SENIOR INDENTURE



 Exhibit 4.1 
  

 
  

SUMITOMO MITSUI FINANCIAL GROUP, INC. 

as Issuer 
 and 

THE BANK OF NEW YORK MELLON 

as Trustee 
 SENIOR INDENTURE

 Dated as of March 9, 2016 
  

 
  
  

 







 TABLE OF CONTENTS 

 

					
		  	 	PAGE	  
		
	ARTICLE 1	  			
	DEFINITIONS	  			
		
	 Section 1.01. Certain Terms Defined
	  	 	1	  
		
	ARTICLE 2	  			
	SECURITIES	  			
		
	 Section 2.01. Forms Generally
	  	 	7	  
	 Section 2.02. Form of Trustee’s Certification of Authentication
	  	 	7	  
	 Section 2.03. Amount Unlimited; Issuable in Series
	  	 	8	  
	 Section 2.04. Authentication and Delivery of Securities
	  	 	11	  
	 Section 2.05. Execution of Securities
	  	 	12	  
	 Section 2.06. Certificate of Authentication
	  	 	12	  
	 Section 2.07. Denomination and Date of Securities; Payments of Interest
	  	 	12	  
	 Section 2.08. Registration, Transfer and Exchange
	  	 	13	  
	 Section 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities
	  	 	14	  
	 Section 2.10. Cancellation of Securities
	  	 	15	  
	 Section 2.11. Temporary Securities
	  	 	16	  
	 Section 2.12. Japanese Withholding Tax
	  	 	16	  
	 Section 2.13. CUSIP Numbers, ISIN Numbers and Common Codes
	  	 	18	  
		
	ARTICLE 3	  			
	COVENANTS	  			
		
	 Section 3.01. Payment of Principal and Interest
	  	 	18	  
	 Section 3.02. Offices for Payments, Registration, etc
	  	 	19	  
	 Section 3.03. Appointment to Fill a Vacancy in Office of Trustee
	  	 	19	  
	 Section 3.04. Paying Agents
	  	 	19	  
	 Section 3.05. Payment of Additional Amounts
	  	 	20	  
	 Section 3.06. Certificate of the Issuer
	  	 	23	  
	 Section 3.07. Securityholders Lists
	  	 	24	  
	 Section 3.08. Reports by the Issuer
	  	 	24	  
	 Section 3.09. Reports by the Trustee
	  	 	24	  
	 Section 3.10. Statement by Officers as to Event of Default
	  	 	24	  


  
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	ARTICLE 4	  			
	REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
DEFAULT	  			
		
	 Section 4.01. Event of Default, Acceleration of Maturity, Waiver of Acceleration
	  	 	24	  
	 Section 4.02. Collection of Indebtedness by Trustee; Trustee May Prove Debt
	  	 	27	  
	 Section 4.03. Application of Proceeds
	  	 	29	  
	 Section 4.04. Suits for Enforcement
	  	 	30	  
	 Section 4.05. Restoration of Rights on Abandonment of Proceeding
	  	 	30	  
	 Section 4.06. Limitations on Suits by Securityholder
	  	 	31	  
	 Section 4.07. Unconditional Right of Securityholders to Institute Certain Suits
	  	 	31	  
	 Section 4.08. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default
	  	 	31	  
	 Section 4.09. Control by Securityholders
	  	 	32	  
	 Section 4.10. Waiver of Past Default
	  	 	32	  
	 Section 4.11. Trustee to Give Notice of Default, but May Withhold in Certain Circumstances
	  	 	33	  
	 Section 4.12. Right of Court to Require Filing of Undertaking to Pay Costs
	  	 	33	  
	 Section 4.13. Judgment Currency
	  	 	34	  
		
	ARTICLE 5	  			
	CONCERNING THE TRUSTEE	  			
		
	 Section 5.01. Certain Duties and Responsibilities of the Trustee; Prior to Default; During Default
	  	 	34	  
	 Section 5.02. Certain Rights of the Trustee
	  	 	36	  
	 Section 5.03. [Reserved]
	  	 	38	  
	 Section 5.04. Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof
	  	 	38	  
	 Section 5.05. Trustee and Agents May Hold Securities; Collections, etc
	  	 	39	  
	 Section 5.06. Monies Held by Trustee
	  	 	39	  
	 Section 5.07. Compensation and Indemnification of Trustee and its Prior Claim
	  	 	39	  
	 Section 5.08. Right of Trustee to Rely on Officer’s Certificate, etc
	  	 	40	  
	 Section 5.09. Persons Eligible for Appointment as Trustee
	  	 	40	  
	 Section 5.10. Resignation and Removal; Appointment of Successor Trustee
	  	 	41	  
	 Section 5.11. Acceptance of Appointment by Successor Trustee
	  	 	42	  
	 Section 5.12. Merger, Conversion, Consolidation or Succession to Business of Trustee
	  	 	43	  
	 Section 5.13. Conflicting Interests
	  	 	43	  
	 Section 5.14. Appointment of Authenticating Agent
	  	 	44	  
		
	ARTICLE 6	  			
	CONCERNING THE SECURITYHOLDERS	  			
		
	 Section 6.01. Evidence of Action Taken by Securityholders
	  	 	45	  
	 Section 6.02. Proof of Execution of Instruments and of Holding of Securities; Record Date
	  	 	46	  
	 Section 6.03. Holders to be Treated as Owners
	  	 	46	  
	 Section 6.04. Securities Owned by Issuer Deemed Not Outstanding
	  	 	46	  
	 Section 6.05. Right of Revocation of Action Taken
	  	 	47	  


  
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	ARTICLE 7	  			
	SUPPLEMENTAL INDENTURES	  			
		
	 Section 7.01. Supplemental Indentures Without Consent of Securityholders
	  	 	47	  
	 Section 7.02. Supplemental Indentures With Consent of Securityholders
	  	 	49	  
	 Section 7.03. Effect of Supplemental Indenture
	  	 	50	  
	 Section 7.04. Documents to be Given to Trustee
	  	 	50	  
	 Section 7.05. Notation on Securities in Respect of Supplemental Indentures
	  	 	50	  
	 Section 7.06. Conformity with the Trust Indenture Act of 1939
	  	 	51	  
		
	ARTICLE 8	  			
	CONSOLIDATION, MERGER, SALE OR CONVEYANCE	  			
		
	 Section 8.01. Issuer May Consolidate, etc., on Certain Terms
	  	 	51	  
	 Section 8.02. Successor Substituted
	  	 	52	  
	 Section 8.03. Opinion of Counsel
	  	 	52	  
		
	ARTICLE 9	  			
	SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONIES	  			
		
	 Section 9.01. Satisfaction and Discharge of Indenture
	  	 	52	  
	 Section 9.02. Application by Trustee of Funds Deposited for Payment of Securities
	  	 	53	  
	 Section 9.03. Repayment of Monies Held by Paying Agent
	  	 	53	  
	 Section 9.04. Return of Monies Held by Trustee and Paying Agent Unclaimed for Two Years
	  	 	53	  
		
	ARTICLE 10	  			
	MISCELLANEOUS PROVISIONS	  			
		
	 Section 10.01. Incorporators, Stockholders, Officers and Directors of Issuer Exempt from Individual Liability
	  	 	54	  
	 Section 10.02. Provisions of Indenture for the Sole Benefit of Parties and Securityholders
	  	 	54	  
	 Section 10.03. Successors and Assigns of Issuer Bound by Indenture
	  	 	54	  
	 Section 10.04. Notices and Demands on Issuer, Trustee and Securityholders
	  	 	54	  
	 Section 10.05. Officer’s Certificates and Opinions of Counsel; Statements to be Contained Therein
	  	 	56	  
	 Section 10.06. Conflict with any Provision of Indenture with Trust Indenture Act of 1939
	  	 	57	  
	 Section 10.07. Governing Law
	  	 	57	  
	 Section 10.08. Counterparts
	  	 	57	  
	 Section 10.09. Effect of Headings
	  	 	57	  
	 Section 10.10. Submission to Jurisdiction
	  	 	58	  
	 Section 10.11. Non-Business Day
	  	 	58	  
	 Section 10.12. Waiver of Jury Trial
	  	 	58	  


  
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	ARTICLE 11	  			
	REDEMPTION AND REPURCHASE OF SECURITIES; SINKING FUNDS	  			
		
	 Section 11.01. Optional Tax Redemption
	  	 	59	  
	 Section 11.02. Applicability of Sections 11.03, 11.04 and 11.05
	  	 	59	  
	 Section 11.03. Notice of Redemption; Partial Redemptions
	  	 	59	  
	 Section 11.04. Payment of Securities Called for Redemption
	  	 	61	  
	 Section 11.05. Exclusion of Certain Securities from Eligibility for Selection for Redemption
	  	 	62	  
	 Section 11.06. Repurchase of Securities
	  	 	62	  
	 Section 11.07. Mandatory and Optional Sinking Funds
	  	 	62	  
		
	ARTICLE 12	  			
	ACKNOWLEDGEMENTS AND CONSENTS	  			
		
	 Section 12.01. Acknowledgements and Consents
	  	 	65	  
	 Section 12.02. Notice of Certain Events
	  	 	65	  
		
	ARTICLE 13	  			
	CALCULATION AGENT	  			
		
	 Section 13.01. Appointment
	  	 	65	  
	 Section 13.02. Calculation of Floating Interest
	  	 	65	  
	 Section 13.03. Commissions; Incidental Acts
	  	 	66	  
	 Section 13.04. Rights and Liabilities of the Calculation Agent
	  	 	66	  
	 Section 13.05. Resignation and Removal
	  	 	68	  


  
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 CROSS REFERENCE SHEET 

Cross-reference sheet of provisions of the Trust Indenture Act of 1939 and this Indenture: 

 

			
	 Section of the Act
	  	Section of Indenture
	 310(a)(1) and (2)
	  	5.09
	 310(a)(3) and (4)
	  	Inapplicable
	 310(a)(5)
	  	Incorporated by Section 318(c)
	 310(b)
	  	5.10
	 310(c)
	  	Inapplicable
	 311(a), (b) and (c)
	  	Incorporated by Section 318(c)
	 312(a)
	  	3.07
	 312(b)
	  	Incorporated by Section 318(c)
	 312(c)
	  	Incorporated by Section 318(c)
	 313(a)
	  	3.09
	 313(b)(1)
	  	Inapplicable
	 313(b)(2)
	  	Incorporated by Section 318(c)
	 313(c)
	  	Incorporated by Section 318(c)
	 313(d)
	  	Incorporated by Section 318(c)
	 314(a)
	  	3.08
	 314(b)
	  	Inapplicable
	 314(c)(1) and (2)
	  	10.05
	 314(c)(3)
	  	Inapplicable
	 314(d)
	  	Inapplicable
	 314(e)
	  	10.05
	 315(a), (c) and (d)
	  	5.01
	 315(b)
	  	4.11
	 315(e)
	  	4.12
	 316(a)(1)
	  	4.09
	 316(a)(2)
	  	Inapplicable
	 316(b)
	  	4.07
	 316(c)
	  	Incorporated by Section 318(c)
	 317(a)
	  	4.02
	 317(b)
	  	3.04
	 318(a)
	  	10.06

 Notes: This cross-reference sheet shall not, for any purpose, be deemed to be a part of this Indenture. 

Attention should also be directed to Section 318(c) of the Trust Indenture Act (as defined in this Indenture), which provides that the provisions of Sections
310 to and including 317 of the Trust Indenture Act are a part of and govern every qualified indenture, whether or not physically contained therein. Sections designated in the cross-reference sheet above as “Incorporated by Section 318(c)”
are not physically contained herein but are incorporated automatically by Section 318(c) of the Trust Indenture Act. 

  
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 THIS INDENTURE, dated as of March 9, 2016 between Sumitomo Mitsui Financial Group, Inc., a joint
stock company (kabushiki kaisha) organized under the laws of Japan (the “Issuer”), and The Bank of New York Mellon, as trustee (the “Trustee”), 

W I T N E S S E T H: 
 WHEREAS,
the Issuer has duly authorized the issue from time to time of its unsecured bonds, debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as
may from time to time be authorized in accordance with the terms of this Indenture; and to provide, among other things, for the authentication, delivery and administration thereof, the Issuer has duly authorized the execution and delivery of this
Indenture; and 
 WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been
done; 
 NOW, THEREFORE: 
 In
consideration of the premises and the purchases of the Securities by the Holders thereof, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Securities as
follows: 
 ARTICLE 1 

DEFINITIONS 
 
Section 1.01. Certain Terms Defined. The following terms (except as otherwise expressly provided herein or in the form of Security or any indenture supplemental hereto, or unless the context otherwise
clearly requires) for all purposes of this Indenture and of any indenture supplemental hereto have the respective meanings specified in this Section 1.01. All other terms used in this Indenture that are defined in the Trust Indenture Act (as defined
below) or which are by reference therein defined in the Securities Act (as defined below) (except as herein otherwise expressly provided or unless the context otherwise clearly requires) have the meanings assigned to such terms in the Trust
Indenture Act and in the Securities Act as in force at the date of this Indenture. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision. The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular. 

“Additional Amounts” has the meaning set forth in Section 3.05. 

  
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 “Agent” means any registrar, paying agent, transfer agent or authenticating
agent. 
 “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 5.14 to act on behalf of
the Trustee to authenticate Securities. 
 “Authorized Agent” has the meaning set forth in Section 10.10. 

“Board” means the Board of Directors of the Issuer, any duly authorized committee of such board or any director or directors
and/or officer or officers of the Issuer to whom such Board of Directors or duly authorized committee thereof has duly delegated its authority. 

“Board Resolution” means one or more resolutions or determinations to have been duly adopted by the Board, and to be in full
force and effect. 
 “Business Day” means, with respect to any particular Place of Payment, any day that is not a day on
which banking institutions in that Place of Payment are authorized or required by law, regulation or executive order to close. 

“Calculation Agent” means The Bank of New York Mellon or, subject to the provisions of Section 13.05, any successor
calculation agent thereto. 
 “Clearing Organization” means, with respect to the Securities of any series issuable or
issued in the form of one or more Registered Global Securities, the Person designated as Clearing Organization by the Issuer pursuant to Section 2.03 until a successor Clearing Organization has become such pursuant to the applicable provisions of
this Indenture, and thereafter “Clearing Organization” shall mean or include each Person who is then a Clearing Organization hereunder, and if at any time there is more than one such Person, “Clearing Organization” as used with
respect to the Securities of any such series shall mean the Clearing Organization with respect to the Registered Global Securities of that series. 

“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 and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date. 

“Corporate Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee in the United
States shall, at any particular time, be principally administered, which office is, at the date as of which this Indenture is dated, located at 101 Barclay Street, New York, NY 10286, United States of America, Attention: Global Corporate Trust
– Sumitomo Mitsui Financial Group, Inc., or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuer, or the principal corporate trust office of any successor trustee (or such other address as
such successor trustee may designate from time to time by notice to the Holders and the Issuer). 

  
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 “Deposit Insurance Act” means the Deposit Insurance Act of Japan (Act No. 34 of
1971), as amended or replaced from time to time, and any reference to a specific provision thereunder shall include any successor provision thereto. 

“Designated Financial Institution” has the meaning set forth in Section 3.05. 

“Dollar” means the coin or currency of the United States of America that at the time of payment is legal tender for the
payment of public and private debts. 
 “DTC” means The Depository Trust Company and any successor thereto. 

“DTC Procedures” has the meaning set forth in Section 2.12(a). 

“Event of Default” means any event or condition specified as such in Section 4.01. 

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. 

“FATCA” has the meaning set forth in Section 3.05. 

“FSA” means the Financial Services Agency of Japan or any successor or similar authority. 

“Holder,” “Holder of Securities,” “Securityholder” or other similar terms mean the
registered holder of any Security. 
 “Incorporated Provision” has the meaning set forth in Section 10.06. 

“Indenture” means this instrument as originally executed and delivered or, if amended or supplemented as herein provided, as
so amended or supplemented or both, including the forms and terms of particular series of Securities established as contemplated hereunder. 

“interest” means, when used with respect to a Security that by its terms bears interest only after maturity, interest payable
after maturity. 
 “Interest Recipient Information” has the meaning set forth in Section 3.05. 

“Issuer” means Sumitomo Mitsui Financial Group, Inc., a joint stock company (kabushiki kaisha) organized under the
laws of Japan, and, subject to Article 8, its successors and assigns. 
 “Judgment Currency” has the meaning set forth in
Section 4.13. 
 “Mandatory Sinking Fund Payment” has the meaning set forth in Section 11.07. 

  
 3 








 “New York Banking Day” has the meaning set forth in Section 4.13. 

“New York Court” has the meaning set forth in Section 10.10. 

“Officer’s Certificate” means a certificate signed by any one Responsible Officer of the Issuer duly authorized to
execute any such certificate and delivered to the Trustee. Each such certificate shall comply with Section 314 of the Trust Indenture Act, if applicable, and include (except as otherwise expressly provided in this Indenture) the statements provided
in Section 10.05, if applicable. 
 “Opinion of Counsel” means an opinion in writing signed by legal counsel who may be an
employee of or counsel to the Issuer and who shall be reasonably satisfactory to the Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture Act, if applicable, and include the statements provided in Section 10.05, if and to
the extent required thereby. 
 “Optional Sinking Fund Payment” has the meaning set forth in Section 11.07. 

“Original Issue Discount Security” means any Security that provides for an amount less than the principal amount thereof to
be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 4.01. 
 “Outstanding”
means, when used with reference to Securities, subject to the provisions of Section 6.04, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except: 

(a) Securities theretofore canceled by the paying agent or delivered to the paying agent for cancellation; and 

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

 In determining whether the Holders of the requisite principal amount of Outstanding Securities of any or all series have given any
request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 4.01. 

“Participant” has the meaning set forth in Section 3.05. 

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision thereof or other entity, whether or not having a separate legal personality. 

  
 4 








 “Place of Payment” means, when used with respect to the Securities of any
particular series, the place or places where the principal of and interest, if any, on the Securities of that series are payable, as contemplated in Section 3.02. 

“principal”, whenever used with reference to the Securities or any Security or any portion thereof, shall be deemed to
include “and premium, if any.” For the avoidance of doubt, “premium” referred to in the previous sentence means amounts exceeding the face value of a Security payable by the Issuer to the Holders upon redemption or such other
event as may be specified in or pursuant to Section 2.03. 
 “qualified indenture” means an indenture deemed to have been
qualified under the Trust Indenture Act pursuant to Section 309 thereunder. 
 “record date” has the meaning set forth in
Section 2.07. 
 “Registered Global Security” means a Security evidencing all or a part of a series of Registered
Securities, issued to the Clearing Organization for such series in accordance with Section 2.03 and bearing the legend prescribed by an applicable form of Security or supplemental indenture. 

“Registered Security” means any Security registered on the Security register of the Issuer. 

“registrar” or “Security registrar” means each Person keeping a register or registers as contemplated by
Section 2.08. 
 “Required Currency” has the meaning set forth in Section 4.13. 

“Responsible Officer” means, when used with respect to the Trustee, any managing director, vice president, trust associate,
relationship manager, transaction manager, client service manager, any trust officer or any other officer located at the Specified Corporate Trust Office of the Trustee who customarily performs functions similar to those performed by any persons who
at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and in each such case, who shall have responsibility for the
administration of this Indenture. When used with respect to the Issuer, “Responsible Officer” means the Chairman of the Board, the President, a Senior Managing Director, a Managing Director, a Director, a General Manager or a Joint General
Manager of the Issuer or any other officer or assistant officer of the Issuer customarily performing functions similar to those performed by the persons who at the time shall be such officers and who shall be authorized to provide instruction under
this Indenture to the Trustee. When used with respect to the Calculation Agent, “Responsible Officer” means any vice president, relationship manager, transaction manager, client service manager or any other officer located at the specified
office of the Calculation Agent who customarily performs functions similar to those persons who at the relevant time shall be officers, respectively. 

  
 5 








 “Securities Act” means the U.S. Securities Act of 1933, as amended. 

“Security” or “Securities” has the meaning stated in the first recital of this Indenture, or, as the case
may be, Securities that have been authenticated and delivered under this Indenture. If the Securities of any series incorporate stock acquisition rights, then the terms “Security” and “Securities” shall be deemed to include such
stock acquisition rights. 
 “Sinking Fund Payment Date” has the meaning set forth in Section 11.07. 

“Special Taxation Measures Act” has the meaning set forth in Section 3.05. 

“specially-related person of the Issuer” has the meaning set forth in Section 3.05(i). 

“Specified Corporate Trust Office” means The Bank of New York Mellon, Hong Kong Branch, Level 24, Three Pacific Place, 1
Queen’s Road East, Hong Kong, Attention: Corporate Trust – Sumitomo Mitsui Financial Group, Inc., facsimile: +852 2295 3283. 

“Specified Item 2 Measures (tokutei dai nigo sochi)” means any of the measures set forth in Article
126-2, Paragraph 1, Item 2 of the Deposit Insurance Act. 
 “Tax Documentation” has the meaning set forth in Section
2.12(b) 
 “Tax Exemption Application” has the meaning set forth in Section 3.05. 

“Taxes” has the meaning set forth in Section 3.05. 

“Trust Indenture Act” means (except as otherwise provided in Article 7) the Trust Indenture Act of 1939 as in force at the
date as of which this Indenture was originally executed; provided, however, that in the event that the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the
Trust Indenture Act of 1939, as so amended. 
 “Trustee” means the Person so identified in the first paragraph hereof and,
subject to the provisions of Article 5, shall also include any successor trustee. 
 “Yield to Maturity” means the yield to
maturity on the Securities of a series, calculated at the time of initial issuance of the Securities of such series, or, if applicable, at the most recent redetermination of interest on the Securities of such series, and calculated in accordance
with accepted financial practice. 

  
 6 








 ARTICLE 2 

SECURITIES 
 
Section 2.01. Forms Generally. The Securities of each series shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to a Board Resolution and set forth in an
Officer’s Certificate or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have imprinted or
otherwise reproduced thereon such legend or legends (not inconsistent with the provisions of this Indenture) as may be required to comply with any law, or with any rules or regulations pursuant thereto, or with any rules of any securities exchange,
or to conform to general usage, all as may be determined by the officer or officers executing such Securities, as evidenced by his or their execution of the Securities. 

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

Section 2.02. Form of Trustee’s Certification of Authentication. Subject to the
provisions of Section 5.14, the Trustee’s certificate of authentication on all Securities shall be in substantially the following form: 

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

 

							
	        Dated:                            
            	 		 	The Bank of New York Mellon
		 		 	as Trustee
				
		 		 	By:	 	  

		 		 	Authorized Officer


  
 7 








 Section 2.03. Amount Unlimited; Issuable in
Series. 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, and, unless provided for otherwise in or pursuant to a Board Resolution and set forth in
an Officer’s Certificate or in an indenture supplemental hereto, each such series shall at all times rank pari passu among themselves and with all other unsecured obligations of the Issuer, other than subordinated obligations and except
for statutorily preferred exceptions. There shall be established in or pursuant to a Board Resolution and set forth in one or more Officer’s Certificates, or established in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series: 
 (a) the issue date of the Securities; 

(b) the title and type of the Securities of the series (which shall distinguish the Securities of the series from all other Securities); 

(c) the ranking of the Securities; 

(d) the initial principal amount of the Securities and any limits upon the aggregate principal amount of the Securities of the series that may
be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.08, 2.09, 2.11, 4.03 or
11.04); 
 (e) the denominations in which Securities of the series shall be issuable; 

(f) if other than Dollars, the coin or currency in which the Securities of the series are denominated; 

(g) the date or dates on which the principal of the Securities of the series is payable; 

(h) the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be
determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and the record dates (in the case of Registered Securities) for the determination of Holders to whom interest is
payable and/or the method by which such rate or rates or date or dates shall be determined; 
 (i) if the amount of principal or any premium
or interest on the Securities may be determined with reference to an index or pursuant to a formula, the manner in which such amounts will be determined; 

(j) the manner in which, and the place or places where, the principal of and any interest on the Securities of the series shall be payable
(subject to the provisions of Section 3.02); 
 (k) the right or requirement, if any, to extend the interest payment periods or defer or
cancel the payment of interest and the duration and effect of that extension, deferral or cancellation; 
 (l) any other or different events
of default, modification or elimination of any acceleration rights or covenants with respect to the Securities of the series and any terms required by or advisable under applicable laws or regulations or rating agency criteria, including laws and
regulations relating to attributes required for the Securities to qualify as capital for regulatory, rating or other purposes; 

  
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 (m) any conversion or exchange features of the Securities; 

(n) whether and under what circumstances the Issuer will pay Additional Amounts on the Securities of the series for any tax, assessment or
governmental charge withheld or deducted and, if so, whether it will have the option to redeem those Securities rather than pay the Additional Amounts, in each case, if other than as provided herein; 

(o) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise; 
 (p) the circumstances under which
the Holders of the Securities may demand repayment of the Securities prior to the stated maturity date and the terms and conditions thereof; 

(q) any trustees, authenticating agents, paying agents, transfer agents, registrars or any other agents with respect to the Securities of the
series; 
 (r) any restrictions applicable to the offer, sale or delivery of the Securities; 

(s) any provisions for the discharge of our obligations relating to the Securities, if different from the provisions set forth herein; 

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

(u) whether the series of Securities may be reopened in a manner consistent with the terms of this Indenture, without the consent of the
Holders of the Securities of the series, for increases in the aggregate principal amount of the series or for the establishment of additional terms with respect to the Securities of the series; 

(v) any write-down, write-up, bail-in or other provisions applicable to a particular series of Securities required by, relating to or in
connection with, applicable regulatory capital or other requirements of the FSA or other applicable regulatory authority; 

  
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 (w) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the series
pursuant to any mandatory redemption sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which Securities of the series
shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; 
 (x) if other than the principal amount thereof,
the portion of the principal amount of the Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 4.01 or provable in bankruptcy, civil rehabilitation, reorganization, insolvency
or similar proceedings pursuant to Section 4.02; 
 (y) if other than the coin or currency in which the Securities of the series are
denominated, the coin or currency in which payment of the principal of or interest on the Securities of the series shall be payable; 
 (z)
if the principal of or interest on the Securities of the series is to be payable, at the election of the Issuer or a Holder thereof, in a coin or currency other than that in which the Securities are denominated, the period or periods within which,
and the terms and conditions upon which, such election may be made; 
 (aa) if the amounts of payments of principal of and interest on the
Securities of the series may be determined with reference to an index based on a coin or currency other than that in which the Securities of the series are denominated, or with reference to any currencies, securities or baskets of securities,
commodities or indices, the manner in which such amounts shall be determined; 
 (bb) whether the Securities of the series will be issuable
as Registered Securities (and, if so, whether such Securities will be issuable as Registered Global Securities and, in such case, the respective Clearing Organization for such Registered Global Securities) and any restrictions applicable to the
offer, sale, transfer, exchange or delivery of Registered Securities or the payment of interest thereon not otherwise specified herein; 

(cc) whether the Securities of the series shall be excluded from participation with the Securities of other series or otherwise differentiated
from the Securities of other series in relation to any matter in respect of which the Securities generally or Securities of more than one series are contemplated by this Indenture to act together or otherwise be treated or affected collectively; and

 (dd) any other terms of the Securities of the series, which terms shall not be inconsistent with the provisions of this Indenture. 

  
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 All Securities of any one series shall be substantially identical except as to denomination,
issue date, issue price and, if applicable, the date from which interest shall accrue and the date on which interest shall be first paid, except as may otherwise be provided in or pursuant to a Board Resolution and set forth in one or more
Officer’s Certificates or in one or more indentures supplemental hereto, as referenced above. Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional
Securities of such series without the consent of any Holder; provided that such additional Securities must be fungible with the other Outstanding Securities of the same series for U.S. federal income tax purposes. 

Section 2.04. Authentication and Delivery of Securities. At any time and
from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities
upon and in accordance with the written order of the Issuer, signed by any one Responsible Officer of the Issuer duly authorized to execute any such order, without any further action by the Issuer. In authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 5.01) shall be fully protected in relying upon: 

(a) a copy of any Board Resolution relating to such series certified by a Responsible Officer of the Issuer, which shall constitute approval
and due authorization for the actions of the Issuer in respect of the transactions contemplated hereby; 
 (b) an executed supplemental
indenture, if any; 
 (c) one or more Officer’s Certificates setting forth the form and terms of the Securities as required pursuant to
Sections 2.01 and 2.03, respectively, and prepared in accordance with Section 10.05; and 
 (d) an Opinion of Counsel, prepared in
accordance with Section 10.05, to the effect that 
 (i) the form or forms and terms of such Securities have been established
by or pursuant to a Board Resolution or by a supplemental indenture as permitted by Sections 2.01 and 2.03 in conformity with the provisions of this Indenture; 

(ii) such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability; and 

(iii) covers such other matters as the Trustee may reasonably request. 

  
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 The Trustee shall have the right to decline to authenticate and deliver any Securities under this
Section 2.04 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of
directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders. 

Section 2.05. Execution of Securities. The Securities shall be signed on
behalf of the Issuer by one (or, if so specified in an indenture supplemental hereto, more than one) Responsible Officer of the Issuer, and such signature may, but need not, be attested. Such signature may be the manual or facsimile signature of the
present or any future such officer. Typographical and other minor errors or defects in any reproduction of any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the
Trustee. 
 In case any Responsible Officer of the Issuer who shall have signed any of the Securities shall cease to be such officer before
the relevant Security shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security had not ceased to be
such officer of the Issuer. Any Security may be signed on behalf of the Issuer by any such persons as, at the actual date of the execution of such Security, shall be a Responsible Officer of the Issuer, although at the date of the execution and
delivery of this Indenture such person was not such an officer. 
 Section
2.06. Certificate of Authentication. Only such Securities as shall bear thereon a certificate of authentication substantially in an authorized form herein recited, executed by or on behalf of the Trustee by the
manual signature of an authorized officer of the Trustee or, as contemplated by Section 5.14, by an Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee
or Authenticating Agent upon any Security executed by the Issuer shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.


  
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 Section 2.07. Denomination and Date of Securities; Payments of
Interest. The Securities shall be issuable as Registered Securities and in minimum denominations as shall be specified as contemplated by Section 2.03. The Securities of any series shall be issuable in denominations of U.S.$2,000 and integral
multiples of U.S.$1,000 in excess thereof, or such other denominations and integral multiples as the Issuer may designate in an indenture supplemental hereto or in or pursuant to a Board Resolution under which such series of Securities is issued and
set forth in one or more Officer’s Certificates. The Securities shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the officer or officers of the Issuer executing the same may determine with
the approval of the Trustee, as evidenced by the execution and authentication thereof. 
 Each Security shall be dated the date of its
authentication and shall bear interest, if any, from the date and shall be payable on the dates, in each case, which shall be specified as contemplated by Section 2.03. 

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

Section 2.08. Registration, Transfer and Exchange. The Issuer will keep or
cause to be kept at each office or agency to be maintained for the purpose as provided in Section 3.02 a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of,
Registered Securities as in this Article provided. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all times during normal business hours on
Business Days such register or registers shall be open for inspection by the Trustee. 
 Upon due presentation for registration of transfer
of any Registered Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.02, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name or names of the transferee or
transferees, a new Security or Securities of the same series in authorized denominations for a like aggregate principal amount. 

  
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 Any Security or Securities of any series may be exchanged for a new Security or Securities of the
same series in other authorized denominations, in an equal aggregate principal amount. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for the purpose as provided in Section 3.02,
and the Issuer shall execute, and the Trustee shall authenticate and deliver in exchange therefor, a new Security or Securities of the same series which the Securityholder making the exchange shall be entitled to receive, bearing numbers not
contemporaneously outstanding. 
 All Securities presented for registration of transfer, exchange, redemption or payment shall (if so
required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder or his attorney duly authorized in
writing. 
 The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
connection with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction. 
 The
Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the first mailing of notice of redemption of Securities of such series to be redeemed, or (b) any Securities
selected, called or being called for redemption except, in the case of any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed. 

All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Issuer, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. 
 
Section 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any temporary or definitive Security shall become mutilated or defaced or be destroyed, lost or stolen, the Issuer in its discretion may
execute, and, upon the written request of any Responsible Officer of the Issuer, the Trustee shall authenticate and deliver a new Security of the same series, bearing a number not contemporaneously outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substitute Security shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the
Trustee such security or indemnity as may be required by them to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such
Security and of the ownership thereof. In every case of mutilation or defacement, the applicant shall surrender the Security to the Trustee or such agent. 

  
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 Upon the issuance of any substitute Security, the Issuer may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or its agent) connected therewith. In case any Security which has matured or is
about to mature or has been called for redemption in full shall become mutilated or defaced or be destroyed, lost or stolen, the Issuer may, instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated or defaced Security), if the applicant for such payment shall furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee such security or indemnity as any of them may require to save
each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss or theft of
such Security and of the ownership thereof. 
 Every substitute Security of any series issued pursuant to the provisions of this Section
2.09, by virtue of the fact that any such Security is destroyed, lost or stolen, shall constitute an additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of (but shall be subject to all the limitations of rights set forth in) this Indenture equally and proportionately with any and all other Securities of such series duly authenticated and delivered hereunder.
All Securities shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen Securities
and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their
surrender. 
 Section 2.10. Cancellation of Securities. All Securities surrendered for payment,
redemption, registration of transfer or exchange, or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the Issuer or any agent of the Issuer or the paying agent, shall be delivered to the paying agent for
cancellation or, if surrendered to the paying agent, shall be canceled by it; and no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The paying agent shall dispose of canceled
Securities held by it in accordance with the paying agent’s procedures for the disposition of canceled securities in effect as of the date of such disposition and, upon prior written request, deliver a certificate of disposition to the Issuer.
If the Issuer shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the paying agent for cancellation.


  
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 Section 2.11. Temporary
Securities. Pending the preparation of definitive Securities for any series, the Issuer may execute, and the Trustee shall authenticate and deliver, temporary Securities for such series (printed, lithographed, typewritten or
otherwise reproduced, in each case in form satisfactory to the Trustee). Temporary Securities of any series shall be issuable as Registered Securities without coupons, of any authorized denomination, and substantially in the form of the definitive
Securities of such series but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Issuer with the concurrence of the Trustee. Temporary Securities may contain such reference
to any provisions of this Indenture as may be appropriate. Every temporary Security shall be executed by the Issuer and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the
definitive Securities. Without unreasonable delay, the Issuer shall execute and furnish definitive Securities of such series, and thereupon temporary Securities of such series may be surrendered in exchange therefor without charge at each office or
agency to be maintained by the Issuer for that purpose pursuant to Section 3.02, and the Trustee shall authenticate and deliver in exchange for such temporary Securities of such series a like aggregate principal amount of definitive Securities of
the same series of authorized denominations. Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits under this Indenture as definitive Securities of such series, unless otherwise established pursuant to
Section 2.03.  
 Section 2.12. Japanese Withholding Tax.  

(a) In compliance with Japanese tax laws and the practices of taxing authorities in Japan, in respect of any interest payment on a series of
Securities issued in global or book-entry form pursuant to this Indenture or any supplemental indenture hereto, any paying agent shall act in accordance with the procedures and forms set out in the memorandum, dated January 28, 2000, entitled
“Compliance Procedures for International Securities Offerings by Japanese Issuers—Securities Held Through DTC” prepared by the International Capital Market Association (formerly the International Primary Market Association) (as may be
amended, updated or supplemented from time to time by notice from such association, the “DTC Procedures”), if DTC is acting as Clearing Organization with respect to such series or with respect to depositary interests representing
the Securities of such series, or in accordance with such other similar procedures as may be established by another Clearing Organization. Except as otherwise provided in this Indenture, any such paying agent shall be responsible only for performing
such services as are specifically provided for in the DTC Procedures or such other procedures actually known by the paying agent, as applicable and as may be amended or modified and communicated to the paying agent from time to time. Any such paying
agent and the Issuer may rely on the information provided in the claim for exemption from Japanese withholding taxes and other documentation in the absence of actual knowledge to the contrary. 

  
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 (b) If any interest payment on a series of Securities is due to be made hereunder, and if and so
long as payments of interest (if any) by the Issuer to any paying agent may be made without withholding or deduction for or on account of Japanese tax only upon receipt of certifications, claims for exemption, notifications or other documentation in
compliance with Japanese tax law requirements (“Tax Documentation”), the relevant paying agent, at the direction of the Issuer, shall (i) collect the required Tax Documentation from the Clearing Organization (or Holders of the
Securities, if definitive Securities representing such series have been issued); (ii) provide any required confirmations of information available to it; and (iii) deliver such Tax Documentation to, or on the order of, the Issuer via facsimile no
later than two Business Days prior to the relevant interest payment date, followed by first class mail or express courier at the address stipulated in Section 10.04, for filing with the relevant Japanese district tax office. Any such paying agent
may rely on the information provided in Tax Documentation (including, where relevant, supporting documentation) in the absence of actual knowledge that such information is incorrect. 

(c) If the beneficial owner of the Securities satisfies the requirements for claiming an exemption from Japanese withholding tax after the
date on which an amount in respect of such tax is withheld and before the date on which the tax is actually paid to the Japanese taxing authority, then the Issuer or the paying agent acting at the direction of the Issuer, may, to the extent
reasonably practicable, repay the amount withheld (after deduction of reasonable costs, including amounts in respect of changes in foreign exchange rates) to the Holder. 

(d) If (i) subsequent to making a payment on the Securities without withholding or deduction of Japanese taxes the Issuer is required to remit
to the Japanese taxing authority any amount in respect of Japanese taxes that should have been withheld or deducted from such payment (together with any interest and penalties) due to the failure of the beneficial owner to provide accurate Interest
Recipient Information or to otherwise properly claim an exemption from Japanese taxes imposed with respect to such payment, and (ii) such beneficial owner would not have been entitled to receive Additional Amounts with respect to such payment had
Japanese taxes been withheld from the payment when it was made, such beneficial owner (but not any subsequent beneficial owner of the Securities) shall be required to reimburse the Issuer, in Japanese yen, for the amount remitted by the Issuer to
the Japanese taxing authority. The Issuer shall notify, directly or through a paying agent or relevant Clearing Organization, such beneficial owner of the amount to be reimbursed to the Issuer. 

(e) The paying agent shall furnish forms of certifications to Holders upon request, and shall use reasonable endeavours to assist Holders in
claiming available exemptions, but shall not be liable for a Holder’s failure to qualify for such an exemption. Neither the Issuer nor the paying agent shall have any liability for any withholding of tax arising as a result of a late delivery
of the required Tax Documentation or incorrectly completed Tax Documentation. 

  
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 Based on the Tax Documentation received, the paying agent will make the appropriate calculations
of interest payable after making the relevant deductions in accordance with this Section 2.12. 
 The paying agent shall retain copies of
Tax Documentation for a period of five years from the date of receipt and shall make such documentation available for inspection by the Issuer and any relevant tax authorities in Japan upon written request given reasonable notice from the Issuer.

 Section 2.13. CUSIP Numbers, ISIN Numbers and Common Codes. The
Issuer, in issuing the Securities of any series, may use CUSIP numbers, ISIN numbers and/or common codes, if then generally in use, and, if so, the Trustee shall use such CUSIP numbers, ISIN numbers and/or common codes in notices of redemption of
Securities of such series as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee in writing of any
change in the CUSIP numbers, ISIN numbers or common codes for any Securities Outstanding. 
 ARTICLE 3 

COVENANTS 
 
Section 3.01. Payment of Principal and Interest. The Issuer covenants and agrees for the benefit of the Holders of Securities of each series of Securities that it will duly and punctually pay or cause to be
paid the principal of, and interest on, each of the Securities of such series (together with any Additional Amounts payable pursuant to the terms of such Securities) at the place or places, at the respective times and in the manner provided in such
Securities. Subject to any other provisions that may be established pursuant to Section 2.03, the interest on Securities (together with any Additional Amounts payable pursuant to the terms of such Securities) shall be payable only to or upon the
written order of the Holders thereof and, at the option of the Issuer, may be paid by wire transfer or by mailing checks for such interest payable to or upon the written order of such Holders at their last addresses as they appear on the registry
books of the Issuer (in the case of Registered Securities) or at such other addresses as may be specified in the written orders of the Holders. 

All payments in respect of the Securities will be subject in all cases to any applicable fiscal laws or other laws and regulations, and,
except as provided in Section 3.05, no Additional Amounts will be payable as a result of the withholding or deduction of any taxes or duties of whatever nature imposed or levied as a result of such laws or regulations. Any amount withheld from
payments on the Securities will be treated as paid to the Holders thereof. 

  
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 Section 3.02. Offices for Payments,
Registration, etc. So long as any of the Securities of any series remains outstanding, the Issuer will maintain in each Place of Payment for such series an office or agency (a) where the Securities of such series may be presented or
surrendered for payment, (b) where Registered Securities of such series may be presented or surrendered for registration or registration of transfer and for exchange as provided in this Indenture and (c) where notices and demands to or upon the
Issuer in respect of the Securities of such series or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified
in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee as the office to be maintained by it for each such purpose in relation to Registered Securities. In case the Issuer shall fail to so
designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. 

The Issuer may from time to time designate one or more offices or agencies (in addition to or in lieu of the office or agency established
pursuant to the preceding paragraph) where the Securities of a series may be presented or surrendered for payment and where Registered Securities of that series may be presented or surrendered for registration or registration of transfer as provided
in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation
to maintain the agencies provided for in this Section 3.02. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof. 

Section 3.03. Appointment to Fill a Vacancy in Office of Trustee. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 5.10, a Trustee, so that there shall at all times be a Trustee with respect to each series of Securities hereunder. 

Section 3.04. Paying Agents. Whenever the Issuer shall appoint a paying
agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this
Section 3.04, 
 (a) that it will hold all sums received by it as such agent for the payment of the principal of or interest on the
Securities of such series (whether such sums have been paid to it by the Issuer or by any other obligor on the Securities of such series) in trust for the benefit of the Holders of the Securities of such series or of the Trustee; 

(b) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Securities of such series) to make any
payment of the principal of or interest on the Securities of such series when the same shall be due and payable; and 
 (c) that it will pay
any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of the failure referred to in subsection (b) above. 

  
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 The Issuer will, on or prior to 10:00 a.m., New York City time, on each due date of the principal
of or interest on the Securities of such series deposit or cause to be deposited with the paying agent a sum sufficient to pay such principal or interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will promptly notify
the Trustee of any failure to take such action. The paying agent shall not be bound to make any payment until it has received in immediately available and cleared funds the full amount due to be paid to it pursuant to this Section 3.04(c). 

If the Issuer shall act as its own paying agent with respect to the Securities of any series, it will, on or before each due date of the
principal of or interest on the Securities of such series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such series a sum sufficient to pay such principal or interest so becoming due. The Issuer will
promptly notify the Trustee of any failure to take such action. 
 Anything in this Section 3.04 to the contrary notwithstanding, the Issuer
may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series
by the Issuer or any paying agent hereunder, as required by this Section 3.04, such sums to be held by the Trustee upon the trusts herein contained. 

Anything in this Section 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.04 is subject
to the provisions of Sections 9.03 and 9.04. 
 Section 3.05. Payment of Additional
Amounts. Unless otherwise established in accordance with Section 2.03, all payments of principal and interest in respect of the Securities shall be made by the Issuer without withholding or deduction for or on account of any present
or future taxes, duties, assessments or other governmental charges of whatever nature imposed or levied by or on behalf of Japan, or any authority thereof or therein having power to tax (“Taxes”), unless such withholding or
deduction is required by law. In such event, the Issuer shall pay such additional amounts (“Additional Amounts”) as will result in the receipt by the Holder of such amounts as would have been received by it had no such withholding
or deduction been required, except that no such Additional Amounts shall be payable with respect to any Securities under any of the following circumstances: 

  
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 (i) the Holder or beneficial owner of the Securities is an individual
non-resident of Japan or a non-Japanese corporation and is liable for such Taxes in respect of such Securities by reason of its (A) having some connection with Japan other than the mere holding of such Securities or (B) being a person having a
special relationship with the Issuer as described in Article 6, paragraph (4) of the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended) (the “Special Taxation Measures Act” and, each such person, a
“specially-related person of the Issuer”); 
 (ii) the Holder or beneficial owner of the Securities would
otherwise be exempt from any such withholding or deduction but fails to comply with any applicable requirement to provide Interest Recipient Information (as defined below) or to submit a Tax Exemption Application (as defined below) to the relevant
paying agent to whom the relevant Securities are presented (where presentation is required), or whose Interest Recipient Information is not duly communicated through the relevant Participant (as defined below) and the relevant international Clearing
Organization to such paying agent; 
 (iii) the Holder or beneficial owner of the Securities is for Japanese tax purposes
treated as an individual resident of Japan or a Japanese corporation (except for (A) a Designated Financial Institution that complies with the requirement to provide Interest Recipient Information or to submit a Tax Exemption Application and (B) an
individual resident of Japan or a Japanese corporation that duly notifies (directly or through the relevant Participant or otherwise) the relevant paying agent of its status as not being subject to withholding or deduction by the Issuer by reason of
receipt by such individual resident of Japan or Japanese corporation of interest on the relevant Securities through a payment handling agent in Japan appointed by it); 

(iv) the Securities are presented for payment (where presentation is required) more than 30 days after the day on which such
payment on the Securities became due or after the full payment was provided for, whichever occurs later, except to the extent the Holder thereof would have been entitled to Additional Amounts on presenting the same for payment on the last day of
such period of 30 days; 
 (v) the withholding or deduction is imposed on a payment pursuant to European Council Directive
2003/48/EC or any other directive amending, supplementing or implementing such Directive, regarding the taxation of savings income or any law implementing such directive; 

(vi) the withholding or deduction is imposed on a Holder or beneficial owner who could have avoided such withholding or
deduction by presenting its Securities (where presentation is required) to another paying agent maintained by the Issuer; 

(vii) the Holder is a fiduciary or partnership or is not the sole beneficial owner of the payment of the principal of, or any
interest on, any Security, and Japanese law requires the payment to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner, in each case, who would
not have been entitled to such Additional Amounts had it been the beneficial owner of such Security; or 
 (viii) any
combination of the above. 

  
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 No Additional Amounts will be payable for or on account of any deduction or withholding imposed
pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement entered into with respect to FATCA, or any law, regulation or other official
guidance enacted or published in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement. 
 Where
Securities are held through a participant of an international Clearing Organization or a financial intermediary (each, a “Participant”), in order to receive payments free of withholding or deduction by the Issuer for or on account
of Taxes, if the relevant beneficial owner is (A) an individual non-resident of Japan or a non-Japanese corporation (other than a specially-related person of the Issuer) or (B) a Japanese financial institution falling under certain categories
prescribed by the Special Taxation Measures Act (a “Designated Financial Institution”), each such beneficial owner shall, at the time of entrusting a Participant with the custody of the relevant Securities, provide certain
information prescribed by the Special Taxation Measures Act to enable the Participant to establish that such beneficial owner is exempted from the requirement for withholding or deduction of such Taxes (“Interest Recipient
Information”), and advise the Participant if the beneficial owner ceases to be so exempted (including the case in which a beneficial owner who is an individual non-resident of Japan or a non-Japanese corporation becomes a specially-related
person of the Issuer). 
 Where Securities are not held through a Participant, in order to receive payments free of withholding or deduction
by the Issuer for, or on account of, Taxes, if the relevant beneficial owner is (A) an individual non-resident of Japan or a non-Japanese corporation (other than a specially-related person of the Issuer) or (B) a Designated Financial Institution,
each such beneficial owner shall, prior to each time at which it receives interest, submit to the relevant paying agent a written application for tax exemption (hikazei tekiyo shinkokusho) (a “Tax Exemption Application”), in
a form obtainable from the paying agent stating, inter alia, the name and address (and, if applicable, the Japanese individual or corporation ID number) of the beneficial owner, the title of the Securities, the relevant Interest Payment Date,
the amount of interest and the fact that the beneficial owner is qualified to submit the Tax Exemption Application, together with documentary evidence regarding its identity and residence. 

  
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 By subscribing to the Securities as part of the distribution under the applicable underwriting
agreement by the underwriters party thereto, a Holder shall be deemed to have represented that it is a beneficial owner who is, (i) for Japanese tax purposes, neither an individual resident of Japan or a Japanese corporation, nor an individual
non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person of the Issuer or (ii) a Japanese financial institution, designated in Article 6, Paragraph (9) of the Special Taxation Measures Act. 

The Issuer shall make any required withholding or deduction and remit the full amount withheld or deducted to the Japanese taxing authority in
accordance with applicable law. The Issuer shall use reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any tax, duty, assessment, fee or other governmental charge so withheld or deducted from the Japanese taxing
authority imposing such tax, duty, assessment or other governmental charge, and if certified copies are not available, the Issuer shall use reasonable efforts to obtain other evidence satisfactory to the Trustee, and the Trustee shall make such
certified copies or other evidence available to the Holders or beneficial owners upon reasonable request to the Trustee. 
 The obligation
to pay Additional Amounts with respect to any taxes, duties, assessments or other governmental charges shall not apply to (A) any estate, inheritance, gift, sales, transfer, personal property or any similar tax, duty, assessment, fee or other
governmental charge or (B) any tax, duty, assessment, fee or other governmental charge which is payable otherwise than by withholding or deduction from payments of principal of or interest on the Securities; provided that, except as otherwise set
forth in the Securities and in this Indenture, the Issuer shall pay all stamp, court or documentary taxes or any excise or property taxes, charges or similar levies and other duties, if any, which may be imposed by Japan, the United States or any
political subdivision or any taxing authority thereof or therein, with respect to the execution and enforcement of this Indenture or as a consequence of the initial issuance, execution, delivery or registration of the Securities. 

Section 3.06. Certificate of the Issuer. So long as any Securities are
Outstanding under this Indenture, the Issuer will furnish to the Trustee within 180 days of the end of the Issuer’s fiscal year each year (beginning with the year following the first issuance of any Securities pursuant to this Indenture) a
brief certificate (which need not comply with Section 10.05) from the principal executive, financial or accounting officer of the Issuer as to his or her knowledge of the Issuer’s compliance with all conditions and covenants under this
Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture), which certificate shall comply with the requirements of the Trust Indenture Act. 

  
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 Section 3.07. Securityholders
Lists. If and so long as the Trustee shall not be the Security registrar for the Securities of any series, the Issuer will furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of
the names and addresses of the Holders of the Securities of such series pursuant to Section 312 of the Trust Indenture Act (a) not more than 15 days after each record date for the payment of interest on such Securities, as hereinabove specified, as
of such record date and on dates to be determined pursuant to Section 2.03 for non-interest bearing securities in each year, and (b) at such other times as the Trustee may reasonably request in writing, within 30 days after receipt by the Issuer of
any such request as of a date not more than 15 days prior to the time such information is furnished. 
 Section
3.08. Reports by the Issuer. The Issuer covenants to file with the Trustee, within 30 days after the Issuer files the same with the Commission, copies of any annual reports and of the information, documents and
other reports that the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the
Trustee’s receipt of such reports shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its
covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). 

Section 3.09. Reports by the Trustee. Any Trustee’s report required under Section
313(a) of the Trust Indenture Act shall be transmitted on or before April 1 in each year following the date hereof, so long as any Securities are Outstanding hereunder, and shall be dated as of a date convenient to the Trustee no more than 60
nor less than 45 days prior thereto. 
 Section 3.10. Statement by Officers as to Event
of Default. The Issuer shall deliver to the Trustee, reasonably promptly after the Issuer becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event
of Default, an Officer’s Certificate setting forth the details of such Event of Default or default and the action which the Issuer proposes to take with respect thereto. 

  
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 ARTICLE 4 

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT 
 Section 4.01. Event of
Default, Acceleration of Maturity, Waiver of Acceleration. Unless otherwise established in accordance with Section 2.03 or by any applicable supplemental indenture, “Event of Default,” with respect to Securities of any series
and wherever used herein, means each one of the following events, which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 
 (a)
default is made for more than 15 days in the payment of principal and premium, if any, and for more than 30 days in the payment of interest in respect of any of the Securities of such series; 

(b) the Issuer defaults in the performance or observance of any covenant, condition or provision contained in the Securities of such series or
in this Indenture in respect of the Securities of such series for a period of 90 days after written notification requesting such default to be remedied by the Issuer is first given to the Issuer (and to the Trustee in the case of notice by the
Holders referred to below) by the Trustee or Holders of at least 25% in principal amount of the then Outstanding Securities of such series (such notification must specify the Event of Default, demand that it be remedied and state that the
notification is a “Notice of Default” hereunder); 
 (c) except for the purposes of or pursuant to a consolidation,
amalgamation, merger or reconstruction under which the continuing corporation or other person, or the corporation or other person formed as a result thereof, effectively assumes the Issuer’s entire obligations under this Indenture in respect of
the Securities of such series: (i) a decree or order by any court having jurisdiction is issued adjudging the Issuer bankrupt or insolvent, or approving a petition seeking the Issuer’s reorganization or liquidation under bankruptcy, civil
rehabilitation, reorganization or insolvency law of Japan, and such decree or order continues undischarged and unstayed for a period of 90 days, or a final and non-appealable order of a court of competent jurisdiction is made for the Issuer’s
winding up or dissolution or (ii) the Issuer initiates or consents to proceedings relating to itself under bankruptcy, civil rehabilitation, reorganization or insolvency law of Japan, or an effective resolution is passed by the Issuer for its
winding up or dissolution; or 
 (d) any other Event of Default provided in any supplemental indenture or Board Resolution under which such
series of Securities is issued or in the form of Security for such series. 
 Unless otherwise set forth in any applicable supplemental
indenture or pursuant to a Board Resolution and set forth in an Officer’s Certificate under which such series of Securities is issued, if, to the Trustee’s knowledge, any Event of Default occurs and is continuing, the Trustee shall send
notice of such Event of Default to each Holder within 90 days of its occurrence, or, if later, within 15 days after such Event of Default if notified in writing to a Responsible Officer of the Trustee, unless the Event of Default has been cured.


  
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 Unless otherwise set forth in any applicable supplemental indenture or pursuant to a Board
Resolution and set forth in an Officer’s Certificate under which such series of Securities is issued, if an Event of Default has occurred and is continuing with respect to a series of Securities, then in each and every such case, unless the
principal of all the Securities of such series has already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding hereunder, by written notice to
the Issuer (and to the Trustee if given by Securityholders), may, and the Trustee at the request of such Holders shall (subject to being indemnified and/or secured to the Trustee’s reasonable satisfaction), declare the entire principal (or, if
the Securities of any such affected series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all Securities of such series, and the accrued and unpaid interest thereon,
to be due and payable immediately. Upon any such declaration, such principal, together with any accrued and unpaid interest and all other amounts owing hereunder, shall become immediately due and payable. 

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

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

Section 4.02. Collection of Indebtedness by Trustee; Trustee May Prove
Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable, and such default shall have
continued for a period of 30 days, or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, whether upon maturity of the
Securities of such series or upon any redemption or by declaration or otherwise, then, upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall
have become due and payable on all Securities of such series for principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor trustee, their respective agents, attorneys and counsel, and any expenses and costs properly incurred,
and all advances made, by the Trustee and each predecessor trustee except as a result of its negligence, bad faith or willful misconduct. 

Until such demand is made by the Trustee, the Issuer may pay the principal of and interest on the Securities of any series to the Holders,
whether or not the principal of and interest on the Securities of such series be overdue. 
 In case the Issuer shall fail forthwith to pay
such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or other obligor upon such Securities and collect in the manner provided by law out of the property of the
Issuer or other obligor upon such Securities, wherever situated, the monies adjudged or decreed to be payable. 

  
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 In case there shall be pending judicial proceedings relative to the Issuer or any other obligor
upon the Securities under any applicable bankruptcy, civil rehabilitation, reorganization, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy, civil rehabilitation, reorganization or insolvency, or a
liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon
the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise
and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 4.02, shall be entitled and empowered, by intervention in such judicial proceedings or otherwise: 

(a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for compensation to the Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and costs properly incurred, and all
advances made, by the Trustee and each predecessor trustee, except as a result of negligence, bad faith or willful misconduct) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Securities
of any series, or to the creditors or property of the Issuer or such other obligor, 
 (b) unless prohibited by applicable law and
regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee or receiver or standby receiver in arrangement, reorganization, liquidation or other bankruptcy, civil rehabilitation,
reorganization or insolvency proceedings or person performing similar functions in comparable judicial proceedings, and 
 (c) to collect
and receive any monies or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, liquidator,
custodian or similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such
amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and costs properly incurred, all amounts for which the Trustee and
any Agent are entitled to indemnification under or pursuant to this Indenture and all advances made, by the Trustee and each predecessor trustee except as a result of negligence, bad faith or willful misconduct. 

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

All rights of action and of asserting claims under this Indenture, or under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in
respect of which such action was taken. 
 In any proceedings brought by the Trustee (and also any proceedings involving the interpretation
of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such
Securities parties to any such proceedings. 
 Section 4.03. Application of
Proceeds. Any monies collected by the Trustee pursuant to this Article in respect of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such monies on
account of principal or interest, upon presentation of the several Securities in respect of which monies have been collected and stamping (or otherwise noting) thereon the payment, or issuing Securities of such series in reduced principal amounts in
exchange for the presented Securities of like series if only partially paid, or upon surrender thereof if fully paid: 

FIRST: To the payment of fees, costs and expenses applicable to such series in respect of which monies have been collected,
including compensation to the Trustee, each predecessor trustee, any Agent and their respective agents and attorneys and of all expenses and costs properly incurred (including any amounts to which the Trustee, each predecessor trustee or any Agent
are entitled to indemnification by the Issuer under or pursuant to this Indenture), and all advances made, by the Trustee, each predecessor trustee and any Agent, subject to Section 5.07; 

SECOND: In case the principal of the Securities of such series in respect of which monies have been collected shall not have
become and be then due and payable, to the payment of interest on the Securities of such series in default in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the
Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the persons
entitled thereto, without discrimination or preference; 
 THIRD: In case the principal of the Securities of such series in
respect of which monies have been collected shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series for principal and interest, with interest upon the
overdue principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities)
specified in the Securities of such series; and in case such monies shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such principal and interest or Yield to Maturity,
without preference or priority of principal over interest or Yield to Maturity, or of interest or Yield to Maturity over principal, or of any installment of interest over any other installment of interest, or of any Security of such series over any
other Security of such series, ratably to the aggregate of such principal and accrued and unpaid interest or Yield to Maturity; and 

FOURTH: To the payment of the remainder, if any, to the Issuer for itself and for any other person lawfully entitled thereto,
as applicable. 

  
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 Section 4.04. Suits for
Enforcement. In case an Event of Default has occurred, has not been waived and is continuing, the Trustee may, in its discretion, proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture
or in aid of the exercise of any power granted in this Indenture or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law and any Agent shall comply with the Trustee’s instructions in furtherance of
such rights. 
 Section 4.05. Restoration of Rights on Abandonment of Proceeding. In case the
Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the Issuer and
the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the Securityholders shall continue as though no such proceedings had been taken. 

Section 4.06. Limitations on Suits by Securityholder. No Holder of any
Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for
the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of not less than 25% in aggregate principal amount of the Securities of each affected series then Outstanding (treated as a single class) shall have made written request upon the Trustee to
institute such action or proceedings in its own name as trustee hereunder and shall have offered to the Trustee such indemnity and/or security as reasonably satisfactory to the Trustee as it may require against the costs, expenses and liabilities to
be suffered or incurred therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity and/or security shall have failed to institute any such action or proceeding and no direction inconsistent with
such written request shall have been given to the Trustee pursuant to Section 4.09 within such 60-day period; it being understood and intended, and being expressly covenanted by the taker and Holder of every Security with every other taker and
Holder and the Trustee, that no one or more Holders of Securities of any series shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other such
Holder of Securities, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders
of Securities of the applicable series. For the protection and enforcement of the provisions of this Section 4.06, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. 

Section 4.07. Unconditional Right of Securityholders to Institute Certain
Suits. Notwithstanding any other provision in this Indenture and any provision of any Security, the right of any Holder of any Security to receive payment of the principal of and interest on such Security on or after the respective
due dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 

Section 4.08. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. Except as
provided in Section 4.06 and the last sentence of Section 2.09, no right or remedy herein conferred upon or reserved to the Trustee or to the Securityholders 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 Trustee or
of any Securityholder to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence
therein; and, subject to Section 4.06, every power and remedy given by this Indenture or by law to the Trustee or to the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the
Securityholders. 

  
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 Section 4.09. Control by
Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all such series voting as a single class) at the time Outstanding shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not
be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 5.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall
determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall
determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly
prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.01) the Trustee shall have no duty to ascertain whether or not such
actions or forebearances are unduly prejudicial to such Holders. 
 Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders. 

Section 4.10. Waiver of Past Default. Prior to the acceleration of the maturity of any
Securities as provided in Section 4.01, the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding with respect to which an Event of Default shall have occurred and be continuing (voting as a
single class) may on behalf of the Holders of all such Securities waive any past default or Event of Default described in Section 4.01 and its consequences, except a default in respect of a covenant or provision hereof which cannot be modified or
amended without the consent of the Holder of each Security affected. In the case of any such waiver, the Issuer, the Trustee and the Holders of all such Securities shall be restored to their former positions and rights hereunder, respectively, but
no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 
 Upon any such waiver, such default
shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured, and not to have occurred for every purpose of this Indenture, but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any right consequent thereon. 

  
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 Section 4.11. Trustee to Give Notice of
Default, but May Withhold in Certain Circumstances. The Trustee shall give to the Securityholders of any series, in the case of Registered Securities as the names and addresses of such Holders appear on the registry books, notice by
mail (or by other means provided in a supplemental indenture hereto, pursuant to a Board Resolution and set forth in an Officer’s Certificate under which such series of Securities is issued or in the form of Security for such series) of all
defaults known to the Trustee which have occurred with respect to such series, such notice to be transmitted within 90 days after the occurrence thereof, unless such defaults shall have been cured before the giving of such notice (the term
“default” or “defaults” for the purposes of this Section 4.11 being hereby defined to mean any event or condition which is, or with notice or lapse of time or both would become, an Event of Default). 

Section 4.12. Right of Court to Require Filing of Undertaking to Pay Costs. All parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section 4.12 shall not
apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder or group of Securityholders of any series holding in the aggregate more than 10% in aggregate principal amount of the Securities of such series or, in the case
of any suit relating to or arising under Section 4.01(b) (if the suit relates to Securities of more than one but less than all series), 10% in aggregate principal amount of Outstanding Securities affected thereby, or in the case of any suit relating
to or arising under Sections 4.01(b) (if the suit relates to all the Securities then Outstanding), 4.01(c)(i) or 4.01(c)(ii), 10% in aggregate principal amount of all Outstanding Securities, or to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of or interest on any Security on or after the due date expressed in such Security. 
 
Section 4.13. Judgment Currency. The Issuer agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to
convert the sum due in respect of the principal of or interest on the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of
exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day following the day on which final
non-appealable judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in
accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be
payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full
amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “New York Banking Day” means any day
except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized or required by law or executive order to close. 

  
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 ARTICLE 5 

CONCERNING THE TRUSTEE 

Section 5.01. Certain Duties and Responsibilities of the Trustee; Prior to Default; During
Default. With respect to the Holders of any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving of
all Events of Default which may have occurred with respect to such series, undertakes to perform only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a series has occurred
(which has not been cured or waived) the Trustee shall exercise with respect to such series of Securities such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own affairs. 
 No provision of this Indenture shall be construed
to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: 

(a) prior to the occurrence of an Event of Default with respect to the Securities of any series and after the curing or waiving of all such
Events of Default with respect to such series which may have occurred: 
 (i) the duties and obligations of the Trustee with
respect to the Securities of such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (ii) in the
absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and
conforming with the requirements of this Indenture; provided that in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the same
to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of the mathematical calculations therein), and provided further that the Trustee, in its discretion and subject to being
indemnified and/or secured to its reasonable satisfaction, may make further inquiry or investigation into such matters as it sees fit and shall do so if requested in writing to do so by the Holders of at least 25% of the aggregate principal amount
of Securities then Outstanding; 

  
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 (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible
Officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; 
 (c) the Trustee
shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 4.09 relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power it believes in good faith to be conferred upon the Trustee, under this Indenture; and 

(d) except as expressly provided in this Indenture, the Trustee shall, in connection with all the trusts, powers, authorities and discretions
vested in the Trustee by this Indenture or by operation of law, have absolute discretion as to the manner, exercise or non-exercise of the Trustee’s functions. 

None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, unless it is indemnified and/or secured to its reasonable satisfaction. 

The provisions of this Section 5.01 are in furtherance of and subject to Sections 315 and 316 of the Trust Indenture Act. 

  
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 Section 5.02. Certain Rights of the
Trustee. In furtherance of and subject to the Trust Indenture Act and subject to Section 5.01: 
 (a) in the absence of bad faith
on its part, the Trustee (i) may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) shall be entitled to rely on and assume (without further inquiry) that
any matter purported to be authorized, approved or ratified by any Board Resolution or Officer’s Certificate is adequate and complete authorization, approval and ratification in respect of the Issuer and its actions under this Indenture; and
(iii) shall be entitled to assume, without inquiry, that the Issuer has acted and performed all of its obligations in accordance this Indenture and the other agreements to which the Issuer is a party, unless the Trustee is notified in writing by the
Issuer to the contrary; 
 (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an
Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed), and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by a Responsible Officer of the Issuer; 

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

(d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee security and/or indemnity reasonably satisfactory to it against the costs, expenses and liabilities
which might be suffered or incurred therein or thereby; 
 (e) the Trustee shall not be liable for any action taken or omitted by it in good
faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; 
 (f) prior to
the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate
principal amount of the Securities of all series affected then Outstanding unless the Trustee has received indemnity and/or security reasonably satisfactory to it against such reasonable expenses or costs as a condition to proceeding; the expenses
of every such investigation shall be paid by the Issuer; 

  
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 (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys not regularly in its employ, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; 

(h) the Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer of the Trustee has received written
notice thereof and such notice references the Securities and this Indenture; 
 (i) the rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, The Bank of New York Mellon as registrar, paying agent, transfer agent and authenticating agent, and each agent,
custodian and other Person employed to act hereunder; 
 (j) the Trustee may request that the Issuer deliver an Officer’s Certificate
setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s
Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; 
 (k) in
connection with the exercise by the Trustee of the rights and powers vested in it by this Indenture, the Trustee shall have regard to the general interests of the Holders as a class but shall not have regard to any interests arising from
circumstances particular to individual Holders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of the exercise of such rights and powers for individual Holders (whatever their number)
resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any country, state or territory; 

(l) notwithstanding the satisfaction or discharge of this Indenture or the resignation, replacement or removal of the Trustee, the Trustee
shall under no circumstances be liable to any party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, inter alia, loss of business, goodwill, opportunity or profit) even if advised of the
likelihood of such loss on damages and regardless of the form of action. The provisions of this Section 5.02(l) shall survive the termination and discharge of this Indenture and the resignation or removal of the Trustee; 

  
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 (m) in no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, existing or future law or regulation, any existing or future act of governmental authority,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware)
services, it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; 

(n) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and an Opinion of Counsel conforming to
Section 10.05 and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on the certificate or opinion unless it shall be proved that such action or omission was the result of the Trustee’s negligence
or willful misconduct; and 
 (o) The Issuer agrees with the Trustee and the paying agent that it will (a) advise the Trustee and the paying
agent of any amendment or modification to the terms of the Notes that would constitute a “material modification” for the purpose of Section 1.1471-2(b)(2)(iv) of the U.S. Internal Revenue Code (including a significant modification as
defined in Section 1.1001-3(e) of the U.S. Internal Revenue Code), and (b) provide the Trustee and the paying agent, at the Trustee’s or paying agent’s request, with sufficient information, to the extent readily available to the Issuer and
that the Issuer is permitted to disclose under applicable law, so as to enable the Trustee and the paying agent to determine whether or not the Trustee and paying agent is obliged, in respect of any payments to be made by it pursuant to this
Indenture and the Securities, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) or otherwise imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and any regulations, or agreements
thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement) (the
“FATCA Withholding Tax”). The Trustee and the paying agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA
Withholding Tax. 
 Section 5.03. [Reserved]. 

Section 5.04. Trustee Not Responsible for Recitals, Disposition of Securities or
Application of Proceeds Thereof. The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Issuer of any of the Securities or
of the proceeds thereof. 

  
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 Section 5.05. Trustee and Agents May Hold
Securities; Collections, etc. The Trustee or any agent of the Issuer or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not the Trustee
or such agent and may otherwise deal with the Issuer and receive, collect, hold and retain collections from the Issuer with the same rights it would have if it were not the Trustee or such agent. 

Section 5.06. Monies Held by Trustee. Subject to the provisions of Section
9.04, all monies received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by mandatory
provisions of law. Neither the Trustee nor any agent of the Issuer or the Trustee shall be under any liability for interest on any monies received by it hereunder, except as otherwise agreed in writing with the Issuer. 

Section 5.07. Compensation and Indemnification of Trustee and its Prior Claim. 

 (a) The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as
the Issuer and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and the Issuer covenants and agrees to pay or reimburse the
Trustee and each predecessor trustee upon its request for all reasonable expenses, disbursements and advances properly incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable
compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except to the extent any such expense, disbursement or advancement may arise from its negligence, bad faith or willful
misconduct. 
 (b) The Issuer also covenants to indemnify the Trustee and each predecessor trustee and their respective agents, officers and
directors for, and to hold it harmless against, any loss, liability, damage, claim or expenses arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the performance of such party’s
duties hereunder (including in any agent capacity in which it acts), including properly incurred costs and expenses of defending itself against or investigating any claim of liability, and in connection with the exercise or performance of any of its
powers or duties hereunder, and the properly incurred compensation, expenses and disbursements of the Trustee’s agents and counsel and other persons not regularly within the Trustee’s employ except to the extent such loss, liability,
damage, claim or expense is due to the negligence, bad faith or willful misconduct of the Trustee or such predecessor trustee. 
 (c) The
obligations of the Issuer under this Section 5.07 to compensate and indemnify the Trustee and each predecessor trustee and to pay or reimburse the Trustee and each predecessor trustee for properly incurred expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities, and the Securities are hereby subordinated to such senior claim. 

(d) When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.01(c), the expenses
(including the properly incurred charges and expenses of its agents and counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. 

(e) The provisions of this Section 5.07 and Section 5.02(i) shall survive the termination or discharge of this Indenture, the redemption or
maturity of the Securities and the resignation or removal of the Trustee. 

  
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 Section 5.08. Right of Trustee to Rely on
Officer’s Certificate, etc. Subject to Sections 5.01 and 5.02, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence, bad faith or willful misconduct on the part of the Trustee, be deemed to
be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such certificate, in the absence of negligence, bad faith or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee
for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof. 

Section 5.09. Persons Eligible for Appointment as Trustee. The Trustee for each series of Securities
hereunder shall at all times be a corporation having a combined capital and surplus of at least U.S.$50,000,000, and which is eligible in accordance with the provisions of Section 310(a) of the Trust Indenture Act. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements of a U.S. Federal, State or District of Columbia supervising or examining authority, then for the purposes of this Section 5.09, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. 
 
Section 5.10. Resignation and Removal; Appointment of Successor Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all
series of Securities by giving 60 days’ prior written notice of resignation to the Issuer and by mailing notice thereof by first class mail to Holders of the applicable series of Securities at their last addresses as they shall appear on the
Security register or otherwise providing notice to Holders in the manner applicable to the Securities of each such series, or the Holders of a majority in aggregate principal amount of outstanding Securities of any series may remove the Trustee as
Trustee with respect to the Securities of such series by so notifying the Trustee and the Issuer in writing and may appoint a successor trustee with respect thereto with the Issuer’s consent. Upon receiving such notice of resignation or removal
from the Trustee, the Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by duly authorized written instrument in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or
the Issuer and one copy to the successor trustee or trustees. If no successor trustee has been so appointed with respect to any series of Securities and has accepted such appointment within 30 days after the mailing of such notice of resignation,
the resigning trustee may, on behalf of and at the expense of the Issuer, with prior notice to the Issuer, appoint its own successor or the resigning trustee or the Issuer may petition any court of competent jurisdiction for the appointment of a
successor trustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 4.12, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. 

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

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

(ii) the Trustee shall cease to be eligible in accordance with the provisions of Section 310(a) of the Trust Indenture Act and
shall fail to resign after written request therefor by the Issuer or by any Securityholder; or 
 (iii) the Trustee shall
become incapable of acting with respect to the applicable series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; 
 then, in any such case, the
Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor trustee for such series by duly authorized written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to Section 315(e) of the Trust Indenture Act, any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, subject to the
provisions of Section 4.12, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. 

  
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 (c) The Holders of a majority in aggregate principal amount of the Securities of any series at
the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Securities of such series by delivering to the Trustee so removed, to the successor trustee so
appointed and to the Issuer the evidence provided for in Section 6.01 of the action in that regard taken by the Securityholders. 
 (d) Any
resignation or removal of the Trustee with respect to any series and any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 5.10 shall become effective upon acceptance of appointment by
the successor trustee as provided in Section 5.11. 
 Section 5.11. Acceptance of
Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 5.10 shall execute and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties
and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee for such series hereunder; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment
of its charges then unpaid, the trustee ceasing to act shall, subject to Section 9.04, pay over to the successor trustee all monies and property at the time held by it hereunder and shall execute and deliver an instrument transferring to such
successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 5.07. 

If a successor trustee is appointed with respect to the Securities of one or more (but not all) series in respect of which the predecessor
trustee serves as trustee, the Issuer, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall
be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the
predecessor trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein
or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts under separate indentures. 

  
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 Upon acceptance of appointment by any successor trustee as provided in this Section 5.11, the
Issuer shall mail notice thereof by first-class mail to the Holders of Securities of any series for which such successor trustee is acting as trustee at their last addresses as they shall appear in the Security register or shall otherwise provide
notice thereof to Holders in the manner applicable to the Securities of each such series. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined
with the notice called for by Section 5.10. If the Issuer fails to mail or provide such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed or provided at the
expense of the Issuer. 
 Section 5.12. Merger, Conversion, Consolidation or Succession
to Business of Trustee. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be eligible under the provisions of Section 5.09,
without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 

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

Section 5.13. Conflicting Interests. The Trustee for the Securities shall be subject to the provisions of
Section 310(b) of the Trust Indenture Act during the period of time required thereby. Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the penultimate paragraph of Section 310(b) of the Trust
Indenture Act. In determining whether the Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Securities of any series, there shall be excluded Securities of any particular series of
Securities other than that series. 

  
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 Section 5.14. Appointment of Authenticating
Agent. The Trustee may appoint an Authenticating Agent or agents with respect to one or more series of Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Issuer and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or
the District of Columbia, authorized under such laws to act as an authenticating agent, having a combined capital and surplus of not less than U.S.$50,000,000 and subject to supervision or examination by Federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 5.14, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section 5.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 5.14. 
 Any
corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any
corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 5.14, without the execution
or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 
 An Authenticating Agent may resign at
any time by giving written notice thereof to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the 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 5.14, the Trustee may appoint a successor Authenticating Agent
which shall be acceptable to the Issuer and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and
addresses appear in the Security register of the Issuer. 

  
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 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
5.14. 
 The Issuer agrees to pay to each Authenticating Agent from time to time such reasonable compensation, costs and expenses for its
services under this Section 5.14, as may be agreed between the Issuer and such Authenticating Agent. 
 If an appointment with respect to
one or more series is made pursuant to this Section 5.14, the Securities of such series may have endorsed thereon, in addition to or instead of the Trustee’s certificate of authentication, an alternate certificate of authentication in the
following form: 
 This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. 

 

							
	 Dated:
	 	                                      
          	  		  	
				
		 		  		  	 By:

		 		  		  	 as Authenticating Agent

				
		 		  		  	
By:                        
                                         
                      

		 		  		  	 Authorized Officer



 ARTICLE 6 

CONCERNING THE SECURITYHOLDERS 

Section 6.01. Evidence of Action Taken by Securityholders. Any request,
demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by a specified percentage in principal amount of the Securityholders of any or all series may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such specified percentage of Securityholders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections 5.01 and 5.02) conclusive
in favor of the Trustee and the Issuer, if made in the manner provided in this Article. 

  
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 Section 6.02. Proof of Execution of
Instruments and of Holding of Securities; Record Date. Subject to Sections 5.01 and 5.02, the execution of any instrument by a Securityholder or his agent or proxy may be proved in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Securities shall be proved by the Security register or by a certificate of the registrar thereof. The Issuer may set a record
date for purposes of determining the identity of Holders of Securities of any series entitled to vote or consent to any action referred to in Section 6.01, which record date may be set at any time or from time to time by notice to the Trustee, for
any date or dates (in the case of any adjournment or reconsideration) not more than 60 days nor less than five days prior to the proposed date of such vote or consent, and thereafter, notwithstanding any other provisions hereof, only Holders of
Securities of such series of record on such record date shall be entitled to so vote or give such consent or revoke such vote or consent. 

Section 6.03. Holders to be Treated as Owners. The Issuer, the Trustee and
any agent of the Issuer or the Trustee may deem and treat the person in whose name any Security shall be registered upon the Security register for such series as the absolute owner of such Security (whether or not such Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on such Security and for all other purposes; and
neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be affected by any notice to the contrary. All such payments so made to any such person, or upon his order, shall be valid, and, to the extent of the sum or sums so
paid, effectual to satisfy and discharge the liability for monies payable upon any such Security. 
 Section
6.04. Securities Owned by Issuer Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under
this Indenture, Securities which are owned by the Issuer or any other obligor on the Securities with respect to which such determination is being made or by any person directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer or any other obligor on the Securities with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose
of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities which a Responsible Officer of the Trustee has been notified in writing are so owned shall be so disregarded. Securities held
by any depositary or other custodial arrangement established by or on behalf of the Issuer shall be regarded as Outstanding if the beneficial interest therein is not owned by the Issuer or any other obligor on such Securities or by any Person
directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on such Securities. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any person directly or indirectly
controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by
the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all Securities, if any, known by the Issuer to be owned or held by or for
the account of any of the above-described persons; and, subject to Sections 5.01 and 5.02, the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such determination. 

  
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 Section 6.05. Right of Revocation of Action
Taken. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 6.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this Indenture in connection with such action, any Holder of a Security the serial number of which is shown by the evidence to be included among the serial numbers of the Securities the Holders of which have
consented to such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Security. Except as aforesaid, any such action taken by the Holder
of any Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Security and of any Securities issued in exchange or substitution therefor or on registration of transfer thereof, irrespective of
whether or not any notation in regard thereto is made upon any such Security. Any action taken by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in
connection with such action shall be conclusively binding upon the Issuer, the Trustee and the Holders of all the Securities affected by such action. 

ARTICLE 7 

SUPPLEMENTAL INDENTURES 

Section 7.01. Supplemental Indentures Without Consent of Securityholders. The Issuer, when duly
authorized, and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: 

(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or
assets; 
 (b) to evidence the succession of another legal entity to the Issuer, or successive successions, and the assumption by the
successor legal entity of the covenants, agreements and obligations of the Issuer pursuant to Article 8; 
 (c) to add to the covenants of
the Issuer such further covenants, restrictions, conditions or provisions as shall be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants,
restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction,
condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon
such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of
Default; 
 (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may
be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board
may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; 

(e) to establish the terms or form of Securities of any series as permitted by Sections 2.01 and 2.03; and 

(f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.11. 

  
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 The Trustee is hereby authorized to join with the Issuer in the execution of any such
supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be
obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 

Any supplemental indenture authorized by the provisions of this Section 7.01 may be executed without the consent of the Holders of any of
the Securities at the time Outstanding, notwithstanding any of the provisions of Section 7.02. 
 Section
7.02. Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article 6) of the Holders of not less than a majority in aggregate principal amount of the Securities at
the time Outstanding of all series affected by such supplemental indenture (voting as one class), the Issuer, when duly authorized, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series;
provided that no such supplemental indenture shall (i) extend the final maturity of any Security or of any installment of principal of any such Security, (ii) reduce the principal amount thereof, (iii) reduce the rate or extend the time of payment
of interest thereon, (iv) reduce any amount payable on redemption thereof, (v) make the principal thereof (including any amount in respect of original issue discount), or interest thereon, payable in any coin or currency other than that provided in
the Securities or in accordance with the terms thereof, (vi) modify or amend any provisions for converting any currency into any other currency as provided in the Securities or in accordance with the terms of such Securities, (vii) change the
Issuer’s obligations to pay Additional Amounts established pursuant to Section 2.03(n) or Section 3.05 (if any), (viii) reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration
of the maturity of such Security pursuant to Section 4.01 or the amount provable in bankruptcy pursuant to Section 4.02, or impair or affect the right of any Securityholder to institute suit for the payment thereof or, if the Securities provide
therefor, impair or affect any right of repayment at the option of the Securityholder, (ix) modify or amend any provisions relating to the conversion or exchange of the Securities for securities of the Issuer or of other entities or other property
(or the cash value thereof), including the determination of the amount of securities or other property (or cash) into which the Securities shall be converted or exchanged, other than as provided in the antidilution provisions or other similar
adjustment provisions of the Securities or otherwise in accordance with the terms of such Securities or (x) reduce the aforesaid percentage of Securities of any particular series, the consent of the Holders of such series being required for any such
supplemental indenture, in each case without the consent of the Holders of each Security so affected. 
 A supplemental indenture which
changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series,
with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 

  
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 Upon the request of the Issuer, accompanied by an Officer’s Certificate, and upon the filing
with the Trustee of evidence of the consent of Securityholders as aforesaid and other documents, if any, required by Section 6.01, the Trustee shall join with the Issuer in the execution of such supplemental indenture unless such supplemental
indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. 

It shall not be necessary for the consent of the Securityholders under this Section 7.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. 
 Promptly after the execution by
the Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.02, the Trustee shall give notice thereof by (a) first class mail to the Holders of Securities of each series affected thereby at their addresses
as they shall appear on the registry books of the Issuer or (b) by any other means set forth in such supplemental indenture, setting forth in general terms the substance of such supplemental indenture. Any failure of the Trustee to mail such notice,
or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. 
 
Section 7.03. Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Issuer and the Holders of Securities of each series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for
any and all purposes. 
 Section 7.04. Documents to be Given to
Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant
to this Article 7 complies with the applicable provisions of this Indenture. 
 Section
7.05. Notation on Securities in Respect of Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in a form approved by the Trustee for such series as to any matter provided for by such supplemental indenture or as to any action taken by Securityholders. If the Issuer or the Trustee shall so determine, new Securities
of any series so modified as to conform to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series then
Outstanding. 
 Section 7.06. Conformity with the Trust Indenture Act of
1939. Every supplemental indenture executed pursuant to this Article 7 shall conform to the requirements of the Trust Indenture Act as then in effect. 

  
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 ARTICLE 8 

CONSOLIDATION, MERGER, SALE OR CONVEYANCE 

Section 8.01. Issuer May Consolidate, etc., on Certain Terms. The Issuer
covenants that it will not merge or consolidate with or merge into, or sell, assign, transfer, lease or convey all or substantially all of its properties or assets, in one or more related transactions, to another Person, other than consolidation,
merger, sale, assignment, transfer, lease or conveyance which results in the Issuer being the surviving party, unless: 
 (a) the entity
formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Issuer substantially as an entirety shall be a joint stock company (kabushiki kaisha)
organized and validly existing under the laws of Japan and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee for each series of Securities, in form satisfactory to the Trustee, the due and punctual
payment of the principal of and interest, if any, on all Securities and the performance of every covenant of this Indenture on the part of the Issuer to be performed or observed; and 

(b) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing. 

The Issuer shall deliver to the Trustee before the consummation of the proposed transaction an Officer’s Certificate to the foregoing
effect and an Opinion of Counsel to the effect that (i) such merger, sale, assignment, transfer, lease, conveyance or other disposition and such supplemental indenture, comply with this Indenture, (ii) the surviving Person has duly executed and
delivered the supplemental indenture and (iii) such supplemental indenture constitutes a valid and binding agreement of such Person, enforceable against such Person in accordance with its terms. The Trustee shall be entitled to rely conclusively
upon such Officer’s Certificate and Opinion of Counsel. 
 Section 8.02. Successor
Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor Person, such successor Person shall succeed to and be substituted for the Issuer, with the same effect as
if it had been named herein. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession, any or all of the Securities issuable hereunder which theretofore shall not have
been signed by the Issuer and delivered to the Trustee; and, upon the order of any such successor Person formed by consolidation with the Issuer or into which the Issuer is merged, or which acquires by conveyance or transfer the properties and
assets of the Issuer substantially as an entirety, instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall
have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities
so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date
of the execution hereof. 
 In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing and form (but not
in substance) may be made in the Securities thereafter to be issued as may be appropriate. 
 In the event of any such sale or conveyance
(other than a conveyance by way of lease) the Issuer or any successor Person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the
Securities and may be liquidated and dissolved. 
 Section 8.03. Opinion of
Counsel. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall be entitled to receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger,
sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture. 

  
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 ARTICLE 9 

SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED
MONIES 
 Section 9.01. Satisfaction and Discharge of Indenture. If at any time (i) the
Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 2.09) as and when the same shall have become due and payable or (ii) the Issuer shall have delivered to the paying agent for cancellation all Securities of any series theretofore authenticated (other than any Securities of
such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), and the Trustee, on demand of the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel and
at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in
respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to
reimburse the Trustee for any costs or expenses thereafter properly incurred and to compensate the Trustee for any services thereafter properly rendered by the Trustee in connection with this Indenture or the Securities of such series. 

Section 9.02. Application by Trustee of Funds Deposited for Payment of
Securities. Subject to the provisions of this Indenture applicable to the Securities, all monies deposited with the Trustee pursuant to Section 9.01 shall be held in trust and applied by it to the payment, either directly or through
any paying agent (including the Issuer acting as its own paying agent), to the Holders of the particular Securities of such series for the payment or redemption of which such monies have been deposited with the Trustee of all sums due and to become
due thereon for principal and interest; but such money need not be segregated from other funds except to the extent required by law. 
 
Section 9.03. Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to Securities of any series, all monies then held by any paying agent
under the provisions of this Indenture with respect to such series of Securities shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to
such monies. 
 Section 9.04. Return of Monies Held by Trustee and Paying Agent Unclaimed for
Two Years. Any monies deposited with or paid to the Trustee or any paying agent for the payment of the principal of or interest on any Security of any series and not applied but remaining unclaimed for two years after the date upon which such
principal or interest shall have become due and payable, shall, upon the written request of the Issuer and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Issuer by the
Trustee for such series or such paying agent, and the Holder of the Security of such series shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Issuer
for any payment which such Holder may be entitled to collect, and all liability of the Trustee or any paying agent with respect to such monies shall thereupon cease. 

  
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 ARTICLE 10 

MISCELLANEOUS PROVISIONS 

Section 10.01. Incorporators, Stockholders, Officers and Directors of Issuer Exempt from
Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such,
or against any past, present or future stockholder, member, officer or director, as such, of the Issuer or of any successor, either directly or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the Holders thereof and as part of the consideration for the issue of
the Securities. 
 Section 10.02. Provisions of Indenture for the Sole Benefit of Parties
and Securityholders. Nothing in this Indenture or in the Securities, expressed or implied, shall give or be construed to give to any Person, other than the parties hereto and their successors and the Holders of the Securities, any
legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the
Securities. 
 Section 10.03. Successors and Assigns of Issuer Bound by
Indenture. All the covenants, stipulations, promises and agreements in this Indenture contained by or on behalf of the Issuer shall bind its successors and assigns, whether so expressed or not. 

Section 10.04. Notices and Demands on Issuer, Trustee and
Securityholders. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders of Securities to or on the Issuer may be given or served by being
deposited postage prepaid, first-class or similar class mail (except as otherwise specifically provided herein) addressed (until another address of the Issuer is filed by the Issuer with the Trustee) to the Issuer at the following addresses: 

Sumitomo Mitsui Financial Group, Inc. 

1-2, Marunouchi 1-chome, Chiyoda-ku 

Tokyo 100-0005 Japan 
 Attention:
Investor Relations Department 
 Fax: +81-3-4333-9861 

Sumitomo Mitsui Banking Corporation 

3-2, Marunouchi 1-chome, Chiyoda-ku 

Tokyo 100-0005, Japan 
 Attention:
International Treasury Dept. 
 Fax: +81-3-6706-9816 

Sumitomo Mitsui Banking Corporation 

Yusen-Odenmacho Build. 
 13-6,
Kodenma-cho, Nihonbashi, Chuo-ku, 
 Tokyo 103-0001, Japan 

Attention: Inter-Market Settlement Dept. 

Fax: +81-3-5695-5202 

  
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 Any notice, direction, request or demand by the Issuer or any Securityholder to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made to its Corporate Trust Office at: 
 The
Bank of New York Mellon 
 101 Barclay Street 

New York, NY 10286 
 United States
of America 
 Attention: Global Corporate Trust – Sumitomo Mitsui Financial Group, Inc. 

Facsimile: + 1 212 815 5915 

with a copy to its Specified Corporate Trust Office: 

The Bank of New York Mellon, Hong Kong Branch 

Level 24, Three Pacific Place 
 1
Queen’s Road East, Hong Kong 
 Attention: Corporate Trust – Sumitomo Mitsui Financial Group, Inc. 

Facsimile: +852 2295 3283 
 Any
notice, direction, request or demand by the Issuer or any Securityholder to or upon the Calculation Agent shall be deemed to have been sufficiently given or made, for all purposes, if given or made to its Corporate Trust Office at: 

The Bank of New York Mellon 
 101
Barclay Street 
 New York, NY 10286 

United States of America 

Attention: Global Corporate Trust – Sumitomo Mitsui Financial Group, Inc. 

Facsimile: + 1 212 815 5915 

with a copy to its Specified Corporate Trust Office: 

The Bank of New York Mellon, Hong Kong Branch 

Level 24, Three Pacific Place 
 1
Queen’s Road East, Hong Kong 
 Attention: Corporate Trust – Sumitomo Mitsui Financial Group, Inc. 

Facsimile: +852 2295 3283 
 Any
such notice, demand or other documents shall be in the English language. Anything herein to the contrary notwithstanding, no such notice or demand shall be effective as to the Trustee unless such notice or demand shall be effective as to the Trustee
unless it is actually received by the Trustee at its Corporate Trustee Office or its Specified Corporate Trust Office. 

  
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 Where this Indenture provides for notice to Holders of Registered Securities, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder entitled thereto, at his last address as it appears in the Security register. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 
 In case, by
reason of the suspension of or irregularities in regular mail service, it shall be impracticable to mail notice to the Issuer and Holders of Registered Securities when such notice is required to be given pursuant to any provision of this Indenture,
then any manner of giving such notice as shall be reasonably satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice. 

Section 10.05. Officer’s Certificates and Opinions of Counsel; Statements to be Contained Therein.
Upon any application or demand by the Issuer to the Trustee to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent provided for in
this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application or
demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. 

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

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

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

Section 10.06. Conflict with any Provision of Indenture with Trust Indenture Act of 1939.
If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision included in this Indenture by operation of Sections 310 to and including 317 of the Trust Indenture Act (an “Incorporated
Provision”), such Incorporated Provision shall control. 
 Section 10.07. Governing
Law. This Indenture and each Security shall be governed by the laws of the State of New York. 

Section 10.08. Counterparts. This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but one and the same instrument. 

Section 10.09. Effect of Headings. The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof. 

  
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 Section 10.10. Submission to Jurisdiction. The
Issuer (i) agrees that any legal suit, action or proceeding against the Issuer arising out of or based upon this Indenture or the Securities may be instituted in any court of the State of New York or the United States located in the Borough of
Manhattan, The City of New York (each a “New York Court”), (ii) waives, to the fullest extent it may effectively do so under applicable law, any objection which it may now or hereafter have to the laying of venue of any such
proceeding in any such New York Court or any immunity it may have or hereafter acquire (on the grounds of sovereignty or otherwise) from the jurisdiction of any such New York Court or from any legal process with respect to itself or its property and
(iii) submits to the non-exclusive personal jurisdiction of any such New York Court in any such suit or proceeding. The Issuer agrees to appoint Sumitomo Mitsui Banking Corporation’s New York Branch, with offices at 277 Park Avenue, New
York, New York 10172, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on the Securities of a particular series or this Indenture with respect to a
particular series of Securities. The Issuer hereby agrees that such appointment shall be maintained at least until the first-year anniversary of the first day upon which none of the Securities of the relevant series shall be Outstanding. The Issuer
further agrees that service of process upon the Authorized Agent and written notice of said service to it mailed by first class mail or delivered to the Issuer shall be deemed in every respect effective service of process upon it in any such suit or
proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other lawful manner. 
 The Issuer hereby irrevocably waives, to the extent permitted by
law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or
based on this Indenture, the Securities or the transactions contemplated hereby. 
 The provisions of this Section 10.10 are intended to be
effective upon the execution of this Indenture without any further action by the Issuer or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters. 

Section 10.11. Non-Business Day. In any case where the date of payment of interest, redemption
or stated maturity of a Security established in accordance with Section 2.03 shall not be a Business Day at any Place of Payment with respect to Securities of that series, then (notwithstanding any other provision of this Indenture or of the
Securities) payment of principal of and interest, if any, with respect to such Security need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day (unless otherwise specified in any applicable
supplemental indenture) at such Place of Payment with the same force and effect as if made on the date of payment of interest, redemption or stated maturity of a Security established in accordance with Section 2.03, provided that no interest shall
accrue for the period from and after such date of payment of interest, redemption or stated maturity of a Security, as the case may be. 
 
Section 10.12. Waiver of Jury Trial. EACH OF THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

  
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 ARTICLE 11 

REDEMPTION AND REPURCHASE OF SECURITIES; SINKING
FUNDS 
 Section 11.01. Optional Tax Redemption. (a) Unless otherwise
established in accordance with Section 2.03, the Securities of any series may be redeemed at the option of the Issuer, in whole, but not in part, subject to prior approval of the FSA, if such approval is required under applicable Japanese laws or
regulations then in effect, at any time, on giving not less than 30 nor more than 60 days’ notice of redemption to the Holders of the series to be redeemed (which notice shall be irrevocable and shall conform, as applicable, to the additional
notice requirements set forth in Section 11.03) at a redemption price equal to 100% of the principal amount of the Securities together with any accrued and unpaid interest (including Additional Amounts with respect thereto, if any) to (but
excluding) the date fixed for redemption, if the Issuer is or will be obliged to pay Additional Amounts as a result of any change in, or amendment to, the laws or regulations of Japan or any political subdivision or any authority thereof or therein
having power to tax, or any change in application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date of the issuance of the relevant series of Securities and such obligation
cannot be avoided by the Issuer through the taking of reasonable measures available to the Issuer; provided, that no such notice of redemption shall be given sooner than 90 days prior to the earliest date on which the Issuer would be obliged to pay
such Additional Amounts were a payment then due in respect of the relevant Securities. 
 (b) Prior to the publication of any notice of
redemption pursuant to this Section 11.01, the Issuer shall deliver to the Trustee (i) a certificate signed by an authorized officer stating that the conditions precedent to its right to so redeem have been fulfilled and (ii) an opinion of
independent legal advisors of recognized standing to the effect that the Issuer is or will be obliged to pay such Additional Amounts as a result of such change or amendment. 

Section 11.02. Applicability of Sections 11.03, 11.04 and 11.05. The provisions of Sections
11.03, 11.04 and 11.05 shall be applicable to the Securities of any series which are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series, except as otherwise specified as contemplated by Section 2.03
for Securities of such series. 
 Section 11.03. Notice of Redemption; Partial
Redemptions. Notice of redemption to the Holders of Securities of any series to be redeemed as a whole or in part at the option of the Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least
30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Securities of such series at their last addresses as they shall appear upon the registry books. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice, to the Holder of any Security of a series designated for redemption as a whole or in
part shall not affect the validity of the proceedings for the redemption of any other Security of such series. 

  
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 The notice of redemption to each such Holder shall specify the principal amount and CUSIP number,
ISIN number and/or common code (if any) of each Security of such series held by such Holder to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment, that payment will be made upon presentation and
surrender of such Securities, that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that any accrued and unpaid interest (including Additional Amounts with respect thereto, if any) to (but
excluding) the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. In case any Security of a series is to be redeemed in
part only the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities of such series
in principal amount equal to the unredeemed portion thereof will be issued. 
 The notice of redemption of Securities of any series to be
redeemed at the option of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer, in which case the Issuer shall make such request no later than 7 days prior to the
conclusion of the applicable notice period. Unless otherwise agreed between the Issuer and the Trustee, the Issuer shall provide advance notice to the Trustee five Business Days prior to the date of publication of any notice of redemption. 

On or before the redemption date specified in the notice of redemption given as provided in this Section 11.03, the Issuer will deposit with
the Trustee or with one or more paying agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.04) an amount of money or other property sufficient to redeem on the redemption date
all the Securities of such series so called for redemption at the appropriate redemption price, together with any accrued and unpaid interest (including Additional Amounts with respect thereto, if any) to (but excluding) the date fixed for
redemption. If less than all the Outstanding Securities of a series are to be redeemed, the Issuer will deliver to the Trustee at least 30 days prior to the date fixed for redemption an Officer’s Certificate stating the aggregate principal
amount of Securities to be redeemed. 

  
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 If less than all the Securities of a series are to be redeemed, the Securities of such series to
be redeemed shall be selected in accordance with the requirements of the stock exchange on which the Securities are listed (if any) or in accordance with the requirements of the clearing system through which the Securities of such series are held.
If the Securities of such series are not listed on any stock exchange or held through the clearing systems the Securities of such series to be redeemed shall be selected by the Trustee, in such manner as it shall deem appropriate and fair in its
sole and absolute discretion, Securities of such series to be redeemed in whole or in part. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Securities of such series or any multiple thereof. For all
purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities of any series shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be redeemed. 
 Section 11.04. Payment of
Securities Called for Redemption. If notice of redemption has been given as above provided, the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at
the applicable redemption price, together with any accrued and unpaid interest (including Additional Amounts with respect thereto, if any) to (but excluding) the date fixed for redemption, and on and after said date (unless the Issuer shall default
in the payment of such Securities at the redemption price, together with any accrued and unpaid interest (including Additional Amounts with respect thereto, if any) to (but excluding) said date) interest on the Securities or portions of Securities
so called for redemption shall cease to accrue and, except as provided in Sections 5.06 and 9.04, such Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the
Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof, together with any accrued and unpaid interest (including Additional Amounts with respect thereto, if any) to (but excluding)
the date fixed for redemption. On presentation and surrender of such Securities at a Place of Payment specified in said notice, said Securities or the specified portions thereof shall be paid and redeemed by the Issuer at the applicable redemption
price, together with any accrued and unpaid interest (including Additional Amounts with respect thereto, if any) to (but excluding) the date fixed for redemption; provided that, unless otherwise specified as contemplated by Section 2.03, any payment
of interest becoming due on the date fixed for redemption shall be payable to the Holders of such Securities registered as such on the relevant record date according to their terms and the provisions of Sections 2.07 and 3.01 hereof. 

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

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

  
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 Section 11.05. Exclusion of Certain Securities
from Eligibility for Selection for Redemption. Securities shall be excluded from eligibility for selection for redemption if they are identified by registration and certificate number in a written statement signed by an authorized
officer of the Issuer and delivered to the Trustee at least 40 days prior to the last date on which notice of redemption may be given as being owned of record and beneficially by, and not pledged or hypothecated by, either (a) the Issuer or (b) an
entity specifically identified in such written statement as directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer. 

Section 11.06. Repurchase of Securities. The Issuer or any subsidiary of the
Issuer may at any time subject to prior approval of the FSA, if such approval is required under applicable Japanese laws or regulations then in effect, purchase any or all of the Securities in the open market or otherwise at any price. Upon such
repurchase, the Trustee shall, in accordance with Section 2.10, cancel any Securities so purchased that are surrendered to it. Subject to applicable law, neither the Issuer nor any subsidiary of the Issuer shall have any obligation to offer to
purchase any Securities held by any Holder as a result of its purchase or offer to purchase Securities held by any other Holder in the open market or otherwise. The provisions of this Section 11.06 are subject to modification in accordance with
Section 2.03. 
 Section 11.07. Mandatory and Optional Sinking Funds. The minimum
amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “Mandatory Sinking Fund Payment”, and any payment in excess of such minimum amount provided for by the terms of
Securities of any series is herein referred to as an “Optional Sinking Fund Payment.” The date on which a sinking fund payment is to be made is herein referred to as the “Sinking Fund Payment Date.” 

In lieu of making all or any part of any Mandatory Sinking Fund Payment with respect to any series of Securities in cash, the Issuer may at
its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the mandatory sinking fund) by the Issuer or receive credit for Securities of such series (not previously
so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Issuer and delivered to the paying agent for cancellation pursuant to Section 2.10, (b) receive credit for Optional Sinking Fund Payments (not previously so
credited) made pursuant to this Section 11.07, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Issuer through any optional redemption provision contained in the terms of such series. Securities so
delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. 
 On
or before the sixtieth day next preceding each Sinking Fund Payment Date for any series, the Issuer will deliver to the Trustee a written statement (which need not contain the statements required by Section 10.05) signed by an authorized officer of
the Issuer (a) specifying the portion of the Mandatory Sinking Fund Payment to be satisfied by payment of cash and the portion to be satisfied by credit of Securities of such series, (b) stating that none of the Securities of such series has
theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the
Issuer intends to exercise its right to make an Optional Sinking Fund Payment with respect to such series and, if so, specifying the amount of such Optional Sinking Fund Payment which the Issuer intends to pay on or before the next succeeding
Sinking Fund Payment Date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the paying agent
shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with such written statement or at such other time as may be agreed between the Trustee and the Issuer in writing. Such written statement shall be irrevocable and upon its
receipt by the Trustee the Issuer shall become unconditionally obligated to make all the cash payments or payments therein referred to, if any, on or before the next succeeding Sinking Fund Payment Date. Failure of the Issuer, on or before any such
sixtieth day, to deliver such written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Issuer (i) that the Mandatory Sinking
Fund Payment for such series due on the next succeeding Sinking Fund Payment Date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Issuer will make no Optional
Sinking Fund Payment with respect to such series as provided in this Section 11.07. 

  
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 If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the
next succeeding Sinking Fund Payment Date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Issuer shall so request) with respect to the Securities of any particular series, such
cash shall be applied on the next succeeding Sinking Fund Payment Date to the redemption of Securities of such series at the sinking fund redemption price together with accrued interest to the date fixed for redemption. If such amount shall be
$50,000 or less and the Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 is available. The Trustee shall select, in the manner provided in Section 11.03, for redemption on such Sinking Fund Payment Date a
sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Issuer) inform the Issuer of the serial numbers of the Securities of such series (or portions thereof) so
selected. Securities of any series which are (a) owned by the Issuer or an entity known by the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer, as shown by the Security
register, and not known to the Trustee to have been pledged or hypothecated by the Issuer or any such entity or (b) identified in an Officer’s Certificate at least 60 days prior to the Sinking Fund Payment Date as being beneficially owned by,
and not pledged or hypothecated by, the Issuer or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be excluded from Securities of such series eligible for redemption. The
Trustee, in the name and at the expense of the Issuer (or the Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 11.03
(and with the effect provided in Section 11.04) for the redemption of Securities of such series in part at the option of the Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series
shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section 11.07. Any and all sinking fund monies held on the stated maturity date of the
Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other monies, if necessary, sufficient for
the purpose, to the payment of the principal of, and interest on, the Securities of such series at maturity. 
 On or before each Sinking
Fund Payment Date, the Issuer shall pay to the paying agent in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following Sinking Fund Payment Date.

 The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund monies or give any notice of redemption
of Securities for such series by operation of the sinking fund during the continuance of a default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Issuer a sum sufficient for such redemption. The Issuer shall provide notice to the Trustee at least five
Business Days in advance of the date of publication of any notice of redemption pursuant to this Indenture. Except as aforesaid, any monies in the sinking fund for such series at the time when any such default or Event of Default shall occur, and
any monies thereafter paid into the sinking fund, shall, during the continuance of such default or Event of Default, be deemed to have been collected under Article 4 and held for the payment of all such Securities. In case such Event of Default
shall have been waived as provided in Section 4.10 or the default cured on or before the sixtieth day preceding the Sinking Fund Payment Date in any year, such monies shall thereafter be applied on the next succeeding Sinking Fund Payment Date in
accordance with this Section 11.07 to the redemption of such Securities. 

  
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 ARTICLE 12 

ACKNOWLEDGEMENTS AND CONSENTS 

Section 12.01. Acknowledgements and Consents. Notwithstanding anything else in this
Indenture to the contrary, each Holder and the Trustee acknowledge, consent and agree (a) for a period of 30 days following the date upon which the Prime Minister of Japan confirms that Specified Item 2 Measures (tokutei dai nigo sochi)
should be applied to the Issuer, not to initiate any action to attach any of the Issuer’s assets, the attachment of which has been prohibited by designation of the Prime Minister of Japan pursuant to Article 126-16 of the Deposit Insurance Act,
and (b) to any transfer of the Issuer’s assets (including shares of the Issuer’s subsidiaries) or liabilities, or any portions thereof, effected with permission of a Japanese court in accordance with Article 126-13 of the Deposit Insurance
Act, and that any such transfer shall not constitute a sale or disposal of the Issuer’s properties or assets for the purpose of Article 8 of this Indenture. 

Section 12.02. Notice of Certain Events. The Issuer shall, as soon as practicable after the
Prime Minister of Japan has confirmed that Specified Item 2 Measures (tokutei dai nigo sochi) should be applied to the Issuer or a Japanese court has publicly announced that it has granted permission to a transfer of the Issuer’s assets
(including shares of the Issuer’s subsidiaries) or liabilities, or any portions thereof, in accordance with Article 126-13 of the Deposit Insurance Act, deliver a written notice of such event to the Holders and beneficial owners of the
Securities through DTC and to the Trustee. Any failure or delay by the Issuer to provide such written notice shall not change or delay the effect of the acknowledgement, consent and agreement described in this Article 12. The Trustee shall be
entitled to rely conclusively upon such notification of the Issuer (without further investigation or inquiry) and shall not be liable to any person for so accepting and relying on such notification. 

ARTICLE 13 

CALCULATION AGENT 

Section 13.01. Appointment. The Issuer appoints The Bank of New York Mellon as the initial
Calculation Agent in relation to any floating interest rate Securities issued under this Indenture. The Bank of New York Mellon accepts its appointment as Calculation Agent, subject to the conditions of this Article 13. 

Section 13.02. Calculation of Floating Interest. The Calculation Agent shall calculate the
interest rates and amounts of interest payable in respect of any series of floating interest rate Securities issued under this Indenture at such dates and times and in accordance with such other terms and conditions as set forth on any Registered
Security of such series. 
 Unless otherwise instructed by the Issuer, the Calculation Agent will cause the interest rate, the number of
days in, and the interest amount for, the relevant interest period and the interest payment date, in respect of each series of floating interest rate Securities to be notified to the Issuer, the Trustee and DTC, or through DTC or through other
reasonable means to make such information available, in order that such information will be published or notified to the Holders of record as soon as possible after their determination but in no event later than the first day of the relevant
interest period. If the Securities become due and payable as described in Article 11 or pursuant to an acceleration upon an Event of Default other than on an interest payment date, the accrued interest payable, the interest rate, the number of days
in the relevant interest period and the interest payment date in respect of such Securities shall nevertheless continue to be calculated and notified as previously in accordance with the foregoing provisions and this Indenture. All determinations
and calculations made by the Calculation Agent, and any quotations obtained from the relevant banks for the purposes of calculating the interest rate and interest amount, pursuant to the foregoing provisions will, in the absence of negligence, bad
faith or manifest error, be binding on the Holders, the Issuer, the Trustee, the paying agent and the Calculation Agent. The interest rate payable on any series of floating interest rate Securities issued under this Indenture will not be higher than
the maximum rate permitted by the law of the State of New York as modified by United States law of general application or by Japanese law and as notified to the Trustee and the paying agent in writing five Business Days prior to any interest payment
date, if applicable. 

  
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 Section 13.03. Commissions; Incidental Acts. The Issuer
shall promptly pay to the Calculation Agent such fees as agreed in writing between the Issuer and the Calculation Agent, in respect of the services of the Calculation Agent (plus any applicable value added tax), in accordance with the provisions of
this Indenture. The Calculation Agent shall not charge any other commissions or expenses to any person in respect of its actions hereunder. The Issuer and the Calculation Agent will carry out such other incidental acts as may reasonably be necessary
to perform each party’s respective obligations hereunder. 
 Section 13.04. Rights and Liabilities
of the Calculation Agent. 
 No provision of this Indenture shall be construed to relieve the Calculation Agent from liability for its
own negligent action, its own negligent failure to act, its own bad faith or its own willful misconduct. 
 (a) The Calculation Agent (i)
engage and pay for the advice or services of any lawyers or other experts whose advice or services it considers necessary or advisable and rely upon any advice so obtained; (ii) may conclusively rely and shall be protected in acting or refraining
from acting upon any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties; and (iii) shall be entitled to rely on and assume (without further inquiry) that any matter purported to be authorized, approved or ratified by any Board Resolution or
Officer’s Certificate is adequate and complete authorization, approval and ratification in respect of the Issuer and its actions under this Indenture. 

(b) The Calculation Agent shall not be deemed to have notice of any Event of Default unless a Responsible Officer of the Calculation Agent has
received written notice thereof and such notice references the Securities and this Indenture. 
 (c) In no event shall the Calculation Agent
be liable for any action taken in accordance with the instructions of the Issuer in the absence of bad faith, negligence or willful misconduct on its part. 

(d) Notwithstanding the satisfaction or discharge of this Indenture or the resignation, replacement or removal of the Calculation Agent, the
Calculation Agent shall under no circumstances be liable to any party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, inter alia, loss of business, goodwill, opportunity or profit) even
if advised of the likelihood of such loss on damages and regardless of the form of action. The provisions of this Section 13.04(d) shall survive the termination and discharge of this Indenture and the resignation or removal of the Calculation
Agent. 
 (e) In no event shall the Calculation Agent be responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, existing or future law or regulation, any existing or future act of governmental authority, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood
that the Calculation Agent shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

(f) The Calculation Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document (except those issued by the Calculation Agent), but the Calculation Agent, in its
discretion, may make such reasonable further inquiry or investigation into such facts or matters as it may see fit, at the cost of the Issuer, and shall incur no liability or additional liability of any kind by reason of such inquiry or
investigation. 

  
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 (g) The Calculation Agent may request that the Issuer deliver an Officer’s Certificate
setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s
Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. 
 (h) The
permissive right of the Calculation Agent hereunder to take or omit to take any action shall not be construed as a duty. 
 (i) The Issuer
covenants to indemnify the Calculation Agent for, and to hold it harmless against, any loss, liability or expense arising out of or in connection with the performance of its duties hereunder, including the reasonable costs and expenses (including
the properly incurred charges and expenses of its agents and counsel) of defending itself against or investigating any claim of liability arising out of or in connection with the same, except to the extent such loss, liability or expense is due to
the bad faith, negligence, or willful misconduct of the Calculation Agent. The obligations of the Issuer under this Section 13.04 to compensate and indemnify the Calculation Agent and to pay or reimburse the Calculation Agent for expenses shall
survive the resignation or removal of the Calculation Agent and the satisfaction and discharge of this Indenture. 
 (j) None of the
provisions contained in this Indenture shall require the Calculation Agent to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers,
unless it is indemnified and/or secured to its reasonable satisfaction. 
 Section 13.05. Resignation and
Removal. The Calculation Agent may at any time resign as Calculation Agent by giving written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective; provided,
however, that such date shall never be earlier than 30 days after the receipt of such notice by the Issuer, unless the Issuer otherwise agrees in writing. The Calculation Agent may be removed at any time by the filing with it of any
instrument in writing signed on behalf of the Issuer and specifying such removal and the date when it is intended to become effective. Such resignation or removal shall take effect upon the date of the appointment by the Issuer, as hereinafter
provided, of a successor Calculation Agent. If within 30 days after notice of resignation or removal has been given, a successor Calculation Agent has not been appointed, the Calculation Agent may, on behalf of and at the expense of the Issuer, with
prior notice to the Issuer, appoint its own successor or the resigning Calculation Agent or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Calculation Agent. If at any time the Calculation Agent shall
resign or be removed, or be dissolved, or if the property or affairs of the Calculation Agent shall be taken under the control of any State or Federal court or administrative body because of bankruptcy or insolvency or for any other reason, then a
successor Calculation Agent shall as soon as practicable be appointed by the Issuer by an instrument in writing filed with the predecessor Calculation Agent, the successor Calculation Agent and the Trustee. Upon the appointment of a successor
Calculation Agent and acceptance by it of such appointment, the Calculation Agent so succeeded shall cease to be such Calculation Agent hereunder. Upon its resignation or removal, the Calculation Agent shall be entitled to the payment by the Issuer
of its compensation, if any is owed to it, for services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses (including properly incurred counsel fees and expenses) incurred in connection with the services rendered by
it hereunder and to the payment of all other amounts owed to it hereunder. 
 Any successor Calculation Agent appointed hereunder shall
execute and deliver to its predecessor, the Issuer and the Trustee an instrument accepting such appointment hereunder, and thereupon such successor Calculation Agent, without any further act, deed or conveyance, shall become vested with all the
authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as such Calculation Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid,
shall thereupon become obliged to transfer and deliver, and such successor Calculation Agent shall be entitled to receive, copies of any relevant records maintained by such predecessor Calculation Agent. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of March
9, 2016. 
  

					
	SUMITOMO MITSUI FINANCIAL GROUP, INC.
		
	By:	 	 /s/ Nobuaki Nakamura

		 	Name:	 	Nobuaki Nakamura
		 	Title:	 	Joint General Manager,
		 		 	Corporate Planning Dept.
	
	 THE BANK OF NEW YORK MELLON

		
	By:	 	 /s/ Chen-Hao Cheng

		 	Name:	 	Chen-Hao Cheng
		 	Title:	 	Vice President


 [Senior Indenture]