of interest on the
Securities of such Series in default in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon
the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity
(in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the Persons entitled thereto, without discrimination or preference; 


THIRD:
In case the principal of the Securities of such Series in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the whole amount
then owing and unpaid upon all the Securities of such Series for principal and interest, with interest upon the overdue principal, and (to the extent that such interest has been collected by
the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities
of such Series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such Series, then to the payment of such principal and interest
or Yield to Maturity, without preference or priority of principal over interest or Yield to Maturity, or of interest or Yield to Maturity over principal, or of any installment of interest over any
other installment of interest, or of any Security of such Series over any other Security of such Series, ratably to the aggregate of such principal and accrued and unpaid interest or Yield to
Maturity; and 


FOURTH:
To the payment of the remainder, if any, to the Issuer or as a court of competent jurisdiction shall direct in writing. 




        Section 5.04.    Suits
for Enforcement.    In case an Event of Default has occurred, has not been waived and is continuing, the
Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem necessary to protect and
enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the
exercise of any power granted in this Indenture or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. 


26







 

        Section 5.05.    Restoration
of Rights on Abandonment of Proceedings.    In case the Trustee shall have proceeded to enforce any
right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the Issuer
and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the Securityholders shall continue as
though no such proceedings had been taken. 


        Section 5.06.    Limitations
on Suits by Securityholders.    No Holder of any Security of any Series or of any Coupon appertaining
thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with
respect to this Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder unless such Holder previously shall have
given to the Trustee written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of not less than 25% in aggregate principal amount of the
Securities of each affected Series then Outstanding (treated as a single class) shall have made written request upon the Trustee to institute such action or proceedings in its own name as trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee for
60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceeding and no direction inconsistent with such written request
shall have been given to the Trustee pursuant to Section 5.09; it being understood and intended, and being expressly covenanted by the taker and Holder of every Security or Coupon with every
other taker and Holder and the Trustee, that no one or more Holders of Securities of any Series or Coupons appertaining to such Securities shall have any right in any manner whatever by virtue or by
availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holder of Securities or Coupons appertaining to such Securities, or to obtain or seek to obtain
priority over or preference to any other such Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of
Securities of the applicable Series and Coupons appertaining to such Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity. 



        Section 5.07.    Unconditional
Right of Securityholders to Institute Certain Suits.    Notwithstanding any other provision in this
Indenture and any provision of any Security, the right of any Holder of any Security or Coupon to receive payment of the principal of and interest on such Security or Coupon on or after the respective
due dates expressed in such Security or Coupon, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of
such Holder. 


        Section 5.08.    Powers
and Remedies Cumulative; Delay or Omission Not Waiver of Default.    Except as provided in
Section 5.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or Coupons 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. 


27







 

        No
delay or omission of the Trustee or of any Holder of Securities or Coupons to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid
shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and, subject to Section 5.06, every power and remedy given by
this Indenture or by law to the Trustee or to the Holders of Securities or Coupons may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders of
Securities or Coupons. 


        Section 5.09.    Control
by Holders of Securities.    The Holders of a majority in aggregate principal amount of the Securities of
each Series affected (with all such Series voting as a single class) at the time Outstanding 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 by this Indenture; provided that such direction shall not be otherwise
than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 6.01) the Trustee shall have the right to decline to follow any
such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by a trust committee of
trustees or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so
determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all Series so affected not joining
in the giving of said direction, it being understood that (subject to Section 6.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly
prejudicial to such Holders. 


        Nothing
in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or
directions by Securityholders. 


        Section 5.10.    Waiver
of Past Defaults.    Prior to the acceleration of the maturity of any Securities as provided in
Section 5.01, the Holders of a majority in aggregate principal amount of the Securities of all Series at the time Outstanding with respect to which an event of default shall have occurred and
be continuing (voting as a single class) may on behalf of the Holders of all such Securities waive any past default or Event of Default described in Section 5.01 and its consequences,
except a default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security affected. In the case of any such waiver, the
Issuer, the Trustee and the Holders of all such Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon. 


        Upon
any such waiver, such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been
cured, and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. 


28







 

        Section 5.11.    Trustee
to Give Notice of Default; But May Withhold in Certain Circumstances.    The Trustee shall, within
90 days after the occurrence of a default with respect to the Securities of any Series, give notice of all defaults with respect to that Series known to the Trustee (i) if any
Unregistered Securities of a Series affected are then Outstanding, to the Holders thereof, (A) by mail to such Holders who have filed their names and addresses with the Trustee within the two
years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of the clearing system or systems through which
beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held only in global form or by an Authorized Publication, and (ii) if any Registered
Securities of a Series affected are then Outstanding, by mailing notice to the Holders of then Outstanding Registered Securities of each Series affected at their addresses as they shall appear on the
registry books, unless in each case such defaults shall have been cured before the mailing or publication of such notice (the term "defaults" for the purpose of this Section being hereby deemed
to mean any event or condition which is, or with notice or lapse of time or both would become, an Event of Default); provided that, except in the case of default in the payment of the principal of or
interest on any of the Securities of such Series, or in the payment of any sinking fund installment on such Series, the Trustee shall be protected in withholding such notice if and so long as a trust
committee of trustees and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Securityholders of such Series. 


        Section 5.12.    Right
of Court to Require Filing of Undertaking to Pay Costs.    All parties to this Indenture agree, and each
Holder of any Security or Coupon by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, 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, the filing by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder
or group of Securityholders of any Series holding in the aggregate more than 10% in aggregate principal amount of the Securities of such Series, or, in the case of any suit relating to or arising
under clause 5.01(e) (if the suit relates to Securities of more than one but less than all Series), 10% in aggregate principal amount of Securities then Outstanding and affected
thereby, or in the case of any suit relating to or arising under clause 5.01(e) (if the suit under clause 5.01(e) relates to all the Securities then Outstanding),
5.01(c) or 5.01(d), 10% in aggregate principal amount of all Securities then Outstanding, or to any suit instituted by any Securityholder for the enforcement of the payment of the
principal of or interest on any Security on or after the due date expressed in such Security or any date fixed for redemption. 


29







 
 
 

ARTICLE VI
  
    CONCERNING THE TRUSTEE    
    


        Section 6.01.    Duties and Responsibilities of the Trustee; During Default; Prior to Default.    With
respect to the Holders of any Series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a particular Series and after the
curing or waiving of all Events of Default which may have occurred with respect to such Series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture.
In case an Event of Default with respect to the Securities of a Series has occurred (which has not been cured
or waived) the Trustee shall exercise with respect to such Series of Securities 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 person would exercise or use under the circumstances in the conduct of his or her own affairs. 


        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 



	(a)
	prior
to the occurrence of an Event of Default with respect to the Securities of any Series and after the curing or waiving of all such Events of Default with respect to such Series
which may have occurred:



	(i)
	the
duties and obligations of the Trustee with respect to the Securities of any Series shall be determined solely by the express provisions of this Indenture, and the
Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and



	(ii)
	in
the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such statements, 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 verify the contents thereof;






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



	(c)
	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 pursuant to
Section 5.09 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. 



30







 





        None
of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of
its duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it. 


        The
provisions of this Section 6.01 are in furtherance of and subject to Section 315 of the Trust Indenture Act. 


        Section 6.02.    Certain
Rights of the Trustee.    In furtherance of and subject to the Trust Indenture Act, and subject to
Section 6.01: 



	(a)
	the
Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer's Certificate or any other certificate, statement,
instrument, opinion., report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document (whether in original or facsimile form) believed by it to be genuine
and to have been signed or presented by the proper party or parties;



	(b)
	any
request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officer's Certificate (unless other evidence in respect thereof be herein
specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer;



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



	(d)
	the
Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders
pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and
liabilities which might be incurred therein or thereby;



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



	(f)
	prior
to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other
paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all Series affected then Outstanding; provided
that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee,
not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to
proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand; 



31







 



	(g)
	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 not regularly in its employ and the
Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder;



	(h)
	the
Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to
Sections 5.01(a) and 5.01(b) or, (ii) any Default or Event of Default of which the Trustee shall have received written notification or obtained actual knowledge; and



	(i)
	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. 




        Section 6.03.    Trustee
Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof.    The
recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Indenture or of the Securities or Coupons. The Trustee shall not be accountable for the use or
application by the Issuer of any of the Securities or of the proceeds thereof. 


        Section 6.04.    Trustee
and Agents May Hold Securities or Coupons; Collections, etc.    The Trustee or any agent of the Issuer or
the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities or Coupons with the same rights it would have if it were not the Trustee or such agent and may
otherwise deal with the Issuer and receive, collect, hold and retain collections from the Issuer with the same rights it would have if it were not the Trustee or such agent. 



        Section 6.05.    Moneys
Held by Trustee.    Subject to the provisions of Section 10.04 hereof, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by
mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or the Trustee shall be under any liability for interest on any moneys received by it hereunder except such as it may agree
with the Issuer to pay thereon. 


32







 

        Section 6.06.    Compensation
and Indemnification of Trustee and Its Prior Claim.    The Issuer covenants and agrees to pay to the
Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express
trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or
on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other Persons
not regularly in its employ) except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct. The Issuer also covenants to
indemnify the Trustee and each predecessor Trustee for, and to hold it harmless against, any loss, liability, claim, damage or expense incurred without negligence or bad faith on its part, arising out
of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder (other than taxes, penalties or other liabilities arising in connection
with the Trustee's failure to withhold from payments. with respect to the Securities amounts required to be withheld under the Code or the Income Tax Act (Canada), or the Trustee's withholding
from such payments amounts not required or permitted to be withheld thereunder), including the costs and expenses of enforcing this Indenture against the Issuer (including this Section 6.06),
defending itself against or investigating any claim (whether asserted by any Holder or the Issuer), or liability in the premises. The obligations of the Issuer under this Section to compensate and
indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of this Indenture. Such additional indebtedness shall be a senior claim and lien to that of the Securities upon all property and funds held
or
collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. 



        When
the Trustee incurs expenses or renders services after the occurrence of a Default specified in Section 5.01(c) or (d), the expenses and the compensation
for the services rendered (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any bankruptcy, insolvency or of similar law. 


        Section 6.07.    Right
of Trustee to Rely on Officer's Certificate, etc.    Subject to Sections 6.01 and 6.02,
whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any
action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officer's Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof. 


        Section 6.08.    Conflicting
Interests.    If the Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. To the extent permitted by such Act, 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. 


33







 

        Section 6.09.    Persons
Eligible for Appointment as Trustee.    The Trustee for each Series of Securities hereunder shall at all
times be a corporation organized and doing business under the laws of the United States of America or of any State or the District of Columbia having a combined capital and surplus of at least
US$50,000,000, and which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by Federal, State or District of Columbia authority. If such
corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 6.10. 



        The
provisions of this Section 6.09 are in furtherance of and subject to Section 310(a) of the Trust Indenture Act. 


        Section 6.10.    Resignation
and Removal; Appointment of Successor Trustee.    (a) The Trustee, or any trustee or trustees
hereafter appointed, may at any time resign with respect to one or more or all Series of Securities by giving written notice of resignation to the Issuer and (i) if any Unregistered Securities
of a Series affected are then Outstanding, by giving notice of such resignation to the Holders thereof (A) by mail to such Holders who have filed their names and addresses with the Trustee
within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of the clearing system or systems through
which beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held only in global form or by an Authorized Publication, and (ii) if any Registered
Securities of a Series affected are then Outstanding, by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each Series affected at their addresses as they
shall appear on the registry books. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable Series by written
instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If
no successor trustee shall have been so appointed with respect to any Series and have accepted appointment within 30 days after the mailing 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, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable Series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for
the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. 



	(b)
	In
case at any time any of the following shall occur: 



34







 


	(i)
	the
Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act with respect to any Series of Securities after written
request therefor by the Issuer or by any Securityholder who has been a bona fide Holder of a Security or Securities of such Series for at least six months; or



	(ii)
	the
Trustee shall cease to be eligible in accordance with the provisions of Section 6.09 and Section 310(a) of the Trust Indenture Act and shall
fail to resign after written request therefor by the Issuer or by any Securityholder; or



	(iii)
	the
Trustee shall become incapable of acting with respect to any Series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator 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, the Issuer may remove the Trustee with respect to the applicable Series of Securities and appoint a successor trustee for such Series by written instrument, in duplicate,
executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 315(e) of the Trust Indenture Act, any Securityholder who has been a bona fide Holder of a Security or Securities of such Series for at least six months may on
behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such Series.
Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. 



	(c)
	The
Holders of a majority in aggregate principal amount of the Securities of each Series at the time outstanding may at any time remove the Trustee with respect to Securities of such
Series and appoint a successor trustee with respect to the Securities of such Series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence
provided for in Section 7.01 of the action in that regard taken by the Securityholders.



	(d)
	Any
resignation or removal of the Trustee with respect to any Series and any appointment of a successor trustee with respect to such Series pursuant to any of the provisions of this
Section 6.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.11. 




        Section 6.11.    Acceptance
of Appointment by Successor Trustee.    Any successor trustee appointed as provided in
Section 6.10 shall execute and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable Series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights,
powers, duties and obligations with respect to such Series of its predecessor hereunder, with like effect as if originally named as trustee for such Series hereunder; but, nevertheless, on the written
request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall, subject to Section 10.04, pay over to the successor trustee all
moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such
successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee
ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.06. 


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        If
a successor trustee is appointed with respect to the Securities of one or more (but not all) Series, the Issuer, the predecessor trustee and each successor trustee with respect
to the Securities of any applicable Series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any Series as to which the predecessor trustee is not retiring shall continue to be vested in the
predecessor trustee, and 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 under separate indentures. 


        No
successor trustee with respect to any Series of Securities shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor
trustee shall be qualified under Section 310(b) of the Trust Indenture Act and eligible under the provisions of Section 6.09. 


        Upon
acceptance of appointment by any successor trustee as provided in this Section 6.11, the Issuer shall give notice thereof (i) if any Unregistered Securities of a
Series affected are then Outstanding, to the Holders thereof, (A) by mail to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at
such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of the clearing system or systems through which beneficial interests in such
Unregistered Securities are owned if such Unregistered Securities are held only in global form or by an Authorized Publication, and (ii) if any Registered Securities of a Series affected are
then Outstanding, by mailing notice to the Holders of then Outstanding Registered Securities of each Series affected at their addresses as they shall appear on the registry books. If the acceptance of
appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.10. If the Issuer
fails to give such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Issuer. 



        Section 6.12.    Merger,
Conversion, Consolidation or Succession to Business of Trustee.    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 of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be qualified under
Section 310(b) of the Trust Indenture Act and eligible under the provisions of Section 6.09, without the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding. 


36







 

        In
case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities of any Series shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the
Securities of any Series shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the
successor Trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities of such Series or in this Indenture provided that the certificate of the
Trustee shall have; provided, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities of any Series in the name of any predecessor Trustee
shall apply only to its successor or successors by merger, conversion or consolidation. 


        Section 6.13.    Preferential
Collection of Claims Against the 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 Trust Indenture Act regarding the collection of claims against the Issuer
(or any such other obligor). 


        Section 6.14.    Appointment
of Authenticating Agent.    As long as any Securities of a Series remain Outstanding, the Trustee
may, by an instrument in writing, appoint with the approval of the Issuer an authenticating agent (the "Authenticating Agent") which shall be authorized to act on
behalf of the Trustee to authenticate Securities, including Securities issued upon exchange, registration of transfer, partial redemption or pursuant to Section 2.09. Securities of each such
Series authenticated by such Authenticating Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee. Whenever
reference is made in this Indenture to the authentication and delivery of Securities of any Series by the Trustee or to 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 for such Series and a Certificate of Authentication executed on behalf of the Trustee by such Authenticating
Agent. Such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at least US$5,000,000 (determined as provided in Section 6.09 with respect to the Trustee) and subject to supervision
or examination by Federal or State authorities. 


        Any
corporation into which any 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 any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating
Agent with respect to all Series of Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or such
Authenticating Agent. Any Authenticating Agent may at any time, and if it shall cease to be eligible shall, resign by giving written notice of resignation to the Trustee and to the Issuer. 


37







 

        Upon
receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of
this Section 6.14 with respect to one or more Series of Securities, the Trustee shall upon receipt of an Issuer Order appoint a successor Authenticating Agent and the Issuer shall provide
notice of such appointment to all Holders of Securities of such Series in the manner and to the extent provided in Section 12.04. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder., with like effect as if originally named as Authenticating Agent. The
Issuer agrees to pay to the Authenticating Agent for such Series from time to time reasonable compensation. The Authenticating Agent for the Securities of any Series shall have no responsibility or
liability for any action taken by it as such at the direction of the Trustee. 


        Sections 6.01,
6.02, 6.03, 6.04, 6.06 and 7.03 shall be applicable to any Authenticating Agent. 


 
 

ARTICLE VII
  
    CONCERNING THE SECURITYHOLDERS    
    


        Section 7.01.    Evidence of Action Taken by Securityholders.    Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by a specified percentage in principal amount of the Securityholders of any or all Series may be
embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Securityholders 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. Proof of execution of any instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections 6.01 and 6.02) conclusive in favor of the Trustee and the Issuer, if made in the
manner provided in this Article. 


        Section 7.02.    Proof
of Execution of Instruments and of Holding of Securities.    Subject to Sections 6.01
and 6.02, the execution of any instrument by a Securityholder or his agent or proxy may be proved in the following manner: 



	(a)
	The
fact and date of the execution by any Holder of any instrument may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take
acknowledgments of deeds or administer oaths that the person executing such instruments acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any
such notary or other such officer. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute sufficient proof of the
authority of the person executing the same. The fact of the holding by any Holder of an Unregistered Security of any Series, and the identifying number of such Security and the date of his holding the
same, may be proved by the production of such Security or by a certificate executed by any trust company, bank, banker or recognized securities dealer wherever situated satisfactory to the Trustee, if
such certificate shall be deemed by the Trustee to be satisfactory. Each such certificate shall be dated and shall state that on the date thereof a Security of such Series bearing a specified
identifying number was deposited with or exhibited to such trust company, bank, banker or recognized securities dealer by the Person named in such certificate. Any such certificate may be issued in
respect of one or more Unregistered Securities of one or more Series specified therein. The holding by the Person named in any such certificate of any Unregistered Securities of any Series specified
therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (1) another certificate bearing a later
date issued in respect of the same Securities shall be produced, or (2) the Security of such Series specified in such certificate shall be produced by some other Person, or (3) the
Security of such Series specified in such certificate shall have ceased to be Outstanding. Subject to Sections 6.01 and 6.02, the fact and date of the execution of any such instrument
and the amount and numbers of Securities of any Series held by the Person so executing such instrument and the amount and numbers of any Security or Securities for such Series may also be proven in
accordance with such reasonable rules and regulations as may be prescribed by the Trustee for such Series or in any other manner which the Trustee for such Series may deem sufficient. 



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	(b)
	In
the case of Registered Securities, the ownership of such Securities shall be proved by the Security register or by a certificate of the Security registrar. 




        The
Issuer may set a record date for purposes of determining the identity of Holders of Registered Securities of any Series entitled to vote or consent to any action referred to in
Section 7.01, which record date may be set at any time or from time to time by notice to the Trustee, for any date or dates (in the case of any adjournment or reconsideration) not more
than 60 days nor less than five days prior to the proposed date of such vote or consent, and thereafter, notwithstanding any other provisions hereof, with respect to Registered Securities of
any Series, only Holders of Registered Securities of such Series of record on such record date shall be entitled to so vote or give such consent or revoke such vote or consent. 


        Section 7.03.    Holders
to Be Treated as Owners.    The Issuer, the Trustee and any agent of the Issuer or the Trustee may deem
and treat the Person in whose name any Registered Security shall be registered upon the Security register for such Series as the absolute owner of such Registered Security (whether or not such
Registered Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject to
the provisions of this Indenture, interest on such Registered Security and for all other purposes (other than with respect to determining entitlement to additional amounts); and neither the Issuer nor
the Trustee nor any agent of the Issuer or the Trustee shall be affected by any notice to the contrary. The Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Holder of any
Unregistered Security and the Holder of any Coupon as the absolute owner of such Unregistered Security or Coupon (whether or not such Unregistered Security or Coupon shall be overdue) for the purpose
of receiving payment thereof or on account thereof and for all other purposes (other than with respect to determining entitlement to additional amounts) and neither the Issuer, the Trustee, nor any
agent of the Issuer or the Trustee shall be affected by any notice to the contrary. All such payments so made to any such Person, or upon his order, shall be valid, and, to the extent of the sum or
sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Unregistered Security or Coupon. 


39







 

        Section 7.04.    Securities
Owned by Issuer Deemed Not Outstanding.    In determining whether the Holders of the requisite
aggregate principal amount of Outstanding Securities of any or all Series have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Issuer or any other
obligor on the Securities with respect to which such determination is being made or by any Peron directly or indirectly controlling or controlled by or under direct or indirect common control with the
Issuer or any other obligor on the Securities with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination,
except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee
actually knows are 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 pledged, is not the Issuer or any other obligor upon the Securities or any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full
protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly an Officer's Certificate listing
and identifying all Securities, if any, known by the Issuer to be owned or held by or for the account of any of the above-described Persons; and, subject to Sections 6.01 and 6.02, the
Trustee shall be entitled to accept such Officer's Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination. 


        Section 7.05.    Right
of Revocation of Action Taken.    At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 7.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities of any or all Series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a Security the serial number of which is shown by the evidence to be included among the serial numbers of the Securities the
Holders of which have consented to such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns
such Security. Except as aforesaid any such action taken by the Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Security and of
any Securities issued hi exchange or substitution therefor or on registration of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon any such Security. Any
action taken by the Holders of the percentage in aggregate principal amount of the Securities of any or all Series, as the case may be, specified in this Indenture in connection with such action shall
be conclusively binding upon the Issuer, the Trustee and the Holders of all the Securities affected by such action. 


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ARTICLE VIII
  
    SUPPLEMENTAL INDENTURES    
    


        Section 8.01.    Supplemental Indentures Without Consent of Securityholders.    The Issuer and the Trustee
may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: 



	(a)
	to
convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more Series any property or assets, subject to the requirements of the Bank Act
(Canada);



	(b)
	to
evidence the succession of another corporation to the Issuer, or successive successions, and the assumption by the successor corporation of the covenants, agreements and
obligations of the Issuer pursuant to Article IX;



	(c)
	to
add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the
Holders of Securities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of
Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction,
condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or
may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a
majority in aggregate principal amount of the Securities of such Series to waive such an Event of Default;



	(d)
	to
cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision
contained herein or in any supplemental indenture, or to make any other provisions with respect to matters or questions arising under this Indenture or under any supplemental indenture as the Issuer
may deem necessary or desirable, provided that no such action shall adversely affect the interests of the Holders of the Securities or Coupons in any material respect;



	(e)
	to
establish the forms or terms of Securities of any Series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.03;



	(f)
	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 6.11; 



41







 



	(g)
	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
(A) shall neither (i) 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
(ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or



	(h)
	to
increase the minimum denomination of the Securities of any Series as permitted by the terms thereof. 




        The
Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be
therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee 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. 


        Any
supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities at the time outstanding,
notwithstanding any of the provisions of Section 8.02. 


        Section 8.02.    Supplemental
Indentures with Consent of Securityholders.    With the consent (evidenced as provided in
Article VII) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all Series affected by such supplemental indenture (voting as
one class), the Issuer and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such Series or of the
Coupons appertaining to such Securities; provided, that no such supplemental indenture shall (a)(i) extend the Stated Maturity of any Security, (ii) reduce the principal amount thereof,
(iii) reduce the rate or extend the time of payment of interest thereon or other amounts due thereunder, (iv) reduce any amount payable on redemption thereof, (v) make the
principal thereof (including any amount in respect of original issue discount), or interest thereon payable in any coin or currency other than that provided in the Securities and Coupons or in
accordance with the terms thereof, (vi) modify or amend any provisions for converting any currency into any other currency as provided in the Securities or Coupons or in accordance with the
terms thereof, (vii) reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to
Section 5.01 or the amount thereof provable in bankruptcy pursuant to Section 5.02, (viii) modify or amend any provisions so as to adversely affect the terms or conditions
upon which such Securities are convertible into or exchangeable or exercisable for or payable in, among other things, other securities, instruments, contracts, currencies, commodities or other forms
of property, rights or interests or any combination of the foregoing, including the determination of the amount of securities or other property (or cash) into which the Securities shall be
converted or exchanged, other than as provided in the antidilution provisions or other similar adjustment provisions of the Securities or Coupons or otherwise in accordance with the terms thereof,
(ix) alter the provisions of Section 12.12 or 12.13 or impair or affect the right of any Securityholder to institute suit for the payment thereof or, if the Securities provide
therefor, any right of repayment at the option of the Securityholder, in each case without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of
Securities of any Series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected. 


42







 

        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 Holders of Securities of such Series, or of Coupons appertaining to such Securities, with respect to such covenant or provision, shall be deemed
not to affect the rights under this Indenture of the Holders of Securities of any other Series or of the Coupons appertaining to such Securities. 


        Upon
the request of the Issuer and upon the filing with the Trustee of evidence of the consent of the Holders of the Securities as aforesaid and other documents, if any, required by
Section 7.01, the Trustee shall join with the Issuer in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. 



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


        The
Issuer may in its discretion determine whether or not any Securities of a Series would be affected by any supplemental indenture and any such determination shall be conclusive upon
the Holders of all Securities of such Series, whether theretofore or thereafter authenticated and delivered hereunder. The Issuer shall not be liable for any such determination made in good faith. 



        Promptly
after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give notice thereof (i) if
any Unregistered Securities of a Series affected are then Outstanding, to the Holders thereof, (A) by mail to such Holders who have filed their names and addresses with the Trustee within the
two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of the clearing system or systems through which
beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held only in global form or by an Authorized Publication, and (ii) if any Registered
Securities of a Series affected are then Outstanding, by mailing notice thereof by first class mail to the Holders of then Outstanding Registered Securities of each Series affected at their addresses
as they shall appear on the registry books, and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to give such notice,
or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. 


        Section 8.03.    Effect
of Supplemental Indenture.    Upon the execution of any supplemental indenture pursuant to the provisions
hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Issuer and the Holders of Securities of each Series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all
purposes. 


43







 

        Section 8.04.    Documents
to Be Given to Trustee.    The Trustee, subject to the provisions of Sections 6.01
and 6.02, shall be provided with an Officer's Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article VIII complies
with the applicable provisions of this Indenture. 


        Section 8.05.    Notation
on Securities in Respect of Supplemental Indentures.    Securities of any Series authenticated and
delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for such Series as to any matter provided for
by such supplemental indenture or as to any action taken by Securityholders. If the Issuer or the Trustee shall so determine, new Securities of any Series so modified as to conform, in the opinion of
the Trustee and the Issuer, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such Series then Outstanding. 


 
 

ARTICLE IX
  
    CONSOLIDATION, MERGER, SALE OR CONVEYANCE    
    


        Section 9.01.    Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain
Conditions.    The Issuer covenants that it will not merge or consolidate with any other Person or sell, lease or convey all or substantially all of its assets to any other
Person, unless (i) either the Issuer shall be the continuing corporation, or the successor corporation or the Person which acquires by sale, lease or conveyance substantially all of the assets
of the Issuer (if other than the Issuer) shall either (A) be one or more direct or indirect affiliates of the Issuer which are controlled by the Issuer or which are under common control
with the Issuer or (B) expressly assume or guaranty the due and punctual payment of the principal of and interest on all the Securities and Coupons, if any, according to their tenor, and the
due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Issuer, by supplemental indenture satisfactory to the Trustee,
executed and delivered to the Trustee by such corporation, and (ii) the Issuer, such Person or such successor corporation, as the case may be, shall not, immediately after such merger or
consolidation, or such sale, lease or conveyance, be in default in the performance of any such covenant or condition. 


        Section 9.02.    Successor Corporation
Substituted.    In case of any such consolidation, merger, sale, lease or
conveyance, and following such an assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Issuer, with the same effect as if it had been named
herein. Such successor corporation may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any or all of the Securities issuable hereunder
which together with any Coupons appertaining thereto theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor corporation, instead of
the Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities together with any Coupons
appertaining thereto which previously shall have been signed and delivered by the Officers of the Issuer to the Trustee for authentication, and any Securities which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same
legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the
date of the execution hereof. 


44







 

        In
the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any successor corporation which shall theretofore have become such in the manner
described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved. 



        Section 9.03.    Opinion
of Counsel Delivered to Trustee.    The Trustee, subject to the provisions of Sections 6.01
and 6.02, shall be provided with an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption; and any such liquidation
or dissolution, complies with the applicable provisions of this Indenture. 


 
 

ARTICLE X
  
    SATISFACTION AND DISCHARGE
  OF INDENTURE; UNCLAIMED MONEYS    
    



        Section 10.01.    Satisfaction and Discharge of Indenture.    (a) If at any time (i) the
Issuer shall have paid or caused to be paid the principal of and interest on and any other amounts due under all the Securities of any Series Outstanding hereunder and all unmatured Coupons
appertaining thereto (other than Securities of such Series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in
Section 2.09 and other than Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by any Paying Agent and thereafter repaid to the
Issuer or discharged from such trust, as provided in Section 10.04) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for
cancellation all Securities of any Series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such Series and Coupons appertaining thereto which
shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any Series of Securities where the exact amount
(including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the
Securities of such Series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer
shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any Paying Agent to the Issuer in
accordance with Section 10.04) or, in the case of any Series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed
by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination
thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (1) the
principal, interest and other amounts on all Securities of such Series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (2) any mandatory
sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such Series; and if, in any such case, the Issuer
shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer
and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or
stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due
dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of
the Trustee hereunder, (v) the rights of the Holders of Securities of such Series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them, and (vi) the obligations of the Issuer under Section 3.02) and the Trustee, on demand of the Issuer accompanied by an Officer's Certificate
and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of
Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by
then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such
Series. 


45







 

	(b)
	The
following provisions shall apply to the Securities of each Series unless specifically otherwise provided in an Officer's Certificate or indenture supplemental hereto provided
pursuant to Section 2.03. In addition to discharge of the Indenture pursuant to the next preceding paragraph, in the case of any Series of Securities the exact amounts (including the currency
of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (i) below, the Issuer shall be deemed to have paid and
discharged the entire indebtedness on all the Securities of such a Series and the Coupons appertaining thereto on the 91st day after the date of the deposit referred to in
clause (i) below, and the provisions of this Indenture with respect to the Securities of such Series and Coupons appertaining thereto shall no longer be in effect (except as to
(1) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any,
(2) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (3) rights of Holders of Securities and Coupons appertaining thereto to receive payments of
principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments,
if any, (4) the rights, obligations, duties and immunities of the Trustee hereunder, (5) the rights of the Holders of Securities of such Series and Coupons appertaining thereto as
beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (6) the obligations of the Issuer under Section 3.02) and the
Trustee, at the expense of the Issuer, shall at the Issuer's request, execute proper instruments acknowledging the same, if 



46







 


	(i)
	with
reference to this provision the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such Series and Coupons appertaining thereto (A) cash in an amount, or (B) in the case
of any Series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will
insure the availability of cash or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay (1) the principal, interest and other amounts due on all Securities of such Series and Coupons appertaining thereto on each date that such principal,
interest or other amounts is due and payable and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture
and the Securities of such Series;



	(ii)
	such
deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Issuer is a party or by which it is
bound;



	(iii)
	the
Issuer has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the Issuer has received from, or there has been published by, the
Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and such opinion
shall confirm that, the Holders of the Securities of such Series and Coupons appertaining thereto will not recognize income, gain or loss for U.S. federal income tax purposes as a result of
such deposit, defeasance and discharge and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred; and



	(iv)
	the
Issuer has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the
defeasance contemplated by this provision have been complied with.






	(c)
	The
Issuer shall be released from its obligations under Sections 3.06 and 9.01 with respect to the Securities of any Series, and any Coupons appertaining thereto,
Outstanding on and after the date the conditions set forth below are satisfied (hereinafter, "covenant defeasance"). For this purpose, such covenant defeasance means that,
with respect to the Outstanding Securities of any Series, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in such Sections,
whether directly or indirectly by reason of any reference elsewhere herein to such Sections or by reason of any reference in such Sections to any other provision herein or in any other document and
such omission to comply shall not constitute an Event of Default under Section 5.01, but the remainder of this Indenture and such Securities and Coupons shall be unaffected thereby. The
following shall be the conditions to application of this subsection (c) of this Section 10.01: 



47







 


	(i)
	The
Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of the holders of the Securities of such Series and Coupons appertaining thereto, (A) cash in an amount, or (B) in the case
of any Series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations maturing as to principal and interest at such times and in such amounts as will insure
the availability of cash or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay (1) the principal, interest and other amounts due on all Securities of such Series and Coupons appertaining thereto and (2) any mandatory sinking fund
payments on the day on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such Series.



	(ii)
	No
Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Securities shall have occurred and be
continuing on the date of such deposit or, insofar as subsections 5.01(c) and 5.01(d) are concerned, at any time during the period ending on the 91st day after the date of
such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).



	(iii)
	Such
covenant defeasance shall not cause the Trustee to have a conflicting interest for purposes of the Trust Indenture Act with respect to any securities of the
Issuer.



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



	(v)
	Such
covenant defeasance shall not cause any Securities then listed on any registered national securities exchange under the Securities Exchange Act of 1934, as amended,
to be delisted.



	(vi)
	Such
covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of
1940 unless such trust shall be registered under such Act or exempt from registration thereunder.



	(vii)
	The
Issuer shall have delivered to the Trustee an Officer's Certificate and Opinion of Counsel to the effect that the Holders of the Securities of such Series and
Coupons appertaining thereto will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal
income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. 




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	(viii)
	The
Issuer shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to
the covenant defeasance contemplated by this provision have been complied with. 




        Section 10.02.    Application
by Trustee of Funds Deposited for Payment of Securities.    Subject to Section 10.04, all
moneys deposited with the Trustee (or other trustee) pursuant to Section 10.01 shall be held in trust and applied by it to the payment, either directly or through any Paying Agent
(including the Issuer acting as its own Paying Agent), to the Holders of the particular Securities of such Series and of Coupons appertaining thereto for the payment or redemption of which such moneys
have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest; but such money need not be segregated from other funds except to the extent required by law. 



        Section 10.03.    Repayment
of Moneys Held by Paying Agent.    In connection with the satisfaction and discharge of this Indenture
with respect to Securities of any Series, all moneys then held by any Paying Agent under the provisions of this Indenture with respect to such Series of Securities shall, upon demand of the Issuer, be
repaid to it or paid to the Trustee and thereupon such Paying Agent shall be released from all further liability with respect to such moneys. 


        Section 10.04.    Return
of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years.    Any moneys deposited with or paid
to the Trustee or any Paying Agent for the payment of the principal of or interest on any Security of any Series or Coupons attached thereto and not applied but remaining unclaimed for two years after
the date upon which such principal or interest shall have become due and payable, shall, upon the written request of the Issuer and unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property law, be repaid to the Issuer by the Trustee for such Series or such Paying Agent, and the Holder of the Securities of such Series and of any Coupons
appertaining thereto shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Issuer for any payment which
such Holder may be entitled to collect, and all liability of the Trustee or any Paying Agent with respect to such moneys shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment with respect to moneys deposited with it for any payment (a) in respect
of Registered Securities of any Series, shall at the expense of the Issuer, mail by first-class mail to Holders of such Securities at their addresses as they shall appear on the Security register, and
(b) in respect of Unregistered Securities of any Series, shall at the expense of the Issuer give either through the customary notice provisions of the clearing system or systems through which
beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held only in global form or by an Authorized Publication, notice, that such moneys remain and that,
after a date specified therein, which shall not be less than 30 days from the date of such mailing or publication, any unclaimed balance of such money then remaining will be repaid to the
Issuer. 


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        Section 10.05.    Indemnity for U.S. Government Obligations.    The Issuer shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 10.01 or the principal or interest received in respect of
such obligations. 


 
 

ARTICLE XI
  
    REDEMPTION OF SECURITIES AND SINKING FUNDS    
    


        Section 11.01.    Applicability of Article.    The provisions of this Article shall be applicable to the
Securities of any Series which are redeemable before their maturity or to any sinking fund for the retirement of Securities of a Series except as otherwise specified as contemplated by
Section 2.03 for Securities of such Series. 


        Section 11.02.    Notice
of Redemption; Partial Redemptions.    Notice of redemption to the Holders of Registered Securities of
any Series to be redeemed as a whole or in part at the option of the Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, to such Holders of Securities of
such Series at their last addresses as they shall appear upon the registry books at least 30 days and not more than 60 days prior to the date fixed for redemption, or within such other
redemption notice period as has been designated for any Securities of such Series pursuant to Section 2.03 or 2.04 (the "Redemption Notice Period"). Notice of redemption to the
Holders of Unregistered Securities to be redeemed as a whole or in part, who have filed their names and addresses with the Trustee within two years preceding such notice of redemption, shall be given
by mailing notice of such redemption, by first class mail, postage prepaid, at least 30 and not more than 60 (lays prior to the date fixed for redemption or within any applicable Redemption
Notice Period to such Holders at such addresses as were so furnished to the Trustee (and, in the case of any such notice given by the Issuer, the Trustee shall make such information available to the
Issuer for such purpose). Notice of redemption to all other Holders of Unregistered Securities shall be given in an Authorized Publication; provided that notice to Holders of Unregistered Securities
held only in global form may be made, at the option of the Issuer, through the customary notice provisions of the clearing system or systems through which beneficial interests in such Unregistered
Securities are owned. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give
notice by mail, or any defect in the notice to the Holder of any Security of a Series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such Series. 


        The
notice of redemption to each such Holder shall specify, the principal amount of each Security of such Series held by such Holder to be redeemed, the date fixed for redemption, the
redemption price (or if not then ascertainable, the manner of calculation thereof), the place or places of payment, that payment will be made upon presentation and surrender of such Securities
and, in the case of Securities with Coupons attached thereto, of all Coupons appertaining thereto maturing after the date fixed for redemption, that such redemption is pursuant to the mandatory or
optional sinking fund, or both,
if such be the case, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be
redeemed will cease to accrue. In case any Security of a Series is to be redeemed in part only the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall
state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities of such Series in principal amount equal to the unredeemed portion thereof will be
issued. 


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        The
notice of redemption of Securities of any Series to be redeemed at the option of the Issuer shall be given by the Issuer or, at the Issuer's request, by the Trustee in the name and
at the expense of the Issuer. 


        On
or before the redemption date specified in the notice of redemption given as provided in this Section, the Issuer will deposit with the Trustee or with one or more Paying Agents
(or, if the Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 3.04) an amount of money or other property sufficient to redeem on the
redemption date all the Securities of such Series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. The Issuer will deliver
to the Trustee at least 60 days prior to the date fixed for redemption or at least ten days prior to the first day of any applicable Redemption Notice Period an Officer's Certificate stating
the aggregate principal amount of Securities to be redeemed. 


        If
less than all the Securities of a Series are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, Securities of such Series to be redeemed
in whole or impart. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Securities of such Series or any multiple thereof. The Trustee shall promptly
notify the Issuer in writing of the Securities of such Series selected for redemption and, in the case of any Securities of such Series selected for partial redemption, the principal amount thereof to
be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities of any Series shall relate, in the case of any Security
redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed. 


        Section 11.03.    Payment
of Securities Called for Redemption.    If notice of redemption has been given as above provided, the
Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest
accrued to the date fixed for redemption, and on and after said date (unless the Issuer shall default in the payment of such Securities at the redemption price, together with interest accrued to said
date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue, and the unmatured Coupons, if any, appertaining thereto shall be void, and, except as
provided in Sections 6.05 and 10.04, such Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the
Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and
surrender of such Securities at a place of payment specified in said notice, together with all Coupons, if any, appertaining thereto maturing after the date fixed for redemption, said Securities or
the specified portions thereof shall be paid and redeemed by the Issuer at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided that
payment of interest becoming due on or prior to the date fixed for redemption shall be payable in the case of Securities with Coupons attached thereto, to the Holders of the Coupons for such interest
upon surrender thereof, and in the case of Registered Securities, to the Holders of such Registered Securities registered as such on the relevant record date subject to the terms and provisions of
Sections 2.03 and 2.07. 


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        If
any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed
for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by such Security. 


        If
any Security with Coupons attached thereto is surrendered for redemption and is not accompanied by all appurtenant Coupons maturing after the date fixed for redemption, the surrender
of such missing Coupon or Coupons may be waived by the Issuer and the Trustee, if there be furnished to each of them such security or indemnity as they may require to save each of them harmless. 



        Upon
presentation of any Security redeemed in part only, the Issuer shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense
of the Issuer, a new Security or Securities of such Series, of authorized denominations, in principal amount equal to the unredeemed portion of the Security so presented. 


        Section 11.04.    Exclusion
of Certain Securities from Eligibility for Selection for Redemption.    Securities shall be excluded
from eligibility for selection for redemption if they are identified by registration and certificate number in an Officer's Certificate delivered to the Trustee at least 30 days prior to the
last date on which notice of redemption may be given as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b) an entity specifically
identified in such written statement as directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer. 


        Section 11.05.    Mandatory
and Optional Sinking Funds.    The minimum amount of any sinking fund payment provided for by the
terms of the Securities of any Series is herein referred to as a "mandatory sinking fund payment," and any payment in excess of such minimum amount
provided for by the terms of the Securities of any Series is herein referred to as an "optional sinking fund payment." The date on which a sinking fund
payment is to be made is herein referred to as the "sinking fund payment date." 


        In
lieu of making all or any part of any mandatory sinking fund payment with respect to any Series of Securities in cash, the Issuer may at its option (a) deliver to the Trustee
Securities of such Series theretofore purchased or otherwise acquired (except upon redemption pursuant to the mandatory sinking fund) by the Issuer or receive credit for Securities of such Series
(not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant to Section 2.10,
(b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such Series
(not previously so credited) redeemed by the Issuer through any optional redemption provision contained in the terms of such Series. Securities so delivered or credited shall be received or
credited by the Trustee at the sinking fund redemption price specified in such Securities. 


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        On
or before the 60th day next preceding each sinking fund payment date or the 30th day next preceding the last day of any applicable Redemption Notice Period relating to a sinking fund
payment date for any Series, the Issuer will deliver to the Trustee an Officer's Certificate (which need not contain the statements required by Section 12.06) (a) specifying the portion
of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of Securities of such Series and the basis for such credit, (b) stating that
none of the Securities of such Series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such Series have occurred
(which have not been waived or cured) and are continuing and (d) stating whether or not the Issuer intends to exercise its right to make an optional sinking fund payment with respect to such
Series and, if so, specifying the amount of such optional sinking fund payment which the Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such Series
to be credited and required to be delivered to the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be
delivered for cancellation pursuant to Section 2.10 to the Trustee with such Officer's Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officer's
Certificate shall be irrevocable and upon its receipt by the Trustee the Issuer shall become unconditionally obligated to make all the cash payments or payments therein referred to, if any, on or
before the next succeeding sinking fund payment date. Failure of the Issuer, on or before any such 60th day or 30th day, if applicable, to deliver such Officer's Certificate and Securities specified
in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Issuer (i) that the mandatory sinking fund payment for
such Series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such Series in respect thereof and
(ii) that the Issuer will make no optional sinking fund payment with respect to such Series as provided in this Section. 


        If
the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding
sinking fund payments made in cash shall exceed US$50,000 (or the equivalent thereof in any Foreign Currency) or a lesser sum in Dollars (or the equivalent thereof in any Foreign
Currency) if the Issuer shall so request with respect to the Securities of any particular Series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of
Securities of such Series at the sinking fund redemption price together with accrued interest to the date fixed for redemption. If such amount shall be US$50,000 (or the equivalent thereof in
any Foreign Currency) or less and the Issuer makes no such request then it shall be carried over until a sum in excess of US$50,000 (or the equivalent thereof in any Foreign Currency) is
available. The Trustee shall select, in the manner provided in Section 11.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such Series
to absorb said cash, as nearly as may be, and shall (if requested in writing by the Issuer) inform the Issuer of the serial numbers of the Securities of such Series (or portions thereof)
so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officer's Certificate delivered to the
Trustee at least 60 days prior to the sinking fund payment date or at least 30 days prior to the last day of any applicable Redemption Notice Period relating to a sinking fund payment
date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b) an entity specifically identified in such Officer's Certificate as
directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer. The Trustee, in the name and at the expense of the Issuer (or the Issuer, if it
shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such Series to be given in substantially the manner provided in Section 11.02 (and with the
effect provided in Section 11.03) for the redemption of Securities of such Series in part at the option of the Issuer. The amount of any sinking fund payments not so applied or allocated
to the redemption of Securities of such Series shall be added to the next cash sinking fund payment for such Series and, together with such payment, shall be applied in accordance with the provisions
of this Section. Any and all sinking fund moneys held on the Stated Maturity of the Securities of any particular Series (or earlier, if such maturity is accelerated), which are not held for the
payment or redemption of particular Securities of such Series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the principal of, and interest
on, the Securities of such Series at maturity. 


53







 

        On
or before each sinking fund payment date, the Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for
redemption on Securities to be redeemed on the next following sinking fund payment date. 



        The
Trustee shall not redeem or cause to be redeemed any Securities of a Series with sinking fund moneys or give any notice of redemption of Securities for such Series by operation of
the sinking fund during the continuance of a default in payment of interest on such Securities or of any Event of Default except that, where the giving of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Issuer a sum sufficient for such redemption. Except as
aforesaid, any moneys in the sinking fund for such Series at the time when any such default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the
continuance of such default or Event of Default, be deemed to have been collected under Article V and held for the payment of all such Securities. In case such Event of Default shall
have been waived as provided in Section 5.10 or the default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be
applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities. 


 
 

ARTICLE XII
  
    MISCELLANEOUS PROVISIONS    
    


        Section 12.01.    Stockholders, Officers and Directors of Issuer Exempt from Individual Liability.    No
recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any past, present
or future stockholder, officer or director, as such, of the Issuer or of any successor, either directly or through the Issuer or any successor, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and
the Coupons appertaining thereto by the Holders thereof and as part of the consideration for the issue of the Securities and the Coupons appertaining thereto. 


54







 

        Section 12.02.    Provisions
of Indenture for the Sole Benefit of Parties and Holders of Securities and Coupons.    Nothing in
this Indenture, in the Securities or in the Coupons appertaining thereto, expressed or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and
their successors and the Holders of the Securities or Coupons, if any, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such
covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Securities or Coupons, if any. 


        Section 12.03.    Successors
and Assigns of Issuer Bound by Indenture.    All the covenants, stipulations, promises and agreements
in this Indenture contained by or in behalf of the Issuer shall bind its successors and assigns, whether so expressed or not. 


        Section 12.04.    Notices
and Demands on Issuer, Trustee and Holders of Securities and Coupons.    Any notice or demand which by
any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders of Securities or Coupons to or on the Issuer may be given or served by being deposited
postage prepaid, first-class mail (except as otherwise specifically provided herein) addressed (until another address of the Issuer is filed by the Issuer with the Trustee) to The Toronto-Dominion
Bank, Toronto-Dominion Centre, Toronto, Ontario M5K 1A2, Canada, Attention:                         . Any notice,
direction, request or demand by the Issuer or any Holder of
Securities or Coupons to or upon the Trustee shall be deemed to have been sufficiently given or served by being deposited postage prepaid, first-class mail (except as otherwise specifically provided
herein) addressed (until another address of the Trustee is filed by the Trustee with the Issuer) to and received by The Bank of New York, 101 Barclay Street, Floor 21W, New York,
New York 10286, Attention: Global Finance Unit. 


        Where
this Indenture provides for notice to Holders of Registered Securities, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to each Holder entitled thereto, at his last address as it appears in the Security register. In any case where notice to such 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 or irregularities in regular mail service, it shall be impracticable to mail notice to the Issuer when such notice is required to be given
pursuant to any provision of this Indenture, then any manner of giving such notice as shall be reasonably satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice. 


        Section 12.05.    Agent
for Service; Submission to Jurisdiction; Waiver of Immunities.    By the execution and delivery of this
Indenture, the Issuer (i) agrees that service of process upon the Issuer at The Toronto-Dominion Bank, New York Branch, with offices at 31 West 52nd Street,
New York, New York, and written notice of said service to it (mailed or delivered to it at its principal office at the address specified in Section 12.04 shall be deemed in every
respect effective service of process upon it in any such suit or proceeding arising out of or relating to the Securities or this Indenture that may be instituted in any Federal or State court in the
Borough of Manhattan, The City of New York or brought under Federal or State securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as a trustee
hereunder), and (ii) submits to the non-exclusive jurisdiction of any such court in any such suit of proceeding. 


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


        Section 12.06.    Officer's
Certificates and Opinions of Counsel; Statements to Be Contained Therein.    Upon any application or
demand by the Issuer to the Trustee to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officer's Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent
have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to
such particular application or demand, no additional certificate or opinion need be furnished. 


        Each
certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall
include (a) a statement that the person making such certificate or opinion has read such covenant or condition, (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or opinion are based, (c) a statement that, in the opinion of such person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with and (d) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with. 


        Any
certificate, statement or opinion of an Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel,
unless such Officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, information with
respect to which is in the possession of the Issuer, upon the certificate, statement or opinion of or representations by an Officer or Officers of the Issuer, unless such counsel knows that the
certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous. 


        Any
certificate, statement or opinion of an Officer of the Issuer or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or
representations by an accountant or firm of accountants in the employ of the Issuer, unless such Officer or counsel, as the case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are
erroneous. 


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        Any
certificate or opinion of any independent firm of public accountants filed with and directed to the Trustee shall contain a statement that such firm is independent. 



        Section 12.07.    Payments
Due on Saturdays, Sundays or Holidays.    If the date of maturity of interest on or principal of the
Securities of any Series or any Coupons appertaining thereto or the date fixed for redemption or repayment of any such Security or Coupon shall not be a Business Day, then payment of interest or
principal need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no
interest shall accrue for the period after such date. 


        Section 12.08.    Conflict
of Any Provision of Indenture with Trust Indenture Act.    If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an "incorporated provision") included in this Indenture by operation of, Sections 310
to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision shall control. 


        Section 12.09.    New York
Law to Govern.    This Indenture and each Security and Coupon shall be governed by, and
construed in accordance with, the laws of the State of New York. 


        Section 12.10.    Counterparts.    This
Indenture may be executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the same instrument. 


        Section 12.11.    Effect
of Headings.    The Article and Section headings herein and the Table of Contents are for convenience
only and shall not affect the construction hereof. 


        Section 12.12.    Securities
in a Foreign Currency.    Unless otherwise specified in an Officer's Certificate delivered pursuant
to Section 2.03 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in
aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time Outstanding and, at such time, there are Outstanding Securities of any Series which are
denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series which shall be deemed to be Outstanding for the purpose of taking such action shall be that
amount of Dollars that could be obtained for such amount at the Market Exchange Rate. For purposes of this Section 12.12, "Market Exchange Rate"
shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not
available for any reason with respect to such currency, the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York
as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question, or such other quotations as the
Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in a currency other than
Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. 


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        All
decisions and determinations of the Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole
discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably binding upon the Issuer and all Holders. 



        Section 12.13.    Judgment
Currency.    The Issuer agrees, to the fullest extent that it may effectively do so under applicable
law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of or interest on the Securities of any Series
(the "Required Currency") into a currency in which a judgment will be rendered (the "Judgment
Currency"), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a New York Banking Day, then, to the extent permitted by
applicable law, the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with
the Judgment Currency on the New York Banking Day preceding the day on which final unappealable judgment is entered and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any
currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to
be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by
which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum
due under this Indenture. For purposes of the foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which
banking institutions in The City of New York are authorized or required by law or executive order to close. 


(SIGNATURES
TO FOLLOW) 


58







 


        IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of                        , 2005.




	 	 	THE TORONTO-DOMINION BANK
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	
 	
 	

THE BANK OF NEW YORK, as Trustee
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:




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CROSS REFERENCE SHEET


TABLE OF CONTENTS



ARTICLE I DEFINITIONS

ARTICLE II SECURITIES

ARTICLE III COVENANTS OF THE ISSUER

ARTICLE IV SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE


ARTICLE V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

ARTICLE VI CONCERNING THE TRUSTEE

ARTICLE VII CONCERNING THE SECURITYHOLDERS

ARTICLE VIII SUPPLEMENTAL INDENTURES

ARTICLE IX CONSOLIDATION, MERGER, SALE OR CONVEYANCE

ARTICLE X SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS


ARTICLE XI REDEMPTION OF SECURITIES AND SINKING FUNDS

ARTICLE XII MISCELLANEOUS PROVISIONS