Exhibit 99.1

BROOKFIELD FINANCE I (UK) PLC

AND

BROOKFIELD ASSET MANAGEMENT INC.

AND

COMPUTERSHARE TRUST COMPANY OF CANADA

AND

COMPUTERSHARE TRUST COMPANY, N.A.

INDENTURE

Dated as of November 24, 2020

Reconciliation and tie between Trust Indenture Act of 1939 and Indenture,
dated as of November 24, 2020

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

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INDENTURE

Dated as of November 24, 2020,

BETWEEN

BROOKFIELD FINANCE I (UK) PLC, a company organized under the laws of England and Wales (with registered number 12904555),

(herein called the “Issuer”)

and

BROOKFIELD ASSET MANAGEMENT INC., a corporation amalgamated under the laws of Ontario, Canada,

(herein called the “Company”)

and

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company organized under the laws of Canada,

(herein called the “Canadian Trustee”)

and

COMPUTERSHARE TRUST COMPANY, N.A., a national banking association company existing under the laws of the United States,

(herein called the “U.S. Trustee” and together with the Canadian Trustee, the “Trustees”).

RECITALS OF THE ISSUER AND THE COMPANY

The Issuer and the Company have duly authorized the execution and delivery of this Indenture to provide for the issuance by the Issuer from time to time of unsecured debentures, notes or other evidences of indebtedness in one or more series (herein called the “Securities”), each of which is unconditionally guaranteed by the Company as provided herein.

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

Article 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

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

“Additional Amounts” if applicable in respect of the Securities of any series, will have the meaning attributed to such term in the supplemental indenture pursuant to which such series of Securities were created.

“Additional Securities” has the meaning specified in Section 3.3.

“Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control”, when used with respect to any Person, means the power to influence the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent” means any of the Authenticating Agent, Paying Agent, transfer agent and/or Security Registrar, as applicable.

“Authenticating Agent” means any Person authorized by the Trustees pursuant to Section 7.17 to act on behalf of the Trustees to authenticate Securities of one or more series.

“Board of Directors” means the board of directors (or equivalent) of the Issuer or any duly authorized committee of that board.

“Board Resolution” means a copy of a resolution that is certified by any director or officer (or equivalent) of the Issuer to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustees.

“Business Day”, when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment of the Trustees are authorized or obligated by law or executive order to close.

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

“Capital Lease Obligation” of any Person means the obligation to pay rent or other payment amounts under a lease of (or other Debt arrangements conveying the right to use) real or personal property of such Person which is required to be classified and accounted for as a capital lease or a liability on the face of a balance sheet of such Person in accordance with generally accepted accounting principles and which has a term of at least 36 months. The stated maturity of such obligation shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

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

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

“Common Stock” of any Person means Capital Stock of such Person that does not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Capital Stock of any other class of such Person.

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

“Co-Obligor” has the meaning specified in Section 10.1(b).

“Corporate Trust Office” means, in the case of the Canadian Trustee, the principal office of the Canadian Trustee in Toronto, Ontario at which at any particular time its corporate trust business shall be administered, which office at the date hereof is located at 100 University Avenue, 11th Floor, Toronto, Canada M5J 2Y1, and in the case of the U.S. Trustee, the principal office of the U.S. Trustee in the United States at which at any particular time its corporate trust business shall be administered, which office at the date hereof is located at 8742 Lucent Boulevard, Suite 225, Highlands Ranch, CO 80129.

“corporation” means a corporation, association, company, joint-stock company or business trust.

“Covenant Defeasance” has the meaning specified in Section 14.3.

“Debt” means (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent, (i) every obligation of such Person for money borrowed, (ii) every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses, (iii) every reimbursement obligation of such Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person, (iv) every obligation of such Person issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business which are not overdue or which are being contested in good faith), (v) every Capital Lease Obligation of such Person, (vi) every obligation of such Person the payment of which could not be considered as interest in accordance with generally accepted accounting principles under Interest Rate or Currency Protection Agreements of such Person and (vii) every obligation of the type referred to in clauses (i) through (vi) of another Person and all dividends of another Person the payment of which, in either case, such Person has Guaranteed or for which such Person is responsible or liable, directly or indirectly, as obligor, Guarantor or otherwise.

“Defaulted Interest” has the meaning specified in Section 3.7.

“Defeasance” has the meaning specified in Section 14.2.

“Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency that is designated to act as Depositary for such Securities as contemplated by Section 3.1.

“Dollars” and “$” means lawful money of the United States, and “Canadian Dollars” and “CDN$” means lawful money of Canada.

“Event of Default” has the meaning specified in Section 6.1.

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

“Foreign Currency” means a currency issued by the government of a country other than the United States.

“Global Security” means a Security that evidences all or part of the Securities of any series, registered in the name of the Depositary (or nominee thereof) designated for such Global Security.

“Government Obligation” has the meaning specified in Section 14.4.

“Guarantee” by any Person means any obligation, contingent or otherwise, of such Person guaranteeing, or having the economic effect of guaranteeing, any Debt of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Debt, (ii) to purchase property, securities or services for the purpose of assuring the holder of such Debt of the payment of such Debt, or (iii) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Debt (and “Guaranteed”, “Guaranteeing” and “Guarantor” shall have meanings correlative to the foregoing); provided, however, that the Guarantee by any Person shall not include endorsements by such Person for collection or deposit, in either case, in the ordinary course of business.

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

“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Laws that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 3.1.

“interest”, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.

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

“Interest Rate or Currency Protection Agreement” of any Person means any interest rate protection agreement (including, without limitation, interest rate swaps, caps, floors, collars and similar agreements), and/or other types of interest hedging agreements, and any currency protection agreement (including foreign exchange contracts, currency swap agreements or other currency hedging arrangements).

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

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

“Issuer Request” or “Issuer Order” means a written request or order signed in the name of the Issuer by any director or officer (or equivalent) of the Issuer and delivered to the Trustees.

“Lien” means, with respect to any property or assets, any mortgage, charge, hypothecation, pledge, encumbrance on, or other security interest in, such property or assets.

“Market Exchange Rate” has the meaning specified in Section 1.20.

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

“Notice of Default” means a written notice of the kind specified in Section 6.1(e).

“Obligations” means, with respect to the Securities of any series, the principal of, premium and Additional Amounts, if any, and interest on all Securities of such series issued by the Issuer under this Indenture when and as the same shall become due and payable, whether at maturity, upon redemption, acceleration or otherwise, and all other obligations and liabilities, including without limitation, all indemnities, owing by the Issuer and any Co-Obligor to the Trustees under this Indenture in respect of such series, whether present or future, absolute or contingent, liquidated or unliquidated, as principal or as surety, alone or with others, of whatsoever nature or kind, in any currency, under or in respect of this Indenture.

“Offer to Purchase” means a written offer (the “Offer”) sent by the Issuer by first class mail, postage prepaid, to each Holder of a series of Securities at his, her or its address appearing in the Security Register on the date of the Offer offering to purchase up to the principal amount of Securities of such series specified in such Offer at the purchase price specified in such Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the Offer shall specify an expiration date (the “Offer Expiration Date”) of the Offer to Purchase which shall be, subject to any contrary requirements of applicable law, not more than 60 days after the date of such Offer and a settlement date (the “Purchase Date”) for purchase of Securities of such series within five Business Days after the Offer Expiration Date. The Issuer shall notify the Trustees at least 15 Business Days (or such shorter period as is acceptable to the Trustees) prior to the mailing of the Offer of the Issuer’s obligation to make an Offer to Purchase, and the Offer shall be mailed by the Issuer or, at the Issuer’s request, by the Trustees in the name and at the expense of the Issuer. The Offer shall contain or incorporate by reference information concerning the business of the Issuer, the Company and their Subsidiaries which the Issuer in good faith believes will enable such Holders to make an informed decision with respect to the Offer to Purchase (which at minimum will include (i) the most recent annual and quarterly financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company contained in the documents required to be filed with the Trustees pursuant to this Indenture (which requirements may be satisfied by delivery of such documents together with the Offer), (ii) a description of material developments in the Issuer and the Company’s business subsequent to the date of the latest of such financial statements referred to in clause (i) (including a description of the reasons for and/or events, if any, requiring the Issuer to make the Offer to Purchase), (iii) if applicable, appropriate pro forma financial information concerning the Offer to Purchase and the reasons for and/or events, if any, requiring the Issuer to make the Offer to Purchase and (iv) any other information required by applicable law to be included therein. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Offer to Purchase. The Offer shall also state:

Any Offer to Purchase shall be governed by and effected in accordance with the Offer for such Offer to Purchase.

“Officer’s Certificate” means a certificate signed by any director or officer (or equivalent) of the Issuer and delivered to the Trustees. The person signing an Officer’s Certificate given pursuant to Section 11.4 shall be the principal executive, financial or accounting officer of the Issuer (or person(s) performing equivalent functions).

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Issuer and/or the Company, and who shall be acceptable to the Trustees, and which opinion may be subject to customary assumptions and qualifications.

“Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.2.

“Original Securities” has the meaning specified in Section 3.3.

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

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 6.2, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.1, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 3.1 or 1.17, of the principal amount of such Security (or, in the case of a Security described in clause (A) or (B) above, of the amount determined as provided in such clause), and (D) Securities owned by the Issuer, the Company or any other obligor upon the Securities or any Affiliate of the Issuer, the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustees shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which the Trustees know to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustees the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer, the Company or any other obligor upon the Securities or any Affiliate of the Issuer, the Company or of such other obligor.

“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 in accordance with Section 11.3.

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

“Place of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 3.1.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Proceeding” means any receivership, insolvency, proposal, bankruptcy, compromise, arrangement, winding-up, dissolution or other similar judicial proceeding.

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

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

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 3.1.

“Responsible Officer” means, with respect to any Trustee, any officer assigned to the corporate trust office of such Trustee customarily performing functions similar to those performed by such officer and having direct responsibility for the administration of this Indenture, and also, with respect to a particular matter, any other officer, to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject.

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.

“Securities Act” means the U.S. Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.

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

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustees pursuant to Section 3.7.

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

“Subsidiary” of any Person means (i) a corporation 50% or more of the combined voting power of the outstanding Voting Stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof or (ii) any other Person (other than a corporation) in which such Person, or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, has at least a majority ownership and power to direct the policies, management and affairs thereof.

“Trust Indenture Act” or “TIA” means the U.S. Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the U.S. Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” or “TIA” means, to the extent required by any such amendment, the U.S. Trust Indenture Act of 1939 as so amended.

“Trust Indenture Laws” means, as to the Canadian Trustee, the Trust Indenture Legislation, and as to the U.S. Trustee, the Trust Indenture Act and regulations thereunder.

“Trust Indenture Legislation” means, at any time, (i) the provisions of the Business Corporations Act (Ontario) and regulations thereunder as amended or re-enacted from time to time, (ii) the provisions of any other statute of Canada or any province thereof and any regulations thereunder and (iii) the Trust Indenture Act and regulations thereunder, in each case relating to trust indentures and to the rights, duties, and obligations of trustees under trust indentures and of corporations issuing debt obligations under trust indentures to the extent that such provisions are at such time in force and applicable to this Indenture.

“Trustee” and “Trustees” means, as the context requires, either or both of the Canadian Trustee and the U.S. Trustee, and if at any time it is not necessary to have both a Canadian Trustee and a U.S. Trustee, and either such Trustee is removed pursuant to Section 7.12.1, references to “Trustees” shall mean only the remaining Trustee after such removal.

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

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

Upon any application or request by the Issuer to the Trustees to take any action under any provision of this Indenture, the Issuer shall furnish to the Trustees such certificates and opinions as may be required under the Trust Indenture Laws, including, without limitation, whether all conditions precedent to such action have been satisfied and any other statement as required pursuant to the terms of this Indenture. Each such certificate or opinion shall be given in the form of an Officer’s Certificate, if to be given by an officer of the Issuer, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Laws and any other requirements set forth in this Indenture.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include,

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

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

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

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

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

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

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

The Issuer may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, which may be not less than five nor more than 60 days prior to the first solicitation of any such request, demand, authorization, direction, notice, consent, waiver or other action; provided that the Issuer may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date. Nothing in this paragraph shall be construed to prevent the Issuer from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph, provided that it is not less than five nor more than 60 days prior to such reset (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Issuer, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustees in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6.

The Trustees may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 6.2, or (iii) any request to institute proceedings referred to in Section 6.7(b), in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date. Nothing in this paragraph shall be construed to prevent the Trustees from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustees, at the Issuer’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Issuer in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6.

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

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other documents, or any payment or deposit of monies or Securities, in each case as provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his, her or its address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustees, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice.

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

The Issuer and each of the Trustees agrees to comply with all provisions of the Trust Indenture Laws applicable to or binding upon it in connection with this Indenture and any action to be taken hereunder. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with any mandatory requirement of Trust Indenture Laws, such mandatory requirements shall prevail.

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

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

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

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

This Indenture and the Securities shall be governed by and construed in accordance with the law of the State of New York. Notwithstanding the preceding sentence of this Section, the exercise, performance or discharge by the Canadian Trustee of any of its rights, powers, duties or responsibilities hereunder shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable thereto.

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

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. This instrument may be executed and delivered by facsimile or electronic transmission (in .pdf or another acceptable format) of a counterpart hereof bearing a manual, facsimile or other electronic signature. Signatures of the parties hereto transmitted by facsimile or such electronic format shall be deemed to be their original signatures for all purposes.

By the execution and delivery of this Indenture, each of the Issuer and the Company (i) acknowledges that the Company has, by separate written instrument, irrevocably designated and appointed Brookfield Asset Management LLC, Brookfield Place, 250 Vesey Street, 15th Floor, New York, New York 10281-1023 as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Securities or this Indenture that may be instituted in any U.S. Federal or State court in the Borough of Manhattan, The City of New York or brought under U.S. Federal or State securities laws or brought by either Trustee (whether in its individual capacity or in its capacity as a trustee hereunder), and acknowledges that Brookfield Asset Management LLC has accepted, irrevocably and unconditionally, such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon Brookfield Asset Management LLC and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office at the address specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustees) shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of Brookfield Asset Management LLC in full force and effect so long as this Indenture shall be in full force and effect and so long as any of the Securities shall be outstanding.

To the extent that the Company 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, it hereby irrevocably waives such immunity in respect of its respective obligations under this Indenture and the Securities to the extent permitted by law.

EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.

For purposes of the construction of the terms of this Indenture or of the Securities, in the event that any amount is stated herein in the currency of one nation (the “First Currency”), as of any date such amount shall also be deemed to represent the amount in the currency of any other relevant nation (the “Other Currency”) which is required to purchase such amount in the First Currency at the average daily rate of exchange for Canadian interbank transactions applied in converting the Other Currency into the First Currency published by the Bank of Canada for the date of determination. If such exchange rate shall not be available for any reason with respect to such First Currency or Other Currency, the Trustees shall use, at the direction of the Issuer and without liability on the part of the Trustees, such quotation by a comparable financial publication in general circulation as of the most recent available date, or quotations or rates of exchange from one or more major banks in Toronto, Canada or in the country of issue of the First Currency or Other Currency in question, or such other quotations or rates of exchange as the Issuer shall direct.

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

No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any past, present or future shareholder, officer or director (or equivalent), as such, of the Issuer, the Company or any of their successors, either directly or through the Issuer, the Company 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 by the Holders thereof and as part of the consideration for the issue of the Securities.

Unless otherwise specified in or pursuant to a Board Resolution, a supplemental indenture or an Officer’s Certificate delivered pursuant to Section 3.1 with respect to a particular series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of the Securities of one or more series at the time Outstanding and, at such time, there are Outstanding Securities of any such affected series which are denominated in a Foreign Currency, then the principal amount of the Securities of such series which shall be deemed to be Outstanding for the purpose of taking such action shall be the amount of Dollars which could be obtained for such principal amount at the Market Exchange Rate on the applicable record date established pursuant to Section 1.4 or, if no such record date shall have been established, on the date that the taking of such action shall be authorized by Act of the Holders of the Securities of all such affected series. For the purposes of this Section, “Market Exchange Rate” shall mean the average daily rate of exchange for the Foreign Currency in Dollars quoted by the Bank of Canada. If such Market Exchange Rate shall not be available for any reason with respect to such Foreign Currency, the Trustees shall use, at the direction of the Issuer and without liability on the part of the Trustees, such quotation by a comparable financial publication in general circulation as of the most recent available date, or quotations or rates of exchange from one or more major banks in Toronto, Canada or in the country of issue of the Foreign Currency in question, or such other quotations or rates of exchange as the Issuer shall direct. The provisions of this paragraph shall also apply in connection with any other action taken by the Holders pursuant to the terms of this Indenture, including without limitation any action under Section 6.2.

All decisions and determinations of the Trustees 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, the Company and all Holders.

Article 2
SECURITY FORMS

The Securities of each series shall be in substantially the form established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by a director or officer (or equivalent) of the Issuer and delivered to the Trustees at or prior to the delivery of the Issuer Order contemplated by Section 3.3 for the authentication and delivery of such Securities.

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

The Trustees’ certificates of authentication shall be authenticated by one or both of the Trustees, acting as Authenticating Agent as appointed in an indenture supplemental hereto (subject to compliance with applicable Trust Indenture Laws), or by any Authenticating Agent appointed pursuant to Section 7.17, and shall be in substantially the following form:

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

Article 3
THE SECURITIES

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution of the Issuer and consented to in writing by the Company, subject to Section 3.3, set forth or determined in the manner provided in an Officer’s Certificate of the Issuer, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series:

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or in any such indenture supplemental hereto. All Securities of any 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, Officer’s Certificate or supplemental indenture.

If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by a director or officer (or equivalent) of the Issuer and delivered to the Trustees at or prior to the delivery of the Officer’s Certificate setting forth the terms of the series.

Unless otherwise provided in accordance with Section 3.1, the Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 3.1. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.

The Securities shall be executed on behalf of the Issuer by any director or officer (or equivalent) of the Issuer. The signature of any of these officers on the Securities may be manual or by facsimile, e-mail or other electronic means.

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

At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to one or both Trustees for authentication, together with an Issuer Order for the authentication and delivery of such Securities, and the Trustee or Trustee in accordance with the Issuer Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees shall be entitled to receive, and (subject to Section 7.1) shall be fully protected in relying upon (in addition to the compliance certificate(s) and opinion(s) provided for in Section 1.2), an Opinion of Counsel stating:

Such Opinion of Counsel may be combined with any Opinion of Counsel required to be delivered in connection with Section 1.2.

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

Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 3.1 or the Issuer Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

Each Security shall be dated the date of its authentication or, in the case of the original issuance of the Securities of a series, the date of original issuance of such Securities, as the case may be. If any additional Securities of a series (“Additional Securities”) issued after the date of original issuance of Securities of such series (“Original Securities”) are not fungible with such Original Securities for U.S. federal income tax purposes, then such Additional Securities shall be issued with a separate CUSIP or ISIN number so that they are distinguishable from the Original Securities.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by a Trustee or both Trustees by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Security to the Trustees for cancellation as provided in Section 3.9, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

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

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

The Issuer shall cause to be kept at the Corporate Trust Office of a Trustee as register, as appointed in an indenture supplemental hereto (the register maintained in such office and in any other office or agency of the Issuer in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Securities and of transfers of Securities. The Issuer may appoint one or more “Security Registrars” for the purpose of registering Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security of a series at the office or agency of the Issuer in a Place of Payment for that series, the Issuer shall execute, and the Trustees shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount.

At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustees shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

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

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

No service charge shall be made for any registration of transfer or exchange of Securities, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 10.6 or 12.7 not involving any transfer.

If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Issuer shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 12.3 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

The provisions of Sections 3.5.1, 3.5.2, 3.5.3 and 3.5.4 below shall apply only to Global Securities:

3.5.1        Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.

3.5.2        Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Issuer that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, and a successor securities depositary is not obtained, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security, (C) the Issuer determines, in its sole discretion, that the Securities of such series shall no longer be represented by such Global Security and executes and delivers to the Trustees an Issuer Order that such Global Security shall be so exchangeable and the transfer thereof so registerable or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.1.

3.5.3        Subject to Section 3.5.2 above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.

3.5.4        Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 3.4, 3.6, 10.6 or 12.7 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

If any Security issued and certified hereunder becomes mutilated or is lost, destroyed or stolen, the Issuer, in its discretion, may issue, and thereupon the Trustees shall certify and deliver, a replacement Security of like date and tenor as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Security or in lieu of and in substitution for such lost, destroyed or stolen Security. The substituted Security shall be substantially in a form reasonably approved by the Issuer and the Trustees and shall be entitled to the benefit hereof and rank equally in accordance with its terms with all other Securities. The applicant for a replacement Security shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Issuer and the Trustees such evidence of ownership and of the loss, destruction or theft of the Security so lost, destroyed or stolen as shall be satisfactory to each of the Issuer and the Trustees in their discretion, and such applicant shall also furnish an indemnity and surety bond, in amount and form satisfactory to each of the Issuer and the Trustees in their discretion, and shall pay the reasonable charges and expenses of the Issuer and the Trustees in connection therewith. Any instructions by the Issuer to the Trustees under this section shall include such indemnity for the protection of the Trustees as the Trustees may reasonably require.

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

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

Unless otherwise provided in accordance with Section 3.1 for the Securities of any series, payments of principal of (and premium, if any) and interest on any Security will be made at the Corporate Trust Office of the Trustees and the office or agency of the Issuer maintained for that purpose in New York, New York or Toronto, Ontario, except that at the option of the Issuer payment of interest may be made by (a) check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register or (b) wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register.

Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Issuer, at its election in each case, as provided in Section 3.7.1 or 3.7.2 below:

3.7.1        The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustees in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustees an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustees for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as is provided for in this clause. Thereupon the Trustees shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustees of the notice of the proposed payment. The Trustees shall promptly notify the Issuer of such Special Record Date and, in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 1.6, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Section 3.7.2.

3.7.2        The Issuer may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustees of the proposed payment pursuant to this Section, such manner of payment shall be deemed practicable by the Trustees.

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

Prior to due presentment of a Security for registration of transfer, the Issuer, the Trustees and any agent of the Issuer or the Trustees may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 3.7) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Issuer, the Trustees nor any agent of the Issuer or the Trustees shall be affected by notice to the contrary.

All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustees, be delivered to the Trustees and shall be promptly cancelled by them. The Issuer may at any time deliver to the Trustees for cancellation any Securities previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and may deliver to the Trustees (or to any other Person for delivery to the Trustees) for cancellation any Securities previously authenticated hereunder which the Issuer has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustees. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustees shall be disposed of as directed by an Issuer Order.

Except as otherwise specified as contemplated by Section 3.1 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. The yearly rate of interest for any period of less than one year to which interest at a stated rate computed on the basis of a year of 360 days consisting of twelve 30-day months is equivalent is the stated rate multiplied by a fraction of which (a) the numerator is the product of (i) the actual number of days in the calendar year in which the first day of the relevant period falls and (ii) the sum of (A) the product of (x) 30 and (y) the number of complete months elapsed in the relevant period and (B) the actual number of days elapsed in any incomplete month in the relevant period, and (b) the denominator is the product of (i) 360 and (ii) the actual number of days in the relevant period.

Notwithstanding the other provisions of this Indenture, the Issuer may, by providing notice to the Trustees at least two Business Days prior to the Maturity of any Securities, elect to have one or more Affiliates of the Issuer or the Company purchase all, but not less than all, of the Securities so to be redeemed or repaid at a price equal to the Redemption Price (excluding accrued and unpaid interest), in the case of Securities called for redemption, or at a price equal to the principal amount, in the case of Securities coming due at the Stated Maturity (in each case, the “Repayment Price”); provided that any accrued and unpaid interest thereon will be paid by the Issuer. Upon payment therefor of an amount equal to the Repayment Price, and payment by the Issuer of accrued interest and premium, if any, such Securities shall be cancelled by the Trustees and a new certificate in the name of such Affiliate will be issued by the Trustees upon receipt by the Trustees of an Issuer Order, provided however, that such cancellation and reissuance of certificates shall be deemed not to represent a novation of the debt represented by such Securities, but rather such Securities shall be deemed transferred to such Affiliate and such debt shall continue to remain outstanding on the same terms subject to such modifications, if any, as may be agreed by the Issuer and such Affiliate in writing. Such Affiliate shall not be permitted to vote such Securities in connection with any matter put before Holders for approval, unless 100% of the Securities of each series entitled to be voted in respect of such matter are held by the Issuer, the Company or their respective Affiliates. Should such Affiliate and the Issuer, if applicable, fail to make full payment of the Repayment Price and accrued interest and premium, if any, on Maturity, then such Securities shall become due and payable as otherwise provided for but for this Section 3.11. The Trustees may request, and the Issuer and its counsel shall provide upon such request, any additional supporting documentation in connection with this Section 3.11, including but not limited to an Opinion of Counsel addressed to the Trustees in support of the Affiliate purchase herein described.

Article 4
SATISFACTION AND DISCHARGE

This Indenture (including the Issuer and the Company’s obligations hereunder) shall upon Issuer Request cease to be of further effect, and the Trustees, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:

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

Notwithstanding the satisfaction and discharge of this Indenture, the issuance of temporary Securities provided for in Section 3.4, the rights of registration of transfer or exchange of Securities provided for in Section 3.5, the provisions of Section 3.6, the indemnity provided in the last paragraph of Section 7.5, the obligations of the Issuer to the Trustees under Section 7.10, the obligations of the Trustees to any Authenticating Agent under Section 7.17 and, if money shall have been deposited with the Trustees pursuant to subclause (ii) of section (a) above, the obligations of the Trustees under Section 4.2 and the last paragraph of Section 11.3 shall survive.

Subject to the provisions of the last paragraph of Section 11.3, all money deposited with the Trustees pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustees may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustees.

Article 5
guarantee of the company

The Company hereby fully and unconditionally guarantees in favor of the Holders of a series of Securities the due and prompt payment of all Obligations related to such Securities when and as the same shall become due and payable, whether at Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms of such Securities and this Indenture. In case of the failure of the Issuer (which, for all purposes of this Article 5, shall include any Co-Obligor) punctually to pay any such Obligation when due, the Company hereby agrees to cause any such payment to be made promptly when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer. The Company agrees that its obligations hereunder shall be as if it were principal debtor and not merely as surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of any Security of any series or the Trustees, or any other reason set out in Section 5.4, or otherwise any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except as expressly set forth in this Indenture, which for the avoidance of doubt, is limited to the payment in full of the principal of (and premium, if any) and interest on the Securities of a series or pursuant to Article 14). The Company’s guarantee shall be a continuing guarantee of the payment of all such Obligations and shall apply to and secure any ultimate balance thereof due or remaining unpaid. This guarantee herein shall not be considered as wholly or partially satisfied by the intermediate payment or satisfaction at any time of all or any part of such Obligations.

The Company shall, on demand by the Trustees, forthwith pay to the Trustees all Obligations related to such Securities for which such demand was made. The Trustees shall not be bound to make any demand on or to seek or exhaust its recourse against the Issuer or any other Person before being entitled to demand payment from the Company with respect to such Obligations and enforce its rights under this Indenture against the Company. The Company hereby renounces all benefits of discussion and division and waives diligence, presentment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect to any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its guarantee will not be discharged with respect to any Security except by payment in full of the principal of (and premium, if any) and interest on such Security or pursuant to Article 14. This guarantee constitutes a guarantee of payment and not of collection.

The statement in writing of the Trustees as to the amount payable by the Company with respect to the Securities of any series shall be binding upon the Company, conclusive against it in the absence of manifest error.

The liability of the Company hereunder in respect of any Obligations shall be absolute and unconditional and shall not be discharged, diminished or in any way affected by:

The Trustees may from time to time in their absolute discretion, and shall when directed by the requisite number or percentage of Holders, in each case in accordance with and subject to the limitations set out in this Indenture, without discharging, diminishing or in any way affecting the liability of the Company hereunder:

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

Article 6
remedies

“Event of Default”, wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) unless otherwise provided with respect to a series of Securities pursuant to Section 3.1:

If an Event of Default (other than an Event of Default specified in Section 6.1(g) or 6.1(h)) with respect to Securities of any series at the time Outstanding occurs and is continuing (and only in such circumstance), then in every such case the Trustees or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Issuer and the Company (and to a Responsible Officer of each Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 6.1(g) or 6.1(h) with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustees or any Holder, become immediately due and payable.

At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustees as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Issuer or the Company and the Trustees, may rescind and annul such declaration and its consequences if:

and

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

The Issuer and the Company covenant that if:

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

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustees may in their discretion proceed to protect and enforce their rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustees shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

In the case of a default under Section 6.1(a) or (b), the Trustees may recover judgment in their own names and as trustees of an express trust against the Issuer and/or the Company for the whole amount then due and payable. In case of any judicial proceeding relative to the Issuer or the Company (or any other obligor upon the Securities), its property or its creditors, the Trustees shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Laws in order to have claims of the Holders and the Trustees allowed in any such proceeding. In particular, the Trustees shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustees and, in the event that the Trustees shall consent to the making of such payments directly to the Holders, to pay to the Trustees any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustees, their agents and counsel, and any other amounts due to the Trustees under Section 7.10.

No provision of this Indenture shall be deemed to authorize the Trustees to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization. arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustees to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustees may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

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

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

FIRST: To the payment of all amounts due the Trustees under Section 7.10; and

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

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

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

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 3.7) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

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

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustees or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

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

The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustees, or exercising any trust or power conferred on the Trustees, with respect to the Securities of such series, provided that:

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

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

In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustees for any action taken, suffered or omitted by them as Trustees, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Laws; provided that neither this Section nor the Trust Indenture Laws shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Issuer or the Company, and provided further that this Section does not apply to a suit instituted by the Trustees, a suit instituted by a Holder pursuant to Section 6.8 or a suit by instituted Holders of more than 10% in aggregate principal amount of the Securities of a series on or after the Stated Maturity for such Securities.

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

Article 7
THE TRUSTEES

(a)            Each Trustee hereby accepts the duties and obligations imposed upon it by this Indenture and covenants and agrees to perform the same as herein expressed. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section.

(b)           With respect to the Canadian Trustee, in the exercise of powers and discharge of the duties prescribed or conferred by the terms of this Indenture, the Canadian Trustee shall exercise the care, diligence and skill of a reasonably prudent person, and shall act honestly and in good faith and in a commercially reasonable manner and with a view to and in the best interests of the Holders of the Securities. No provision of this Indenture shall be construed to relieve the Canadian Trustee from its duties, except, that to the extent permitted by Trust Indenture Legislation.

(c)           With respect to the U.S. Trustee, if the U.S. Trustee has knowledge or notice of an Event of Default (subject to clause (d) of this Section 7.1), the U.S. Trustee shall exercise the care, diligence and skill of a reasonably prudent person, and shall act honestly and in good faith and in a commercially reasonable manner and with a view to and in the best interests of the Holders of the Securities. Except during the continuance of an Event of Default:

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

(ii)            in the absence of negligence or willful misconduct on its part, the U.S. Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the U.S. Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the U.S. Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof or any conclusions therein; and

(iii)           no provision of this Indenture shall be construed to relieve the U.S. Trustee from their duties, except to the extent permitted by the Trust Indenture Act.

(d)            Except in the case of an Event of Default under Section 6.1(g) or 6.1(h) hereof of which a Responsible Officer of the U.S. Trustee has actual knowledge, the Trustees shall not be deemed to have knowledge or notice of an Event of Default in respect of a series of Securities unless a Responsible Officer of the Trustees shall have received written notice from the Issuer, any other obligor of the Securities of such series or any Holder in respect of such series, which written notice shall describe such Event of Default and state that the notice is a notice of an Event of Default.

The Issuer represents to the Trustees that it is entering into this Indenture on its own behalf and not as agent for any third party.

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

The parties and the Holders acknowledge that U.S. and Canadian federal and/or state or provincial legislation that addresses the protection of individuals’ personal information (collectively, “Privacy Laws”) applies to certain obligations and activities under this Indenture. Notwithstanding any other provision of this Indenture, no party shall take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. The parties shall, prior to transferring or causing to be transferred personal information to the Trustees, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Trustees shall use commercially reasonable efforts to ensure that their services hereunder comply with Privacy Laws. Specifically, each of the Trustees agrees: (a) to have a designated chief privacy officer; (b) to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry; (c) to use personal information solely for the purposes of providing its services under or ancillary to the Indenture and to comply with applicable laws and not to use it for any other purpose except with the consent of or direction from the Issuer and the Company or the individual involved or as permitted by Privacy Laws; (d) not to sell or otherwise improperly disclose personal information to any third party; and (e) to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

If a default occurs hereunder with respect to Securities of any series, the Trustees shall give the Holders of Securities of such series notice of such default, within 90 days of the occurrence thereof in the manner and to the extent provided in TIA § 313(c). Except in the case of a default in the payment of principal of or interest on any Securities, the Trustees may withhold the notice if and so long as a Responsible Officer of each Trustee in good faith determine that withholding the notice is not opposed to the interests of Holders. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

Subject to the provisions of Sections 7.1 and 7.4:

The Issuer and the Company jointly and severally agree to indemnify and hold harmless the Trustees, their directors, officers, agents, representatives, attorneys, and employees (each, an “Indemnitee”) from and against any and all losses, liability, damage, claim (whether asserted by the Company, the Issuer, a Holder or any other person) or expense (including reasonable compensation and expenses and disbursements of each of the Trustees’ counsel), including any such amounts incurred in connection with enforcing the Issuer’s obligations, including its obligation to indemnify the Trustees hereunder (collectively, “Losses”) in connection with or arising out of the administration of this Indenture by the Trustees or the exercise or performance of the Trustees’ rights, duties or powers hereunder, or in connection with the enforcement of any rights of Holders hereunder, in each case, done or made in good faith by the Trustees and in accordance with the standards applicable to the Trustees under this Article 7, and except to the extent such Losses were incurred due to the gross negligence or willful misconduct on the part of such Indemnitee. This provision shall survive the resignation or removal of either or both of the Trustees and the termination or discharge of this Indenture.

The recitals contained herein and in the Securities, except the Trustees’ certificates of authentication, shall be taken as the statements of the Issuer and the Company, and neither the Trustees nor any Authenticating Agent assumes any responsibility for their correctness. The Trustees make no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustees nor any Authenticating Agent shall be accountable for the use or application by the Issuer of Securities or the proceeds thereof. The Trustees shall not be bound to give any notice of the execution hereof.

Subject to Sections 7.11 and 7.16, either Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

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

The Issuer agrees:

Any amount due under this Section that remains unpaid for thirty days after request for such payment is made shall bear interest from the expiration of such thirty days at a rate per annum equal to the then current rate charged by the Trustees from time to time, payable on demand. After default, all amounts so payable and the interest thereon shall be payable out of any funds coming into the possession of the Trustees or its successors in the trusts hereunder in priority to any payment of the principal of or interest or premium on the Securities.

7.11.1      Each Trustee represents to the Issuer that, to the best of its knowledge and belief, at the date of execution and delivery by it of this Indenture, there exists no material conflict of interest between its role as Trustee hereunder and its role in any other capacity. Each Trustee shall, within 90 days after ascertaining that a material conflict of interest (including, solely with respect to the U.S. Trustee, any “conflicting interest” within the meaning of TIA § 310(b)) exists, either eliminate such conflict of interest or resign in the manner and with the effect specified in Section 7.13.

7.11.2      If, notwithstanding the provisions of Section 7.11.1, a Trustee has such a material conflict of interest, the validity and enforceability of this Indenture and of the Securities issued hereunder shall not be affected in any manner whatsoever by reason only of such material conflict of interest.

7.11.3      If at any time either Trustee fails to comply with the provisions of Section 7.11.1, such Trustee shall within 10 days after the expiration of the 90-day period referred to therein, transmit notice of such failure to the Holders of Securities as required by TIA § 313(c).

7.12.1      There shall at all times be a Canadian Trustee and a U.S. Trustee hereunder with respect to the Securities of each series, which may be the Canadian Trustee and the U.S. Trustee hereunder for Securities of one or more other series; provided that if it is no longer necessary or advisable under the Trust Indenture Laws to have both a Canadian Trustee and a U.S. Trustee in connection with this Indenture or one or more series of Securities hereunder, then the Issuer by a Board Resolution may remove either such Trustee that is then no longer so necessary or advisable with respect to the Indenture or one or more series of Securities. The Issuer shall give notice of such removal of a Trustee with respect to the Indenture or one or more series of Securities to all Holders of Securities of such series in the manner provided in Section 1.6. For the avoidance of doubt, all other requirements of Section 7.13 with respect to the removal of such Trustee do not apply to such removal under this Section.

7.12.2      Each Trustee shall be a Person that is eligible pursuant to applicable Trust Indenture Laws to act as such and has a corporate trust office in New York, New York (in the case of the U.S. Trustee) or Toronto, Ontario (in the case of the Canadian Trustee).

7.12.3      The U.S. Trustee shall at all times satisfy the requirements of TIA § 310(a)(1) and (2), and in accordance with TIA § 310(a)(5), neither the Company nor the Issuer (or any person directly or indirectly controlling, controlled by, or under common control with either of them) shall serve as U.S. Trustee.

7.12.4      For so long as required by Trust Indenture Legislation, the Canadian Trustee shall at all times be organized under the laws of Canada or any province thereof and authorized under the law of Ontario to carry on trust business therein and qualified to act as a trustee for the Securities and the Indenture in accordance with applicable Trust Indenture Legislation, and the U.S. trustee shall be qualified to act as a trustee for the Securities and the Indenture in accordance with the Trust Indenture Act. If at any times either Trustee shall cease to be eligible in accordance with this Section, it shall immediately notify the Issuer.

7.12.5      The rights, powers, duties and obligations conferred or imposed upon the Trustees shall be conferred or imposed upon such Trustees jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, either Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by the other Trustee that is competent or qualified to perform such act or acts.

7.12.6      If at any time a Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section 7.12, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

No resignation or removal of a Trustee (other than a removal pursuant to Section 7.12.1) and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 7.14.

A Trustee may resign at any time with respect to the Securities of one or more series by giving thirty (30) days’ advance written notice thereof to the Issuer and the Company. If the instrument of acceptance by a successor Trustee required by Section 7.14 shall not have been delivered to the Trustee within thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

A Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustees and to the Issuer.

If at any time:

then, in any such case, (A) the Issuer by a Board Resolution may remove such Trustee with respect to all Securities, or (B) subject to Section 6.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself, herself or itself and all others similarly situated, petition any court of competent jurisdiction for the removal of such Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. For avoidance of doubt, a Trustee may be removed pursuant to Section 7.12.1 in accordance with the provisions of that Section.

If a Trustee shall resign, be removed (other than pursuant to Section 7.12.1) or become incapable of acting, or if a vacancy shall occur in the office of a Trustee for any cause, with respect to the Securities of one or more series, the Issuer, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series), provided that such successor Trustee or Trustees comply with the eligibility requirements of Section 7.12 and the applicable requirements of Section 7.14. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 7.14, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Issuer. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner required by Section 7.14, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself, herself or itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

The Issuer shall give notice of each resignation and each removal of a Trustee under this Section 7.13 with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.6. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

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

In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Issuer, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Issuer or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

Upon request of any such successor Trustee, the Issuer and the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article, including without limitation, the eligibility requirements of Section 7.12.

Any Person into which a Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which a Trustee shall be a party, or any Person succeeding to all or substantially all the corporate trust business of a Trustee, shall be the successor of such Trustee hereunder, provided such Person shall be otherwise qualified and eligible under this Article, including without limitation, the eligibility requirements of Section 7.12, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

7.16.1      Neither Trustee nor any Affiliate or related person, as defined in the Business Corporations Act (Ontario), to a Trustee shall be appointed a receiver or receiver and manager or liquidator of all or any part of the assets or undertaking of the Issuer or the Company.

7.16.2      The U.S. Trustee shall comply with the requirements of TIA § 311 regarding preferential collection of claims against the Company and the Issuer.

The Trustees may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustees hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees or the Trustees’ certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Issuer and shall at all times be either (i) organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent and subject to supervision or examination by U.S. Federal or State authority, or (ii) be a Person organized and doing business under the laws of Canada or any province thereof authorized under such law to act as Authenticating Agent and subject to supervision or examination by governmental authority of its jurisdiction of formation. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Notwithstanding the foregoing, each of the Trustees shall be deemed to be in compliance with the two preceding sentences and shall be deemed to be acceptable to the Issuer to act as Authenticating Agent. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

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

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

The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, as agreed upon by the Issuer, the Company and such Authenticating Agent.

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

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

The Trustees shall not be held liable, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, earthquakes, pandemic, epidemic or any other similar causes; it being understood that the Trustees shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Article 8
HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUER

The Trustees shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders received by the Security Registrar(s). The Company and the Issuer shall comply with any obligations under TIA § 312(a) in connection with furnishing any such information to the Security Registrar.

The Trustees shall provide to any Holder such information with respect to other Holders as is required under any applicable Trust Indenture Laws.

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 Trustees, shall be as provided by applicable Trust Indenture Laws, including without limitation in the case of the U.S. Trustee, TIA § 312(b), and with the full protections of TIA § 312(c).

Every Holder of Securities, by receiving and holding the same, agrees with the Issuer and the Trustees that none of the Issuer, the Company nor the Trustees nor any agent of any of them shall be held accountable by reason of the disclosure of such list of the names and addresses of the Holders, regardless of the source from which such information was derived, and that the Issuer, the Company and the Trustees shall not be held accountable by reason of mailing any material pursuant to a request made under the Trust Indenture Act or pursuant to or in compliance with any Trust Indenture Legislation.

The Canadian Trustee shall transmit to Holders such reports concerning the Canadian Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Legislation at the times and in the manner provided pursuant thereto. The U.S. Trustee shall transmit all such reports required pursuant to TIA § 313(a) and (b) to all Persons required to receive such reports pursuant to TIA § 313(c).

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustees with each stock exchange upon which any Securities are listed, with the Commission and with the Issuer. The Issuer will notify the Trustees when any Securities are listed on any stock exchange.

The Issuer shall file with the Trustees and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Laws at the times and in the manner provided pursuant thereto; provided that any such information, documents or reports required to be filed with the Commission shall be filed with the Trustees within 15 days after the same is so required to be filed with the Commission.

Article 9
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Neither the Issuer nor the Company (in each case, herein called a “Predecessor”) shall enter into any transaction (whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person (in each case, herein called a “Successor”) unless:

provided, however, that the provisions of this Section 9.1 shall not be applicable to any sale or transfer by the Issuer or the Company to any one or more of their Subsidiaries.

Upon any reorganization, reconstitution, consolidation or amalgamation of the Issuer or the Company with, or merger of the Issuer or the Company with or into, any other Person or any conveyance or transfer of the properties and assets of the Issuer or the Company substantially as an entirety in accordance with Section 9.1, the successor Person formed by such reorganization, reconstitution, consolidation or amalgamation or into which the Issuer or the Company is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or the Company (as applicable) under this Indenture with the same effect as if such successor Person had been named as the Issuer or the Company (as applicable) herein, and thereafter, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

Article 10
SUPPLEMENTAL INDENTURES

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

With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Issuer and the Trustees, the Issuer, when authorized by a Board Resolution, the Company and the Trustees may 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

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

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustees shall be entitled to receive, and (subject to Section 7.1) shall be fully protected in relying upon, an Officer’s Certificate and Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustees may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustees’ own rights, duties or immunities under this Indenture or otherwise.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and Holders of all or the affected Securities theretofore or thereafter authenticated and delivered hereunder, as applicable, shall be bound thereby.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Laws.

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustees, bear a notation in form approved by the Trustees as to any matter provided for in such supplemental indenture. If the Issuer shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustees, relying upon the opinion or advice of counsel, and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and the Company and authenticated and delivered by the Trustees in exchange for Outstanding Securities of such series.

Article 11
COVENANTS

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

The Issuer will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer in respect of the Securities of that series and this Indenture may be served. The Issuer will give prompt written notice to the Trustees of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustees with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustees, and the Issuer hereby appoints each Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Issuer may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Issuer will give prompt written notice to the Trustees of any such designation or rescission and of any change in the location of any such other office or agency.

If the Issuer shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustees of its action or failure so to act.

Whenever the Issuer shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Laws, and (unless such Paying Agent is a Trustee) the Issuer will promptly notify the Trustees of its action or failure so to act.

The Issuer will cause each Paying Agent for any series of Securities (unless such Paying Agent is a Trustee as appointed in an indenture supplemental hereto) to execute and deliver to the Trustees an instrument in which such Paying Agent shall agree with the Trustees, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Laws applicable to it as a Paying Agent and (2) during the continuance of any default by the Issuer or the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, the Paying Agent shall give the Trustees notice of such default, and upon the written request of the Trustees, forthwith pay to the Trustees all sums held in trust by such Paying Agent for payment in respect of the Securities of that series.

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

Any money deposited with the Trustees or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Issuer on Issuer Request, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustees or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustees or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

The certificates described in this Section, if and to the extent they are due to the Trustees within the same timeframe, may be combined into a single certificate, provided that such certificate includes and complies with all of the requirements of such certificates that are then due. Subject to applicable Trust Indenture Laws, the delivery of such reports, information and documents to the Trustees shall be for informational purposes only and any Trustee’s receipt of such reports, information and documents 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 Trustees are entitled to rely exclusively on an Officer’s Certificate).

Subject to Article 9, each of the Issuer and the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence.

Except as otherwise specified as contemplated by Section 3.1 for Securities of such series, the Issuer may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant established pursuant to Section 3.1(r), 10.1(c) or 10.1(g) for the benefit of the Holders of such series or in any of Section 11.4(a) to (c), inclusive, and Section 11.5, if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Issuer and the duties of the Trustees in respect of any such term, provision or condition shall remain in full force and effect.

Article 12
REDEMPTION OF SECURITIES

Securities of any series which are redeemable at the election of the Issuer before their Stated Maturity shall be redeemable in accordance with their terms (as contemplated by Section 3.1 for such Securities) and in accordance with this Article.

The election of the Issuer to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.1 for such Securities. In case of any redemption at the election of the Issuer of less than all the Securities of any series (including any such redemption affecting only a single Global Security), the Issuer shall, at least 60 days prior to the Redemption Date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Trustees), notify the Trustees of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Issuer shall furnish the Trustees with an Officer’s Certificate evidencing compliance with such restriction. The Issuer shall provide written notice of any election of redemption to the Trustee no later than three (3) Business Days prior to when notice is due to Holders.

If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustees, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustees shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustees, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.

The Trustees shall promptly notify the Issuer in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption as aforesaid, 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 shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 15 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his, her or its address appearing in the Security Register.

All notices of redemption shall state:

Notice of redemption of Securities to be redeemed at the election of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustees in the name and at the expense of the Issuer and shall be irrevocable.

Prior to any Redemption Date, the Issuer shall deposit with the Trustees or with a Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 11.3) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Issuer shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Issuer at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.1, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the Regular Record Dates according to their terms (or, in the case of Defaulted Interest, on the Special Record Date(s)) in accordance with the provisions of Section 3.7.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Issuer or the Trustees so require, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustees duly executed by, the Holder thereof or his, her or its attorney duly authorized in writing), and the Issuer shall execute, and the Trustees shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

Article 13
SINKING FUNDS

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series in accordance with the terms established as contemplated by Section 3.1 for such Securities.

The minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional sinking fund payment”. If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 13.2. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such Securities.

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

Not less than 60 days prior to each sinking fund payment date for any Securities, the Issuer will deliver to the Trustees an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 13.2 and will also deliver to the Trustees any Securities to be so delivered. Not less than 60 days prior to each such sinking fund payment date, the Trustees shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 12.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Issuer in the manner provided in Section 12.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 12.6 and 12.7.

Article 14
DEFEASANCE AND COVENANT DEFEASANCE

The Issuer may elect, at its option at any time, to have Section 14.2 or Section 14.3 applied to any Securities or any series of Securities, as the case may be, designated pursuant to Section 3.1 as being defeasible pursuant to such Section 14.2 or 14.3, in accordance with any applicable requirements provided pursuant to Section 3.1 and upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.1 for such Securities.

Upon the Issuer’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Issuer shall be deemed to have been discharged from its obligations, with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 14.4 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustees, at the expense of the Issuer, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 14.4 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, (2) the Issuer’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 11.2 and 11.3, (3) the rights, powers, trusts, duties and immunities of the Trustees hereunder, and (4) this Article 14. Subject to compliance with this Article 14, the Issuer may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 14.3 applied to such Securities. Upon the completion of any Defeasance in respect of any Securities, the Company shall be deemed to have been unconditionally and irrevocably released from all obligations under this Indenture in respect of such Securities, without the need for any notice, document or action.

Upon the Issuer’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, (1) the Issuer shall be released from its obligations under Sections 9.1(b), 9.1(c), 11.4(a) to (c), inclusive, and any covenants provided pursuant to Section  3.1(r), 10.1(c) or 10.1(g) for the benefit of the Holders of such Securities, (2) the Company shall be released from all of its obligations under this Indenture, including pursuant to Article 5, and (3) the occurrence of any event specified in Sections 6.1(e) (with respect to any of Article 5, Sections 9.1(b) and 9.1(c), 11.4(a) to (c), inclusive, and any such covenants provided pursuant to Section 3.1(r), 10.1(c) or 10.1(g)), 6.1(f), 6.1(g), 6.1(h) and 6.1(i) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 14.4 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Issuer and the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 6.1(e)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.

The following shall be the conditions to the application of Section 14.2 or Section 14.3 to any Securities or any series of Securities, as the case may be:

Subject to the provisions of the last paragraph of Section 11.3, all money and Government Obligations (including the proceeds thereof) deposited with the Trustees or other qualifying trustee (solely for purposes of this Section and Section 14.6, the Trustees and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 14.4 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law.

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 14.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.

Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer Request any money or Government Obligations held by it as provided in Section 14.4 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.

The Issuer may exercise the Defeasance option notwithstanding its prior exercise of Covenant Defeasance if the Issuer meets the conditions required set forth in Section 14.4.

If the Trustees or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Issuer and the Company have been discharged or released pursuant to Section 14.2 or 14.3 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustees or Paying Agent is permitted to apply all money held in trust pursuant to Section 14.5 with respect to such Securities in accordance with this Article 14; provided, however, that if the Issuer makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Issuer shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payments from the money so held in trust.

Article 15
MEETINGS OF HOLDERS OF NOTES

15.1.1      The Trustees may at any time call a meeting of Holders of Securities of all or any one or more series, and the Trustees shall convene a meeting upon receipt of a request of the Issuer or upon receipt of a request in writing to the Trustees by the Holders of not less than 25% in principal amount of the Outstanding Securities of any series, for the purpose of making, giving or taking any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such series, to be held at such time and at such place in Toronto, Ontario or City of New York, New York or as the Trustees shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided for in Section 1.6, not less than 21 nor more than 60 days prior to the date fixed for the meeting. The Holders calling a meeting shall (i) reimburse the Trustees for all of their reasonable out-of-pocket expenses relating to the calling and holding of such meeting, and (ii) indemnify and hold harmless the Trustees against any loss, liability or expense that they may incur arising out of or in connection with such meeting, including the costs and expenses of defending the Trustees against any claim or liability in connection with such meeting.

15.1.2      In case at any time the Issuer, pursuant to a Board Resolution, or the Holders of at least 25% in principal amount of the Outstanding Securities of any series shall have requested the Trustees to call a meeting of the Holders of Securities of such series for any purpose specified in Section 15.1.1, by written request setting forth in reasonable detail the action proposed to be taken at the meeting (which notice need not include the terms of any resolution to be proposed), and the Trustees shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Issuer or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place in The City of New York, New York or Toronto, Ontario for such meeting and may call such meeting for such purposes by giving notice thereof as provided in Section 15.1.1.

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

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

15.3.2      Except as limited by Sections 10.2 and 11.6, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of not less than a majority in principal amount of the Outstanding Securities of such series as are entitled to vote at such meeting; provided, however, that, except as limited by Sections 10.2 and 11.6, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority in principal amount of the Outstanding Securities of a series, may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of not less than such specified percentage in principal amount of the Outstanding Securities of such series present at such meeting.

15.3.3      Any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all the Holders of Securities of such series and the related coupons, if any, whether or not present or represented at the meeting.

15.3.4      Notwithstanding the foregoing provisions of this Section 15.3, if any action is to be taken at a meeting of Holders of Securities of any series with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage in principal amount of all Outstanding Securities affected thereby, or of the Holders of such series and one or more additional series:

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

15.4.2      The Trustees shall, by an instrument in writing appoint a temporary chair of the meeting, which need not be a Holder of Securities, unless the meeting shall have been called by the Issuer or by Holders of Securities as provided in Section 15.1.2, in which case the Issuer or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chair. A permanent chair and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting.

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

15.4.4      Any meeting of Holders of Securities of any series duly called pursuant to Section 15.1 at which a quorum is present may be adjourned from time to time by the Chair with consent of the Holders entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting and voting thereon; and the meeting may be held as so adjourned without further notice.

The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The chair of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 15.1 and, if applicable, Section 15.3. Each copy shall be signed and verified by the affidavits of the chair and secretary of the meeting and one such copy shall be delivered to the Issuer, and another to the Trustees to be preserved by the Trustees, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

All actions that may be taken and all powers that may be exercised by the Holders at any meeting of Holders of Securities of any series may also be taken and exercised by an instrument in writing signed in one or more counterparts by Holders representing not less than a majority in principal amount of the Outstanding Securities of such series as are entitled to vote at such meeting; provided, however, that, except as limited by Sections 10.2 and 11.6, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a series may also be taken and exercised by an instrument in writing signed in one or more counterparts by the Holders of not less than such specified percentage in principal amount of the Outstanding Securities of such series as are entitled to vote at such meeting.

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

EXECUTED as a Deed BY BROOKFIELD FINANCE I (UK) PLC by:
/s/ Kunal Dusad		/s/ Philippa Elder
Signature of director		Signature of director
Kunal Dusad		Philippa Elder
Name of director		Name of director

[Signature Page – Base Indenture]

[Signature Page – Base Indenture]

Exhibit 99.2

BROOKFIELD FINANCE I (UK) PLC

AND

BROOKFIELD ASSET MANAGEMENT INC.

AND

COMPUTERSHARE TRUST COMPANY OF CANADA

AND

COMPUTERSHARE TRUST COMPANY, N.A.

First Supplemental Indenture

Dated as of November 24, 2020

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of November 24, 2020 (this “First Supplemental Indenture”) between Brookfield Finance I (UK) plc (the “Issuer”), a corporation duly organized and existing under the laws of England and Wales, Brookfield Asset Management Inc. (the “Company”), a corporation amalgamated under the laws of Ontario, Canada, Computershare Trust Company of Canada, a trust company organized under the laws of Canada, as Canadian trustee (the “Canadian Trustee”), and Computershare Trust Company, N.A., a national banking association company existing under the laws of the United States, as U.S. trustee (the “U.S. Trustee” and together with the Canadian Trustee, the “Trustees”), to the Indenture, dated as of November 24, 2020, by and among the Issuer, the Company and the Trustees (the “Original Indenture”, the Original Indenture, as supplemented hereby, being referred to herein as the “Indenture”).

WITNESSETH

WHEREAS, the Issuer has duly authorized, as a separate series of subordinated Securities under the Indenture, its 4.50% Perpetual Subordinated Notes (the “Notes”) and the Company has consented to and approved the issuance of the Notes;

WHEREAS, the Issuer and the Company have duly authorized the execution and delivery of this First Supplemental Indenture to establish the Notes as a separate series of Securities under the Original Indenture and to provide for, among other things, the issuance by the Issuer of and the form and terms of the Notes and additional covenants for purposes of the Notes and the Holders thereof;

WHEREAS, the Issuer and the Company are not in default under the Original Indenture;

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

WHEREAS, the foregoing recitals are made as statements of fact by the Issuer and the Company and not by the Trustees;

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

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

Article 1
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

For all purposes of this First Supplemental Indenture and the Notes, except as otherwise expressly provided or unless the subject matter or context otherwise requires:

“Accounting Event” shall occur if, as a result of a change in accounting principles (or interpretation thereof) which have been officially adopted on or after the Issue Date (such date, the “Accounting Event Adoption Date”), but not otherwise, the obligations of the Issuer under the Notes must not or may no longer be recorded as “equity” in the audited annual or interim consolidated financial statements of the Company, in each case prepared in accordance with IFRS or any other accounting standards that the Company may adopt in the future for the preparation of its audited annual or interim consolidated financial statements in accordance with applicable Canadian, United States or United Kingdom laws. The Accounting Event shall be deemed to have occurred on the Accounting Event Adoption Date notwithstanding any later effective date.

“Additional Amounts” has the meaning specified in Section 2.16 (Payment of Additional Amounts).

“Arrears of Interest” has the meaning specified in Section 2.11 (Deferral Right).

“BAM Group” means the Company and those of its subsidiaries from time to time who are incorporated within and resident for all tax purposes in the United Kingdom or Canada.

“Co-Obligor” has the meaning specified in Section 2.15 (Co-Obligor and/or Additional Guarantors).

“Company Parity Obligations” means all present and future obligations and liabilities of the Company in respect of: (a) the most junior class of preference shares that are or may from time to time be outstanding in the capital of the Company; and (b) all other securities, guaranties, instruments and agreements that are issued or entered into by the Company from time to time and rank or are expressed to rank pari passu with the Company’s obligations under the Guarantee Obligations or the most junior outstanding class of preference shares of the Company.

“Company Preference Shares” means, with respect to the Company a class of preference shares in the capital of the Company: (a) ranking junior to the claims of all holders of Company Senior Obligations; (b) having an equal right to return of assets in a Liquidation Proceeding of the Company as Company Parity Obligations, and so ranking pari passu with any Company Parity Obligations; and (c) having a right to return of capital on a Liquidation Proceeding of the Company ahead of, and so ranking ahead of, the claims of holders of the Company Shares.

“Company Senior Obligations” means all obligations and liabilities of the Company, but excluding all Company Parity Obligations and all obligations and liabilities of the Company in respect of Company Shares.

“Company Shares” means the Class A Limited Voting Shares of the Company and the Class B Limited Voting Shares of the Company, and any shares of the Company ranking pari passu or junior to the Class A Limited Voting Shares of the Company and the Class B Limited Voting Shares of the Company.

“Deferred Interest Payment” has the meaning specified in Section 2.11 (Deferral Right).

“Early Redemption Amount” means (a) in the case of a Rating Agency Event, an Accounting Event or a Tax Deduction Event where the relevant date fixed for redemption falls prior to the First Call Date, an amount equal to the sum of (i) 100% of the principal amount of the Notes, and (ii) 1% of the principal amount of the Notes (which amount shall represent a fixed interest amount for the period from (and including) the Issue Date up to (but excluding) the relevant Redemption Date payable in addition to any accrued and unpaid interest up to (but excluding) the relevant Redemption Date and any outstanding Arrears of Interest); and (b) in the case of (i) a Rating Agency Event, an Accounting Event or a Tax Deduction Event where the relevant date fixed for redemption falls on or after the First Call Date or (ii) pursuant to an Optional Tax Redemption at any time, an amount equal to 100% of the outstanding principal amount of the Notes, plus, in each case, any accrued and unpaid interest up to (but excluding) the relevant Redemption Date and any outstanding Arrears of Interest (without double counting).

“Event of Default” has the meaning specified in Section 2.13 (Events of Default).

“FATCA” has the meaning specified in Section 2.16 (Payment of Additional Amounts).

“First Call Date” means November 24, 2025.

“Guarantee Obligations” means the subordinate guarantee obligations of the Company pursuant to Article 5 of the Original Indenture but solely in respect of the Notes.

“Interest Amount” means $0.28125 per $25 principal amount of Notes payable on each Interest Payment Date.

“Interest Payment Date” has the meaning specified in Section 2.5 (Interest and Initial Denominations).

“Interest Period” has the meaning specified in Section 2.5 (Interest and Initial Denominations).

“Interest Rate” means 4.50% per year.

“Issue Date” means November 24, 2020.

“Issuer Notional Preference Shares” means, with respect to the Issuer a notional class of preference shares in the capital of the Issuer: (a) ranking junior to the claims of all holders of Issuer Senior Obligations; (b) having an equal right to return of assets in the Liquidation Proceeding of the Issuer as Issuer Parity Obligations, and so ranking pari passu with any Issuer Parity Obligations; and (c) having a right to return of capital on a Liquidation Proceeding of the Issuer ahead of, and so ranking ahead of, the claims of holders of the Ordinary Shares of the Issuer.

“Issuer Parity Obligations” means all present and future obligations and liabilities of the Issuer in respect of: (a) the most junior class of preference share capital of the Issuer that is or may from time to time be outstanding and (b) all other securities, guaranties, instruments and agreements that are issued or entered into by the Issuer from time to time and rank or are expressed to rank pari passu with the Issuer’s obligations under the Notes or the most junior outstanding class of preference share capital of the Issuer.

“Issuer Senior Obligations” means all obligations and liabilities of the Issuer, but excluding all Issuer Parity Obligations and all obligations and liabilities of the Issuer in respect of any Ordinary Shares of the Issuer.

“Liquidation” means a liquidation, winding-up or dissolution of the Issuer or the Company or of all or substantially all of their respective assets or businesses.

“Liquidation Proceeding” means:

(a) the entry by a court having jurisdiction of

(i) a decree or order for relief in respect of a Liquidation in an involuntary case or proceeding under any applicable English, Canadian federal or provincial, or other applicable bankruptcy, insolvency, administration, reorganization or other similar law, or

(ii) a decree or order adjudging the Issuer or the Company a bankrupt, or approving as properly filed an application or petition seeking a Liquidation, or appointing a custodian, receiver, liquidator, administrator, assignee, trustee, sequestrator or other similar official to conduct a Liquidation or to declare and distribute a dividend to creditors,

and in either case the continuance of any such decree or order for relief or any such other decree or order is unstayed and in effect for a period of 60 consecutive days; or

(b) the private or out of court appointment of a custodian, receiver, liquidator, administrator, assignee, trustee, sequestrator or other similar official for or in respect of the Issuer or the Company or all or substantially all of their respective assets or businesses for the purpose or having the effect of (1) commencing or effecting a Liquidation or (2) declaring and distributing a dividend to creditors, which is unstayed and in effect for a period of 60 consecutive days; or

(c) the commencement of a voluntary or involuntary case or proceeding by or in respect of the Issuer or the Company, under any applicable English, Canadian federal or provincial, or other applicable bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding in each case for the purpose or having the effect of commencing or effecting a Liquidation, or the passing of a resolution or taking of corporate action by the Issuer or the Company to commence, authorize or consent to such case or proceeding.

“Multilateral Trading Facility” means a multilateral trading facility described in section 987(1)(b) of the Income Tax Act 2007 of the United Kingdom, as the same may be amended from time to time and any provision, statute or statutory instrument replacing the same from time to time.

“Non-U.S. Co-Obligor” has the meaning specified in Section 2.15 (Co-Obligor and/or Additional Guarantors).

“Optional Deferred Interest Settlement Date” has the meaning specified in Section 2.11 (Deferral Right).

“Optional Tax Redemption” has the meaning specified in Section 2.8 (Optional Tax Redemption).

“Ordinary Shares” means (a) any ordinary shares in the capital of the Issuer or (b) any present or future shares of any other class of shares of the Issuer ranking pari passu with the ordinary shares of the Issuer.

“Original Indenture” has the meaning specified in the preamble to this First Supplemental Indenture.

“Other Additional Amounts” has the meaning specified in Section 2.15 (Co-Obligors and/or Additional Guarantors).

“Payment Default” has the meaning specified in Section 2.13 (Event of Default).

“Qualifying Securities” has the meaning specified in Section 2.9 (Substitution or Variation of the Notes).

“Rating Agency” means any of S&P Global Ratings (or any of its subsidiaries or any successor in business thereto from time to time), Moody’s Investors Service, Inc. (or any of its subsidiaries or any successor in business thereto from time to time), DBRS Limited (or any of its subsidiaries or any successor in business thereto from time to time), Fitch Ratings, Inc. (or any of its subsidiaries or any successor in business thereto from time to time), or any other rating agency substituted for any of them by the Issuer and/or the Company.

“Rating Agency Event” shall be deemed to occur if the Issuer or the Company has received confirmation from any Rating Agency that, due to any amendment to, clarification of, or change in the assessment criteria under its hybrid capital methodology or in the interpretation thereof, in each case occurring or becoming effective after the Issue Date (or, if “equity credit” is not assigned to the Notes by the relevant Rating Agency on the Issue Date, the date on which “equity credit” is assigned by such Rating Agency for the first time), the Notes will no longer be eligible (or if the Notes have been partially or fully re-financed since the Issue Date and are no longer eligible for “equity credit” from such Rating Agency in part or in full as a result, the Notes would no longer have been eligible as a result of such amendment to, clarification of or, change in the assessment criteria or in the interpretation thereof had they not been re-financed) for the same or a higher amount of “equity credit” as was attributed to the Notes as at the Issue Date (or, if “equity credit” is not assigned to the Notes by the relevant Rating Agency on the Issue Date, the date on which “equity credit” is assigned by such Rating Agency for the first time).

“Recognised Stock Exchange” means a recognised stock exchange as defined in section 1005 of the Income Tax Act 2007 of the United Kingdom as the same may be amended from time to time and any provision, statute or statutory instrument replacing the same from time to time.

“Redemption Date” means any date on which the Notes become due for redemption in accordance with their terms.

“Senior Obligations” means the Issuer Senior Obligations and the Company Senior Obligations.

“Solvent Reorganization” means one or more transactions for the purposes of a reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, or the substitution in place (or similar transaction) of the Issuer or the Company, as the case may be, with or to a Successor (as defined in the Original Indenture), the terms of which reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, or the substitution in place (or similar transaction) (a) have previously been provided for by way of a supplemental indenture to the Indenture in accordance with the terms of the Indenture and (b) do not provide that the Notes shall thereby become redeemable or repayable. Any such substitution in place of the Issuer or the Company shall only be permitted if it does not result in the Notes no longer being eligible for the same, or a higher amount of, “equity credit” as is attributed to the Notes on the date notice is given to the Holders of Notes of the aforementioned substitution.

“Special Event” means any of an Accounting Event, a Rating Agency Event, a Tax Deduction Event, an event that permits an Optional Tax Redemption to occur or any combination of the foregoing.

“Substitution or Variation Event” has the meaning specified in Section 2.9 (Substitution or Variation of the Notes).

“Tax Act” has the meaning specified in Section 2.16 (Payment of Additional Amounts).

“Tax Deduction Event” means (a) that as a result of a Tax Law Change, interest paid by the Issuer on the Notes would no longer, or within 90 days of such change or proposed change will no longer, be fully deductible (or the entitlement to make such deduction shall be materially reduced or materially delayed) by the Issuer for corporate income tax purposes; and/or (b) that, as a result of a Tax Law Change and the Notes being held by the Holders thereof, the Issuer (or any intra-group borrower under back-to-back lending arrangements within the BAM Group) (as applicable) would no longer, or within 90 days of such change or proposed change will no longer, be able to surrender to or receive from companies with which it is grouped for tax purposes under the laws or regulations of the United Kingdom or Canada (or with which it would be grouped but for any Tax Law Change), losses or other amounts which can be set against the recipient company’s profits (or the amounts capable of being surrendered and set against the recipient company’s profits or the timing of surrender or set off are materially reduced or materially delayed), in either case, as determined in the reasonable opinion of the Issuer and provided that the foregoing cannot be avoided by the Issuer (or intra-group borrower under back-to-back lending arrangements within the BAM Group) (as applicable) taking reasonable measures available to it, where references in this definition to the United Kingdom shall be deemed also to refer to any other jurisdiction or relevant authority thereof in which any successor issuer of the Notes is incorporated (except that as regards any such jurisdiction, the words “which in each case becomes, or would become, effective on or after the Issue Date” as used in the definition of Tax Law Change shall be replaced with the words “becomes effective after, and has not been announced on or before, the date on which the successor issuer, as applicable, is substituted for the Issuer (or its successor)”). For the purposes of the definition of Tax Deduction Event, being “grouped for tax purposes” with another company includes, for the avoidance of doubt and without limitation, being a member of the same “group of companies” as the other company, any “consortium condition” being met in respect of the other company or any other relationship sufficient to allow a surrender of losses or other amounts between the two companies for the purposes of Part 5 of the Corporation Tax Act 2010 of the United Kingdom.

“Tax Law Change” means (a) a change in or proposed change in, or amendment or proposed amendment to, the laws or regulations of the United Kingdom (in respect of the Issuer only) or Canada (in respect of the Company only) or any political subdivision or any authority thereof or therein having the power to tax, including any treaty to which the United Kingdom and/or Canada is a party, (b) any change in the application or official or generally published interpretation of such laws or regulations, including a decision of any court or tribunal, or (c) any interpretation or pronouncement by any relevant tax authority that provides for a position with respect to such laws or regulations or interpretation thereof that differs from the previously generally accepted position in relation to similar transactions, which in each case becomes or would become effective on or after the Issue Date.

“Taxes” has the meaning specified in Section 2.16 (Payment of Additional Amounts).

The First Supplemental Indenture is a supplemental indenture within the meaning of the Original Indenture, and the Original Indenture and this First Supplemental Indenture shall be read together and shall have effect, so far as practicable, as though all the provisions of the Original Indenture and this First Supplemental Indenture were contained in one instrument.

Except where expressly provided, all amounts in this First Supplemental Indenture are stated in United States currency.

Article 2
THE NOTES

There is hereby authorized to be issued under the Original Indenture a separate series of Securities designated as “4.50% Perpetual Subordinated Notes”.

The aggregate principal amount of Notes that may be authenticated and delivered pursuant to the First Supplemental Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 3.4, 3.5, 3.6, 10.6 or 12.7 of the Original Indenture and except for any Notes which, pursuant to the last sentence of Section 3.3 of the Original Indenture, are deemed never to have been authenticated and delivered) shall initially be limited to $230,000,000 all of which have been issued hereunder. The Issuer may from time to time, without the consent of the Holders of the Notes but with the consent of the Company, create and issue further notes with terms (other than the Issue Date, issue price and, possibly, the First Call Date and the date interest starts accruing) identical to the Notes issued hereby. Additional notes issued in this manner will be consolidated with and will form a single series with the Notes; provided that such additional notes will be only issued if they are fungible with the original Notes for U.S. federal income tax purposes.

The Notes are perpetual securities in respect of which there is no fixed maturity date or fixed Redemption Date.

All payments in respect of the Notes shall be made in immediately available funds. The Issuer hereby appoints the U.S. Trustee to act as the initial Paying Agent for the Notes. The “Place of Payment” for the Notes shall be at the address of the Paying Agent, currently located at 6200 S. Quebec St., Greenwood Village, Colorado 80111.

For purposes of Section 1.14 of the Original Indenture, the Issuer shall make, or cause to be made, payments on any Interest Payment Date, Redemption Date, Purchase Date whether or not such date is a Business Day in Toronto, Ontario, unless such date shall not be a Business Day in New York, New York, notwithstanding the definition of “Business Day” in Section 1.1 of the Original Indenture.

For such Notes (if any) as are not represented by a Global Security, payments of principal (and premium, if any) and interest on any Notes will be made at the Corporate Trust Office of the U.S. Trustee currently located at the Place of Payment, except that, at the option and expense of the Issuer, payment of interest may be made by (a) cheque mailed to the address of the Person entitled thereto as such address shall appear on the Security Register or (b) wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register. The Issuer hereby appoints the Canadian Trustee as the initial transfer agent for the transfer of the Notes at the Corporate Trust Office of the Canadian Trustee currently located at 100 University Avenue, 11th Floor, Toronto, Canada M5J 2Y1.

2.5.1           The Notes will be issued in initial denominations of $25.00 and multiples of $25.00 in excess thereof and shall bear interest at the rate of 4.50% per annum, payable in equal quarterly installments in arrears, subject to deferral as set forth in Section 2.11 (Deferral Right).

2.5.2           Interest in respect of the Notes shall accrue from and including November 24, 2020 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for.

2.5.3           The first interest period will begin on (and include) the Issue Date and end on (but exclude) the first Interest Payment Date and each successive interest period will begin on (and include) an Interest Payment Date and end on (but exclude) the next succeeding Interest Payment Date (each, an “Interest Period”).

2.5.4           Interest for each Interest Period from the Issue Date will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Where it is necessary to calculate an amount of interest in respect of any Note for a period which is less than or equal to a complete Interest Period, such interest shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each and, in the case of an incomplete month, the number of days elapsed.

2.5.5           The Interest Payment Dates on which interest shall be payable in respect of the Notes shall be February 24, May 24, August 24 and November 24 in each year (each, an “Interest Payment Date”), commencing on February 24, 2021, subject to deferral in accordance with Section 2.11 (Deferral Right).

2.5.6           The Regular Record Dates for interest in respect of the Notes shall be February 9, May 9, August 9 and November 9 (whether or not a Business Day) in respect of the Interest Payment Date that occurs on February 24, May 24, August 24 and November 24, respectively.

The Issuer may, at its option, on giving not less than 10 nor more than 60 days’ notice to the Holders of Notes in accordance with the notice provisions (other than notice periods) set forth in the Original Indenture (which notice shall be irrevocable), redeem the Notes (in whole or in part) on the First Call Date and at any time and from time to time thereafter, at a redemption price per $25 principal amount of the Notes equal to 100% of the principal amount thereof, together with accrued but unpaid interest thereon up to (but excluding) the relevant Redemption Date and any outstanding Arrears of Interest owing thereon (without double counting). The Issuer will give notice to the Trustees of any redemption at least five (5) Business Days’ prior to when notice is due to Holders of Notes.

Subject to Section 2.10 (Conditions to Special Event Redemption and Substitution and Variation) below, and on the giving of not less than 10 nor more than 60 days’ notice to Holders of Notes in accordance with the notice provisions (other than notice periods) set forth in the Original Indenture (which notice shall be irrevocable), if an Accounting Event, Rating Agency Event or a Tax Deduction Event occurs, the Issuer may, subject to applicable laws, redeem the Notes (in whole but not in part) at their applicable Early Redemption Amount.

Subject to Section 2.10 (Conditions to Special Event Redemption and Substitution and Variation) below, and on the giving of not less than 10 nor more than 60 days’ notice to the Holders of Notes in accordance with the notice provisions (other than notice periods) set forth in the Original Indenture (which notice shall be irrevocable), the Notes may be redeemed or purchased and cancelled (in whole but not in part) at their applicable Early Redemption Amount (an “Optional Tax Redemption”) if, as a result of any Tax Law Change, the Issuer or the Company would be required to pay additional amounts as contemplated in Section 2.16 (Payment of Additional Amounts), where, prior to such Tax Law Change the requirement to pay additional amounts did not exist or there was materially less risk that the payment of additional amounts would be required as determined in the reasonable opinion of the Issuer in respect of payments by the Issuer, or as determined in an opinion of independent counsel of a nationally recognized law firm in Canada experienced in such matters in respect of payments by the Company, and provided that the foregoing cannot be avoided by the Issuer taking reasonable measures available to it including, without limitation, applying for listing of the Notes on a Recognised Stock Exchange or Multilateral Trading Facility. Additionally, references in this Section 2.8 and Section 2.16 (Payment of Additional Amounts) to the United Kingdom and/or Canada shall be deemed also to refer to any other jurisdiction or relevant authority thereof in respect of which any successor issuer or guarantor is required to pay additional amounts pursuant to the Indenture (except that as regards any such jurisdiction, the provisions for an Optional Tax Redemption will apply to Tax Law Changes (where references to the United Kingdom and Canada in the definition of “Tax Law Change” shall be deemed also to refer to the jurisdiction in which the relevant successor issuer or guarantor is incorporated) in the jurisdiction in which the successor issuer or guarantor is incorporated) occurring after the date of the relevant succession).

If a Rating Agency Event, an Accounting Event, a Tax Deduction Event or an event that permits an Optional Tax Redemption pursuant to Section 2.8 to occur (a “Substitution or Variation Event”) has occurred and is continuing, then the Issuer or the Company may, as an alternative to redemption, subject to Section 2.10 (Conditions to Special Event Redemption and Substitution and Variation) below (without any requirement for the consent or approval of the Holders of Notes) and subject to the Trustees, immediately prior to the giving of any notice referred to herein, having received an Officers’ Certificate and an Opinion of Counsel, each stating to the effect that the provisions of this Section 2.9 have been complied with, and having given not less than 10 nor more than 60 days’ notice to the Holders of Notes (which notice shall be irrevocable), at any time either (i) substitute all, but not less than all, of the Notes for, or (ii) vary certain terms of the Notes with the effect that they remain or become (as the case may be), Qualifying Securities, and the Holders of Notes shall be bound by such substitution or variation.

Upon expiry of such notice, the Issuer or the Company will either vary certain terms of or, as the case may be, substitute the Notes in accordance with this section.

In connection with the substitution of Qualifying Securities for the Notes or the variation of the terms of the Notes, each Holder by its purchase of the Notes authorizes the Trustees to, and the Trustees shall, authenticate such new notes in accordance with Section 2.2 of the Original Indenture.

In connection with any substitution or variation in accordance with this section, the Issuer will comply with the rules of any stock exchange on which the Notes are for the time being listed or admitted to trading. All Qualifying Securities must be delivered in accordance with applicable Canadian prospectus requirements or an exemption therefrom.

Any such substitution or variation in accordance with the foregoing provisions following a Substitution or Variation Event shall only be permitted if it does not give rise to any other Substitution or Variation Event with respect to the Qualifying Securities.

Any such substitution or variation in accordance with the foregoing provisions following a Substitution or Variation Event shall only be permitted if it does not result in the Qualifying Securities no longer being eligible for the same, or a higher amount of, “equity credit” (or such other nomenclature that the Rating Agency may then use to describe the degree to which an instrument exhibits the characteristics of an ordinary share) as is attributed to the Notes on the date notice is given to Holders of Notes of the substitution or variation. In no event shall the Trustees have any responsibility whatsoever to determine whether any such substitution or variation results in the Qualifying Securities.

“Qualifying Securities” means Securities that contain terms not materially less favorable to the Holders of Notes, taken as a whole, than the terms of the Notes (as reasonably determined by the Issuer (in consultation with an independent investment bank or counsel of international standing)) and provided that an Officer’s Certificate to such effect (and confirming that the conditions set out in (a) to (j) below have been satisfied) shall have been delivered to the Trustees prior to the substitution or variation of the Notes upon which certificate the Trustees shall rely absolutely). Such Qualifying Securities:

Prior to the publication of any notice of redemption pursuant to the provisions set for under Section 2.7 (Optional Redemption for Certain Events) or Section 2.8 (Optional Tax Redemption) or any notice of substitution or variation pursuant to Section 2.9 (Substitution or Variation of the Notes), the Issuer or the Company will deliver to the Trustees an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent, the relevant requirement or circumstance giving rise to the right to redeem, substitute or vary is satisfied, and where the relevant Special Event requires measures reasonably available to the Issuer or the Company to be taken, the relevant Special Event cannot be avoided by the Issuer or the Company taking such measures.

In relation to a substitution or variation pursuant to Section 2.9 (Substitution or Variation of the Notes), such Officer’s Certificate shall also include further certifications that the criteria specified in paragraphs (a) to (j) of the definition of Qualifying Securities will be satisfied by the Qualifying Securities upon issue and that such determinations were reached by the Issuer in consultation with an independent investment bank or counsel of international standing. The Trustees may rely absolutely upon and shall be entitled to accept such Officer’s Certificate without any liability to any Person for so doing and without any further inquiry as sufficient evidence of the satisfaction of the conditions precedent set out in such paragraphs, in which event it shall be conclusive and binding on all Holders.

Any redemption of the Notes in accordance with conditions set forth under Section 2.7 (Optional Redemption for Certain Events) and Section 2.8 (Optional Tax Redemption) in respect of a Special Event, as applicable, shall be conditional on all outstanding Arrears of Interest being paid in full in accordance with Section 2.11 (Deferral Right) on or prior to the date thereof, together with any accrued and unpaid interest up to (but excluding) such redemption, substitution or, as the case may be, variation date, with respect to the Notes.

The Trustees are under no obligation to ascertain whether any Special Event or any event which could lead to the occurrence of, or could constitute, any such Special Event has occurred and, until it shall receive an Officer’s Certificate and Opinion of Counsel pursuant to the Indenture to the contrary, the Trustees may assume that no such Special Event or such other event has occurred.

2.11.1        General

The Issuer may, in its sole discretion, elect to defer any payment of interest (in whole or in part) (a “Deferred Interest Payment”) which is otherwise scheduled to be paid on an Interest Payment Date. If the Issuer elects not to make all or part of any payment of interest on an Interest Payment Date, then the Issuer will not have any obligation to pay such interest on the relevant Interest Payment Date. Any Deferred Interest Payment shall itself bear interest at the Interest Rate from (and including) the date on which (but for such deferral) the Deferred Interest Payment would otherwise have been due to be made to (but excluding) the date on which the Deferred Interest Payment is paid, and interest will be added to such Deferred Interest Payment (and thereafter accumulate additional interest at the Interest Rate accordingly) on each Interest Payment Date (such further interest together with the Deferred Interest Payment, being “Arrears of Interest”). Non-payment of Arrears of Interest shall not constitute a default by the Issuer or the Company under the Notes or the Guarantee Obligations or for any other purpose, unless such payment of Arrears of Interest becomes due and payable in accordance with Sections 2.11.3 (Optional Settlement of Arrears of Interest) or 2.11.4 (Mandatory Settlement of Arrears of Interest) below or otherwise in accordance with the terms of the Notes.

2.11.2        Notice of Interest Deferral.

The Issuer will notify the Holders of Notes, the Trustees and, if required by the rules of any stock exchange on which the Notes are listed from time to time, such stock exchange, of any determination by the Issuer not to pay all or part of the Interest Amount which would otherwise fall due on an Interest Payment Date with respect to the Notes not more than 30 Business Days and not less than five Business Days prior to the relevant Interest Payment Date. Deferral of Interest Amounts will not constitute a default of the Issuer or the Company or any breach of their respective obligations under the Notes, the Guarantee Obligations or the Indenture or for any other purpose.

2.11.3        Optional Settlement of Arrears of Interest.

Arrears of Interest may be satisfied at the option of the Issuer in whole or in part at any time (the “Optional Deferred Interest Settlement Date”) following delivery of a notice to such effect given by the Issuer to the Holders of Notes in accordance with the notice provisions (other than notice periods) set forth in the Indenture and the Trustees not less than three Business Days prior to the relevant Optional Deferred Interest Settlement Date informing them of its election to so satisfy such Arrears of Interest (or part thereof) and specifying the relevant Optional Deferred Interest Settlement Date and the amount of Arrears of Interest to be paid.

2.11.4        Mandatory Settlement of Arrears of Interest.

Notwithstanding the provisions above relating to the ability of the Issuer to defer Interest Payments, the Issuer shall pay all outstanding Arrears of Interest (in whole but not in part) on the earliest of the following:

For the avoidance of doubt, any Arrears of Interest will not become subject to the Guarantee Obligations until they are due and payable pursuant to this Section 2.11.4.

The Notes and the certificate of the U.S. Trustee endorsed thereon shall each be issuable initially as one or more Global Securities in minimum denominations of $25.00 and integral multiples of $25.00 in excess thereof and shall be substantially in the form set forth in Annex A hereto. The Issuer hereby appoints the U.S. Trustee as Authenticating Agent for the Notes, and the U.S. Trustee shall authenticate the certificate of the Trustee in its capacity as Trustee or as Authenticating Agent. The Issuer hereby appoints the Canadian Trustee as Security Registrar for the Notes. The Issuer hereby appoints The Depository Trust Company as the Depositary for Global Securities.

2.13.1        General.

Section 6.1, Section 6.3 and Section 6.7 of the Original Indenture shall not apply to the Notes. Solely with respect to the Notes (and not with respect to any other Securities issued or outstanding under the Original Indenture), for so long as any of the Notes remain outstanding, “Event of Default” means only a Liquidation Proceeding of the Issuer or the Company other than for the purposes of a Solvent Reorganization of the Issuer or the Company.

2.13.2        Proceedings.

If, for a period of 30 days or more, the Issuer or the Company is in default in the payment of any principal or interest (including any Arrears of Interest (but subject to the Company’s right, at its sole option, to defer interest payments, as described under Section 2.11 (Deferral Right))) in respect of the Notes which has become due and payable (a “Payment Default”), then the Issuer and/or the Company, as the case may be, shall, without notice from the Trustees, be deemed to be in default under the Indenture and the Notes (subject to the provisions set forth below) the Trustees may, and if instructed by the Holders of Notes as described in Section 2.13.4 (Entitlement of Trustees) shall, take such actions as set forth under this Section 2.13.2 (Proceedings) or Section 2.13.3 (Enforcement) to institute actions, steps or proceedings for a Liquidation Proceeding of the Issuer, and/or prove in a Liquidation Proceeding of the Issuer and/or claim in the liquidation administration of the Issuer, such claim being subordinated, and for the amount, as provided in Section 2.18 (Subordination and Waiver of Set-off). For the avoidance of doubt, a Payment Default is not an Event of Default and shall not result in any right of acceleration pursuant to Section 6.2 of the Indenture.

2.13.3        Enforcement.

Without prejudice to Section 2.13.2 (Proceedings) and subject to the provisions set forth below and the Indenture, the Trustees may, and if instructed by the Holders of Notes as described in Section 2.13.4 (Entitlement of Trustees) below shall, at any time and without further notice, institute such proceedings or take such steps or actions against the Issuer and/or the Company as the Trustees may think fit to enforce any term or condition binding on the Issuer and/or the Company under the Indenture or the Notes, but in no event shall the Issuer and/or the Company, by virtue of the institution of any such proceedings, steps or actions, be obliged to pay any sum or sums in cash or otherwise, sooner than the same would otherwise have been payable by it under the Indenture or the Notes.

2.13.4        Entitlement of Trustees.

No Trustee shall be bound to take any of the actions referred to in the provisions set forth under Section 2.13.2 (Proceedings) or Section 2.13.3 (Enforcement) above against the Issuer and/or the Company to enforce the terms of the Indenture or the Notes at the request of the Holders of Notes or take any other action or step under or pursuant to the terms of the Notes or the Indenture unless (a) it shall have been so requested in writing by the Holders of at least 25% in principal amount of the Notes then outstanding and (b) it shall have been indemnified and/or secured and/or prefunded by the Holders to its satisfaction. However, if a Payment Default or an Event of Default has occurred and is continuing, each Trustee shall exercise such of the rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. The Trustees shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the request of the Holders of at least 25% in principal amount of the Notes then outstanding. The Trustees shall not be deemed to have knowledge or notice of the occurrence of any default or Event of Default, unless a responsible trust officer of each Trustee shall have received written notice from the Issuer or a Holder of Notes describing such default or Event of Default, and stating that such notice is a notice of default.

2.13.5             Right of Holders of Notes.

No Holder of Notes shall be entitled to proceed directly against the Issuer or the Company or to institute a Liquidation Proceeding of the Issuer or claim in the liquidation of the Issuer or the Company or to prove in such Liquidation Proceeding unless the Trustees, having become so bound to proceed, institute, prove or claim, fail to do so within a 60 day period and such failure shall be continuing, in which case the Holders shall have only such rights against the Issuer or the Company as those which the Trustees are entitled to exercise as set out in this Section 2.13.

2.13.6             Extent of Holders’ Remedy.

No remedy against the Issuer or the Company, other than as referred to in this Section 2.13, shall be available to the Trustees or the Holders, whether for the recovery of amounts owing in respect of the Notes, the Guarantee Obligations or under the Indenture or in respect of any breach by the Issuer or the Company of any of their other obligations under or in respect of the Notes, the Guarantee Obligations or under the Indenture. For the avoidance of doubt, nothing in the foregoing shall (a) prevent the Trustees from proving in any Liquidation Proceeding (otherwise than for the purposes of a Solvent Reorganization of the Issuer or the Company, as the case may be) or administration of the Issuer or the Company and/or claiming in any liquidation of the Issuer or the Company, or (b) impair the right of any Holder under Section 6.8 of the Original Indenture.

The covenants contained in Article 3 of this First Supplemental Indenture shall apply to the Notes in addition to the covenants contained in the Original Indenture.

Without the consent of any Holders, the Issuer, when authorized by a Board Resolution, the Company and the Trustees, may enter into a supplemental indenture to the Indenture in respect of the Notes, in form satisfactory to the Trustees, for the purpose of adding as a co-obligor (whether as an additional issuer or guarantor) of the Notes, an Affiliate of the Issuer or the Company (each, a “Co-Obligor”); provided that any such Co-Obligor shall be organized or formed under the laws of (1) any state of the United States, (2) Canada or any province or territory thereof, (3) the United Kingdom, (4) Australia or (5) any country that is a member of the European Union; and provided, further, that the Issuer may only add a Co-Obligor if the Issuer determines that adding such Co-Obligor would not result in a deemed sale or exchange of the Notes by any Holder for U.S. federal income tax purposes under applicable U.S. Treasury Regulations. Any such supplemental indenture entered into for the purpose of adding a Co-Obligor formed under any jurisdiction other than a state of the United States (each, a “Non-U.S. Co-Obligor”) shall include a provision for (a) the payment of additional amounts (“Other Additional Amounts”) in the form substantially similar to that provided in Section 2.16 (Payment of Additional Amounts) including, for the avoidance of doubt, provision that Additional Amounts shall be payable if the Non-U.S. Co-Obligor is required to withhold or deduct any amount for or on account of Taxes from any payment made by it under or with respect to the Notes in respect of Taxes imposed or levied by or on behalf of the jurisdiction of incorporation of such Non-U.S. Co-Obligor or relevant authority thereof or therein having power to tax, with such modifications as the Company and such Non-U.S. Co-Obligor reasonably determine are customary and appropriate for U.S. bondholders to address then-applicable (or potentially applicable future) Taxes imposed or levied by or on behalf of the applicable governmental authority in respect of payments made by such Non-U.S. Co-Obligor under or with respect to the Notes, including any exceptions thereto as the Company and such Non-U.S. Co-Obligor shall reasonably determine would be customary and appropriate for U.S. bondholders and (b) the right of any Non-U.S. Co-Obligor to redeem the Notes at the Early Redemption Amount that would be applicable to an Optional Tax Redemption in the event that Additional Amounts become payable by a Non-U.S. Co-Obligor in respect of the Notes as a result of any Tax Law Change (where references to the United Kingdom and Canada in the definition of “Tax Law Change” shall be deemed also to refer to the jurisdiction in which the Non-U.S. Co-Obligor is incorporated) that is announced or becomes effective after the date of such supplemental indenture.

Any such Co-Obligor shall be jointly and severally liable with the Issuer or the Company (as applicable) to pay the principal, premium (if any), interest and certain other amounts on the Notes.

All payments made by the Issuer or the Company under or with respect to the Notes will be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (hereinafter, “Taxes”) imposed or levied by or on behalf of the government of the United Kingdom and/or Canada or of any province or territory or other jurisdiction thereof or therein or by any authority or agency thereof or therein having power to tax, unless the Issuer or the Company (as applicable) is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Issuer or the Company is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of the government of the United Kingdom and/or Canada or of any province or territory or other jurisdiction thereof or therein or by any authority or agency thereof or therein having power to tax from any payment made by it under or with respect to the Notes and the Notes are not redeemed in accordance with Section 2.8 (Optional Tax Redemption), the Issuer or the Company (as applicable) will pay such additional amounts (hereinafter “Additional Amounts”) as may be necessary so that the net amount received (including Additional Amounts) by each Holder of Notes (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder of Notes (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such Taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other Person entitled to payments on the Note, being a Person with whom the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), or (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and the United Kingdom and/or Canada or any province or territory or other jurisdiction thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect, of such Note as a non-resident or deemed non-resident of the United Kingdom and/or Canada or any province or territory or other jurisdiction thereof or therein; (b) any Tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made, except to the extent that the Holder of Notes would have been entitled to such Additional Amounts on presentation of the Notes for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property Tax or any similar Tax; (e) any Tax imposed as a result of the failure of a Holder of Notes or beneficial owner of Notes to comply with certification, identification, declaration, filing or similar requirements concerning the nationality, residence, identity or connection with the United Kingdom and/or Canada or any province or territory or other jurisdiction thereof or therein of such Holder of Notes or beneficial owner of Notes, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such Tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) Tax or penalty arising from the Holder’s or beneficial owner's failure to properly comply with the Holder’s or beneficial owner's obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f).

The Issuer or the Company (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or the Company (as applicable) will furnish to the Holders of Notes, within 30 days after the date the payment of any Taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Company will indemnify and hold harmless each Holder of Notes (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any Taxes (other than any Taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or the Company (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any Taxes (other than any Taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such Taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income.

At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or Company (as applicable) will be obligated to pay Additional Amounts with respect to such payment, the Issuer or the Company (as applicable) will deliver to the Trustees an Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustees to pay such Additional Amounts to Holders of Notes on the payment date. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), Early Redemption Amount, Purchase Price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The obligations of the Issuer and the Company under this Section 2.16 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.

The Notes shall be defeasible pursuant to both of Section 14.2 and Section 14.3 of the Original Indenture.

In the event the Issuer exercises its defeasance option with respect to the Notes pursuant to Section 14.2 of the Original Indenture, the Company’s obligations with respect to the Notes under Section 2.16 (Payment of Additional Amounts) of this First Supplemental Indenture shall survive.

2.18.1        Subordination of the Notes.

The Issuer covenants and agrees, and each Holder of Notes, by the acceptance thereof, covenants and agrees, that the Notes will be direct unsecured subordinated obligations of the Issuer and will rank pari passu without any preference among themselves and pari passu with any Issuer Parity Obligations but junior to all Issuer Senior Obligations and senior to the Ordinary Shares of the Issuer.

In the event a Liquidation Proceeding of the Issuer occurs (otherwise than for the purposes of a Solvent Reorganization of the Issuer), the amount payable by the Issuer to a Holder of Notes under or in relation to such Notes (in lieu of any other payment by the Issuer to such Holder of Notes under or in relation to the Notes, including pursuant to the terms of the Notes or the Indenture) shall be the amount that would have been paid to such Holder of Notes if, immediately prior to and throughout such Liquidation Proceeding, such Holder of Notes was the Holder of Issuer Notional Preference Shares. For the purposes only of that calculation, in respect of each Note and accrued but unpaid interest (including any outstanding Arrears of Interest in respect of such interest), the Holder of the Note will be deemed to hold an Issuer Notional Preference Share entitling such Holder thereof to receive in respect of such Issuer Notional Preference Share an amount in the Liquidation Proceeding of the Issuer that is equal to the principal amount of the relevant Note and all accrued but unpaid interest thereon and outstanding Arrears of Interest in respect of such interest (without double counting).

2.18.2        Subordination of the Guarantee Obligations.

By the acceptance thereof, each Holder of Notes covenants and agrees that the Guarantee Obligations will be unsecured and subordinated obligations of the Company and that the rights and claims of the Holders in respect thereof will rank pari passu without any preference among themselves and pari passu with all Company Parity Obligations but junior to any Company Senior Obligations and senior to the Company Shares.

In the event a Liquidation Proceeding of the Company occurs (otherwise than for the purposes of a Solvent Reorganization of the Company), the amount payable by the Company to a Holder of Notes under or in relation to the Guarantee Obligations in respect of such Notes (in lieu of any other payment by the Company to such Holder of Notes under or in relation to the Guarantee Obligations), shall be the amount that would have been paid to such Holder of Notes if, immediately prior to and throughout such Liquidation Proceeding, such Holder of Notes was the Holder of Company Preference Shares. For the purposes only of that calculation, in respect of each Note and accrued but unpaid interest (including any outstanding Arrears of Interest in respect of such interest payment), the Holder of the Note will be deemed to hold a Company Preference Share entitling such Holder thereof to receive in respect of such Company Preference Share an amount in the Liquidation Proceeding of the Company that is equal to the principal amount of the relevant Note and all accrued but unpaid interest thereon and any outstanding Arrears of Interest in respect of such interest (without double counting). For the purpose of construing the provisions of the Guarantee Obligations and the Company’s payment obligations in respect thereof, the latter amounts shall be treated as due and payable by Issuer on the date such Liquidation Proceeding of the Issuer or the Company commences and consequently, a claim under the Guarantee Obligations in respect of such amount may be made on, or at any time after, such date.

2.18.3        Subrogation.

Subject to the payment in full of all Senior Obligations, the Holders of Notes shall be subrogated (equally and ratably with the holders of all obligations of the Issuer which by their express terms are subordinated to Senior Obligations to the same extent as the Notes are subordinated and which are entitled to like rights of subrogation) to the rights of the holders of Senior Obligations to receive payments or distributions of cash, property or securities of the Issuer or the Company applicable to the Senior Obligations until all amounts owing on the Notes shall be paid in full, and as between the Issuer or the Company, its creditors other than holders of such Senior Obligations and the Holders of Notes, no such payment or distribution made to the holders of Senior Obligations by virtue of this Section 2.18 that otherwise would have been made to the Holders of Notes shall be deemed to be a payment by the Issuer or the Company on account of such Senior Obligations, it being understood that the provisions of this Section 2.18 are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Senior Obligations, on the other hand.

2.18.4      Payments on Notes Permitted.

Except as otherwise provided in this Section 2.18, nothing contained in this Indenture or in the Notes shall affect the obligations of the Issuer or the Company, as applicable, to make, or prevent the Issuer or the Company, as applicable, from making, payment of the principal of or interest on the Notes in accordance with the provisions hereof and thereof.

2.18.5      Effectuation of Subordination by Trustees.

Each Holder of Notes by its acceptance thereof authorizes and directs the Trustees on its behalf to take such action as may be necessary or appropriate to effect the subordination as provided in this Section 2.18 and appoints the Trustees as its attorney-in-fact for any and all such purposes. This appointment shall be irrevocable.

2.18.6      Rights of Holders of Senior Obligations Not Impaired.

No right of any present or future holder of any Senior Obligations to enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or the Company, as applicable, or by any noncompliance by the Issuer or the Company, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. With respect to the holders of Senior Obligations, the Trustees undertake to perform or to observe only such of their covenants and obligations as are specifically set forth in Section 2.18 (Subordination and Waiver of Set-Off), and no implied covenants or obligations with respect to the holders of Senior Obligations shall be read into this First Supplemental Indenture against the Trustees. The Trustees shall not be deemed to owe any fiduciary duty arising under this First Supplemental Indenture to the holders of Senior Obligations and shall not be liable to any such holders if the Trustees shall in good faith mistakenly pay over or distribute to Holders of Notes or to the Issuer or to any other Person cash, property or securities to which any holders of Senior Obligations shall be entitled by virtue of Section 2.18 (Subordination and Waiver of Set-Off) or otherwise.

2.18.7      Waiver of Set-off.

To the extent and in the manner permitted by applicable law, neither the Trustees (in respect of amounts owed to the Trustees by the Issuer or the Company, as the case may be, in respect of, and arising from, the Notes and/or the Guarantee Obligations, as applicable, but not in respect of any costs, charges, indemnities, remuneration fees, liabilities or expenses owed to the Trustees by the Issuer or the Company, as the case may be) nor any Holder of Notes may exercise, claim or plead any right of set-off, counterclaim, compensation or retention in respect of any amount owed to it by the Issuer or the Company, as the case may be, in respect of, or arising from, the Notes and/or the Guarantee Obligations, as applicable, and each Holder of Notes will, by virtue of its holding of any Note, be deemed to have waived and to have directed and authorized the Trustees on its behalf to have waived, all such rights of set-off, counterclaim, compensation or retention. Notwithstanding the preceding sentence, if any of the rights and claims of any Holder of Notes in respect of or arising under the Notes or the Guarantee Obligations are discharged by set-off, such Holder will immediately pay an amount equal to the amount of such discharge to the Issuer or the Company or, if applicable, the liquidator, trustee, receiver or administrator of the Issuer or the Company and, until such time as payment is made, will hold a sum equal to such amount on trust for the Issuer or the Company or, if applicable, the liquidator, trustee, receiver or administrator in the relevant liquidation, winding-up or administration. Accordingly, such discharge will be deemed not to have taken place. Nothing in this Section 2.18 (Subordination and Waiver of Set-Off) shall affect, apply to or prejudice the payment or reimbursement of the fees, costs, charges, expenses, indemnities, liabilities or remuneration of the Trustees or the rights and remedies of the Trustees in respect thereof.

In addition to subsections (a) to (e) of Section 10.2 of the Original Indenture, without the consent of the Holder of each outstanding Note affected thereby, the Issuer, the Company and the Trustees may not modify the subordination provisions applicable to the Notes in a manner adverse to the Holder thereof.

Pursuant to Section 3.1 of the Original Indenture, the Company hereby consents to the issuance of the Notes by the Issuer and acknowledges and confirms that its obligations with respect to the Notes constitute Guarantee Obligations.

No sinking fund will be provided with respect to the Notes.

Article 3
CoVENANTS OF THE COMPANY AND THE ISSUER APPLICABLE TO THE NOTES.

Unless the Issuer has paid all accrued and payable Arrears of Interest, neither the Company nor the Issuer will:

except, in each case, (I) if the Issuer or the Company (as the case may be) is obliged under the terms and conditions of such securities or obligations to make such dividend, distribution or payment or to complete such redemption or such repurchase, (II) such dividend, distribution, payment, redemption or repurchase is made or effected by the Issuer or the Company to, or for the benefit of, employees or former employees (including directors holding or formerly holding executive office or the personal service company of any such Person) or their spouses or relatives of the Issuer or the Company or any associated company or to a trustee or trustees to be held for the benefit of any such person or to the administrator or estate of any such person, in any such case pursuant to any share, share-based or option plan or scheme or pursuant to any dividend reinvestment plan or similar plan or scheme, or (III) such dividend, distribution or payment is made between the Issuer and the Company or its subsidiaries.

Paragraph (b) above shall not apply in respect of any pro rata dividend or distribution or any other payment on any Issuer Parity Obligation and/or Company Parity Obligation which is made with a pro rata payment of any Arrears of Interest with respect to the Notes.

The Issuer shall at all times remain a Subsidiary of the Company.

Article 4
MISCELLANEOUS

The Original Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

The Trustees hereby accept the trusts and duties declared and provided for in, and as otherwise contemplated by, this First Supplemental Indenture and hereby agree to perform the same upon the terms and conditions set forth herein and as contemplated hereby and in the Original Indenture, in each case as supplemented and amended from time to time. All the rights, protections, immunities and indemnities afforded to the Trustees and the Agents, as applicable, under the Original Indenture shall also be afforded to the Trustees and Agents, as applicable, as if the same were set forth herein mutatis mutandis.

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

This Supplemental Indenture, each Note and the Guarantee Obligations shall be governed by and construed in accordance with the laws of the state of New York, except for (a) the subordination (Section 2.18.1) and waiver of set-off (Section 2.18.7) provisions in respect of the Notes, which will be governed by English law and (b) the subordination (Section 2.18.2) and waiver of set-off (Section 2.18.7) provisions in respect of the Guarantee Obligations, which will be governed by the laws of Ontario, Canada. Notwithstanding the preceding sentence, the exercise, performance or discharge by the Canadian Trustee of any of its rights, powers, duties or responsibilities hereunder shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable thereto.

In case any one or more of the provisions contained in this First Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this First Supplemental Indenture or of the Notes, but this First Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. This instrument may be executed and delivered by facsimile or other electronic transmission of a counterpart hereof bearing a manual, facsimile or other electronic signature.

The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture. The recitals of fact contained herein shall be taken as the statements of the Issuer and the Trustees assume no responsibility for the correctness thereof. The Issuer hereby authorizes and directs the Trustees to execute and deliver this First Supplemental Indenture.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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

[Signature Page – First Supplemental Indenture]

[Signature Page – First Supplemental Indenture]

ANNEX A

[Face of Note] 

[Insert if the Security is a Global Security — THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

Unless this certificate is presented by an authorized representative of The Depository Trust Company (“DTC”), a New York corporation, to Brookfield Finance I (UK) plc or its agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of Cede & Co., or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.]

BROOKFIELD FINANCE I (UK) PLC

4.50% Perpetual Subordinated Notes

Brookfield Finance I (UK) plc, a company duly organized and existing under the laws of England and Wales (herein called the “Issuer”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ·, or registered assigns, the principal sum of · (·) United States Dollars on any date on which this Note becomes due for redemption in accordance with its terms (the “Redemption Date”), and to pay interest thereon, but subject to deferral (in whole or in part) as set forth below and in the Indenture, from and including November 24, 2020 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears on February 24, May 24, August 24 and November 24 in each year, commencing on February 24, 2021, at a rate of 4.50% per annum. As provided in the Indenture, interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest shall accrue from and including November 24, 2020. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes are or are to be issued and held and the rights, remedies and obligations of the Holders of Notes, of the Issuer and of the Trustees in respect thereof, all to the same effect as if the provisions of the Indenture were herein set forth, to all of which provisions the Holder by acceptance hereof acknowledges and assents.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be February 9, May 9, August 9 and November 9 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Subject to the deferral rights set forth in the next paragraph and in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder of Notes on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustees, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

The Issuer may, in its sole discretion, elect to defer any payment of interest (in whole or in part) (a “Deferred Interest Payment”) which is otherwise scheduled to be paid on an Interest Payment Date in respect of the Securities. If the Issuer elects not to make all or part of any payment of interest on an Interest Payment Date, then it will not have any obligation to pay such interest on the relevant Interest Payment Date. Any Deferred Interest Payment shall itself bear interest, at the Interest Rate, from (and including) the date on which (but for such deferral) the Deferred Interest Payment would otherwise have been due to be made to (but excluding) the date on which the Deferred Interest Payment is paid, and interest will be added to such Deferred Interest Payment (and thereafter accumulate additional interest at the Interest Rate accordingly) on each Interest Payment Date (such further interest together with the Deferred Interest Payment, being “Arrears of Interest”). Non-payment of Arrears of Interest shall not constitute a default by the Company or the Guarantor under the Securities or the Guarantee Obligations or for any other purpose, unless such payment of Arrears of Interest becomes due and payable in accordance with the terms of the Indenture.

This Security is a perpetual security in respect of which there is no fixed maturity or mandatory Redemption Date. This Security may be redeemed by the Company in accordance with the terms specified in the Indenture.

The indebtedness evidenced by this Security and by all other Securities now or hereafter certified and delivered under the Indenture is subordinated and subject in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all present and future Issuer Senior Obligations, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. The Company’s Guarantee Obligations rank subordinate in rank and priority of payment in full of all Company Senior Obligations on the same basis as this Security and the obligations of the Issuer hereunder are subordinated to all Issuer Senior Obligations.

Payment of the principal of (and premium, if any) and interest on this Security will be made at the Place of Payment in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debt; provided, however, that, at the option and expense of the Issuer, payment of interest may be made by (i) cheque mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register.

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

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

[The balance of this page is intentionally left blank; signature page follows]

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

Dated: ·

(FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This Note is one of the Notes referred to in the Indenture referred to above. 

(FORM OF REGISTRATION PANEL)

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

This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of November 24 2020 (the “Original Indenture”), as supplemented by the First Supplemental Indenture, dated as of November 24 2020 (the “First Supplemental Indenture”) (the Original Indenture and the First Supplemental Indenture together herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Issuer, Brookfield Asset Management Inc. (the “Company”), as guarantor, Computershare Trust Company of Canada, as Canadian trustee, and Computershare Trust Company, N.A., as U.S. trustee (hereinafter, the “Trustees”, which term includes any successor trustee(s) under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Company, the Trustees and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to US$230,000,000, all of which are issued under the First Supplemental Indenture. The Issuer may from time to time, without the consent of the Holders of the Securities, create and issue further securities having the same terms and conditions in all respects as the Securities issued on the date hereof, except for the issue date, the issue price and the first payment of interest thereon.  Additional securities issued in this manner will be consolidated with and will form a single series with the Securities; provided that any additional securities will only be issued if they are fungible with the original Securities.

The Issuer or the Company (as applicable) will pay to each relevant Holder or beneficial owner certain Additional Amounts in the event of the withholding or deduction of certain U.K. or Canadian taxes as described in the First Supplemental Indenture. In addition, certain Other Additional Amounts may be payable as contemplated in Section 2.15 of the First Supplemental Indenture and as described in the applicable supplemental indenture.

The Securities are redeemable at the Early Redemption Prices as described in the First Supplemental Indenture and in any applicable supplemental indenture as contemplated in Section 2.15 of the First Supplemental Indenture. The right is reserved to the Company to purchase or redeem the Notes for cancellation, in all cases in accordance with the provisions of the Indenture.

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

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

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

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the Corporate Trust Office of the Canadian Trustee, duly endorsed by, or accompanied by a written instrument of transfer, in form satisfactory to the Issuer and the Security Registrar, duly executed by the Holder hereof or attorney duly authorized in writing, and, thereupon, one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form without coupons in initial denominations of US$25.00 and multiples of US$25.00 in excess thereof.

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

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

This Security shall be governed by and construed in accordance with the laws of the State of New York, except for (i) the subordination and waiver of set-off provisions of the Notes, which shall be governed by English law and (ii) the subordination and waiver of set-off provisions of the Company’s Guarantee Obligations, which shall be governed by the laws of Ontario, Canada. Notwithstanding the preceding sentence, the exercise, performance or discharge by the Canadian Trustee of any of its rights, powers, duties or responsibilities hereunder shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable thereto.

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

Exhibit 99.3

	1114 Avenue of the Americas 23rd Floor New York, New York 10036.7703 USA
	Tel    212.880.6000
	Fax    212.682.0200
	www.torys.com

November 24, 2020

Brookfield Asset Management Inc.

Brookfield Place

181 Bay Street, Suite 300

P.O. Box 762

Toronto, Canada M5J2T3

Brookfield Finance I (UK) plc

Level 25, One Canada Square

London, United Kingdom, E14 5AA

RE Registration Statement on Forms F-10 and F-3
(File Nos. 333-249132 and 333-249134-03)

Brookfield Finance I (UK) plc — Notes Offering

Ladies and Gentlemen:

We have acted as special counsel for Brookfield Asset Management Inc., a corporation organized under the laws of Ontario, Canada (the “Corporation”) and Brookfield Finance I (UK) plc, a corporation organized under the laws of England and Wales (the “UK Issuer”) in connection with the offering by the UK Issuer of US$230,000,000 aggregate principal amount of its 4.50% Perpetual Subordinated Notes (the “Notes”), fully and unconditionally guaranteed by the Corporation (the “Guarantee” and together with the Notes, the “Securities”), pursuant to a prospectus supplement, dated as of November 17, 2020 (the “Prospectus Supplement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)(5) under the U.S. Securities Act of 1933, as amended (the “Securities Act”) to the Registration Statement on Forms F-10 and F-3 (File Nos. 333-249132 and 333-249134-03) (as amended, the “Registration Statement”). The Securities are to be sold pursuant to the Underwriting Agreement, dated as of November 17, 2020 (the “Underwriting Agreement”) among the UK Issuer, the Corporation and the underwriters named therein (the “Underwriters”), and issued pursuant to the provisions of the Indenture, dated as of November 24, 2020 (the “Base Indenture”) among the UK Issuer, the Corporation and Computershare Trust Company of Canada, as Canadian trustee, and Computershare Trust Company, N.A., as U.S. trustee (collectively, the “Trustees”), and the First Supplemental Indenture thereto, dated as of November 17, 2020 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”) among the UK Issuer, the Corporation and the Trustees.

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete; (ii) all documents submitted to us as copies conform to authentic, complete originals; (iii) all signatures on all documents that we reviewed are genuine; (iv) all natural persons executing documents had and have the legal capacity to do so; (v) all statements in certificates of public officials and directors and officers of the Corporation and the UK Issuer that we reviewed were and are accurate; (vi) the Indenture has been duly authorized, executed and delivered by, and represents a legal, valid and binding obligation of, the Trustees; (vii) to the extent execution and delivery is not governed by the laws of the State of New York, the Indenture has been duly executed and delivered by the UK Issuer and (viii) all representations made by the Corporation and the UK Issuer as to matters of fact in the documents that we reviewed were and are accurate.

- 2 -

Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, when the Notes have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, the Notes will constitute valid and binding obligations of the UK Issuer and the Guarantee will constitute valid and binding obligations of the Corporation, in each case enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to (w) the subordination and waiver of set-off provisions of the Notes, which are expressed to be governed by English law, (x) the enforceability of any waiver of rights under any usury or stay law, (y) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (z) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount to the extent determined to constitute unearned interest.

In connection with the opinions expressed above, we have assumed that, at or prior to the time of the delivery of the Securities, (i) the Registration Statement became effective upon being declared effective by the Commission on October 7, 2020 and such effectiveness shall not have been terminated or rescinded; (ii) the Base Indenture and the Supplemental Indenture are each valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the UK Issuer and the Corporation); and (iii) there shall not have occurred any change in law affecting the validity or enforceability of the Securities. We have also assumed that the execution, delivery and performance by the UK Issuer and the Corporation of the Notes or Guarantee, as applicable, (a) require no action by or in respect of, or filing with, any governmental body, agency or official and (b) do not contravene, or constitute a default under, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon the UK Issuer or the Corporation.

We are qualified to practice law in the Province of Ontario and the State of New York, and we do not express any opinion with respect to the laws of any jurisdiction other than (a) the laws of the Province of Ontario and (b) the laws of the State of New York, in each case, in force at the date of this opinion letter.  Notwithstanding the foregoing and our opinion above, we express no opinion with respect to the compliance or non-compliance with applicable privacy laws in connection with the Indenture or the issuance and sale of the Securities.

We hereby consent to the filing of this opinion letter as an exhibit to a report on Form 6-K to be filed by the Corporation on the date hereof and its incorporation by reference into the Registration Statement as Exhibit 5.1 to Form F-3 thereof, and further consent to the reference to our name under the caption “Legal Matters” in the Prospectus Supplement, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Torys LLP

Dear Sir or Madam,

Brookfield Finance I (UK) plc (the "Issuer")

Issuance by the Issuer of US$230,000,000 4.50% Perpetual Subordinated Notes (the "Notes") fully and unconditionally guaranteed, on a subordinated basis, by Brookfield Asset Management Inc. (the “Guarantor”)

Herbert Smith Freehills LLP and its subsidiaries and Herbert Smith Freehills, an Australian Partnership, are separate member firms of the international legal practice known as Herbert Smith Freehills.

Herbert Smith Freehills LLP is a limited liability partnership registered in England and Wales with registered number OC310989. It is authorised and regulated by the Solicitors' Regulation Authority of England and Wales. A list of the members and their professional qualifications is open to inspection at the registered office, Exchange House, Primrose Street, London EC2A 2EG. We use the word partner of Herbert Smith Freehills LLP to refer to a member of Herbert Smith Freehills LLP, or an employee or consultant with equivalent standing and qualifications.

Date 24 November 2020

Date 24 November 2020

This opinion is based upon the assumption (which may or may not be the case) that:

Date 24 November 2020

Date 24 November 2020

Date 24 November 2020

We hereby consent to the filing of this opinion letter as an exhibit to the Guarantor’s Form 6-K being filed on the date hereof and the incorporation by reference thereof into the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the Base Shelf Prospectus and the Prospectus Supplement, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended.

Yours faithfully,

/s/ Herbert Smith Freehills LLP