Form of Senior Indenture



 Exhibit 4.2 
  

  
 THE NASDAQ STOCK MARKET, INC. 
  
 TO

  
 The Bank of New York 
  

  
 Indenture 
  
 Dated as of             , 2006 
  
 Senior Debt Securities 
  








 Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, 
 of the Trust Indenture Act of 1939: 
  

					
	 Trust Indenture
Act Section

	 	 	  	 Indenture
 Section


	 §310(a)(1)
	 	 	  	611
	 (a)(2)
	 	 	  	611
	 (a)(3)
	 	 	  	Not Applicable
	 (a)(4)
	 	 	  	Not Applicable
	 (b)
	 	 	  	603, 608, 609
	 §311(a)
	 	 	  	612
	 (b)
	 	 	  	612
	 §312(a)
	 	 	  	701, 702
	 	 	 	  	702
	 (b)
	 	 	  	702
	 (c)
	 	 	  	702
	 §313(a)
	 	 	  	703
	 (b)
	 	 	  	703
	 (c)
	 	 	  	703
	 (d)
	 	 	  	703
	 §314(a)
	 	 	  	704
	 (a)(4)
	 	 	  	101, 1004
	 (b)
	 	 	  	Not Applicable
	 (c)(1)
	 	 	  	102
	 (c)(2)
	 	 	  	102
	 (c)(3)
	 	 	  	Not Applicable
	 (d)
	 	 	  	Not Applicable
	 (e)
	 	 	  	102
	 §315(a)
	 	 	  	601
	 (b)
	 	 	  	605
	 (c)
	 	 	  	601
	 (d)
	 	 	  	601
	 (e)
	 	 	  	514
	 §316(a)(1)(A)
	 	 	  	502, 512
	 (a)(1)(B)
	 	 	  	513
	 (a)(2)
	 	 	  	Not Applicable
	 (b)
	 	 	  	508
	 (c)
	 	 	  	104
	 §317(a)(l)
	 	 	  	503
	 (a)(2)
	 	 	  	504
	 (b)
	 	 	  	1003
	 §318(a)
	 	 	  	107

  

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








 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page


	 	  	ARTICLE I	  	 
			
	 	  	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	  	 
			
	SECTION 1.01	  	Definitions.	  	1
	SECTION 1.02	  	Compliance Certificates and Opinions.	  	8
	SECTION 1.03	  	Form of Documents Delivered to Trustee.	  	9
	SECTION 1.04	  	Acts of Holders; Record Dates.	  	9
	SECTION 1.05	  	Notices, Etc., to Trustee and Company.	  	11
	SECTION 1.06	  	Notice to Holders; Waiver.	  	11
	SECTION 1.07	  	Conflict with Trust Indenture Act	  	12
	SECTION 1.08	  	Effect of Headings and Table of Contents.	  	12
	SECTION 1.09	  	Successors and Assigns.	  	12
	SECTION 1.10	  	Separability Clause.	  	12
	SECTION 1.11	  	Benefits of Indenture.	  	12
	SECTION 1.12	  	Governing Law.	  	12
	SECTION 1.13	  	Legal Holidays.	  	13
	SECTION 1.14	  	Language of Notices, Etc	  	13
	SECTION 1.15	  	Rules by Trustee and Agents.	  	13
	SECTION 1.16	  	No Adverse Interpretation of Other Agreements.	  	13
	SECTION 1.17	  	Counterparts.	  	13
	SECTION 1.18	  	Force Majeure.	  	13
	
	ARTICLE II
	
	SECURITY FORMS
			
	SECTION 2.01	  	Forms Generally.	  	14
	SECTION 2.02	  	Form of Legend for Global Securities.	  	14
	SECTION 2.03	  	Form of Trustee’s Certificate of Authentication.	  	15
	SECTION 2.04	  	Securities in Global Form.	  	15
	
	ARTICLE III
	
	THE SECURITIES
			
	SECTION 3.01	  	Amount Unlimited; Issuable in Series.	  	16
	SECTION 3.02	  	Denominations.	  	19
	SECTION 3.03	  	Execution, Authentication, Delivery and Dating.	  	20
	SECTION 3.04	  	Temporary Securities.	  	21
	SECTION 3.05	  	Registration, Registration of Transfer and Exchange.	  	21
	SECTION 3.06	  	Mutilated, Destroyed, Lost and Stolen Securities.	  	23
	SECTION 3.07	  	Payment of Interest; Interest Rights Preserved.	  	24

  

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	SECTION 3.08	  	Persons Deemed Owners.	  	25
	SECTION 3.09	  	Cancellation.	  	25
	SECTION 3.10	  	Computation of Interest.	  	26
	SECTION 3.11	  	CUSIP Numbers.	  	26
	
	ARTICLE IV
	
	SATISFACTION AND DISCHARGE
			
	SECTION 4.01	  	Satisfaction and Discharge of Indenture.	  	26
	SECTION 4.02	  	Application of Trust Money.	  	27
	
	ARTICLE V
	
	REMEDIES
			
	SECTION 5.01	  	Events of Default.	  	28
	SECTION 5.02	  	Acceleration of Maturity; Rescission and Annulment.	  	29
	SECTION 5.03	  	Collection of Indebtedness and Suits for Enforcement by Trustee.	  	30
	SECTION 5.04	  	Trustee May File Proofs of Claim.	  	31
	SECTION 5.05	  	Trustee May Enforce Claims Without Possession of Securities.	  	31
	SECTION 5.06	  	Application of Money Collected.	  	31
	SECTION 5.07	  	Limitation on Suits.	  	32
	SECTION 5.08	  	Unconditional Right of Holders to Receive Principal, Premium and Interest.	  	32
	SECTION 5.09	  	Restoration of Rights and Remedies.	  	33
	SECTION 5.10	  	Rights and Remedies Cumulative.	  	33
	SECTION 5.11	  	Delay or Omission Not Waiver.	  	33
	SECTION 5.12	  	Control by Holders.	  	33
	SECTION 5.13	  	Waiver of Past Defaults.	  	34
	SECTION 5.14	  	Undertaking for Costs.	  	34
	SECTION 5.15	  	Waiver of Usury, Stay or Extension Laws.	  	34
	
	ARTICLE VI
	
	THE TRUSTEE
			
	SECTION 6.01	  	Certain Duties and Responsibilities.	  	34
	SECTION 6.02	  	Duties of Trustee.	  	35
	SECTION 6.03	  	Certain Rights of Trustee.	  	36
	SECTION 6.04	  	Not Responsible for Recitals or Issuance of Securities.	  	37
	SECTION 6.05	  	Notice of Defaults.	  	37
	SECTION 6.06	  	Reports by Trustee to Holders of the Securities of Any Series.	  	38
	SECTION 6.07	  	Compensation and Reimbursement.	  	38
	SECTION 6.08	  	Resignation and Removal; Appointment of Successor.	  	39
	SECTION 6.09	  	Acceptance of Appointment by Successor.	  	40
	SECTION 6.10	  	Merger, Conversion, Consolidation or Succession to Business.	  	41

  

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	SECTION 6.11	  	Eligibility; Disqualification.	  	41
	SECTION 6.12	  	Preferential Collection of Claims Against Company.	  	42
	SECTION 6.13	  	Appointment of Authenticating Agent.	  	42
	
	ARTICLE VII
	
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
			
	SECTION 7.01	  	Company to Furnish Trustee Names and Addresses of Holders.	  	44
	SECTION 7.02	  	Preservation of Information; Communications to Holders.	  	44
	SECTION 7.03	  	Reports by Trustee.	  	44
	SECTION 7.04	  	Reports by Company.	  	44
	
	ARTICLE VIII
	
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
			
	SECTION 8.01	  	Company May Consolidate, Etc., Only on Certain Terms.	  	45
	SECTION 8.02	  	Successor Substituted.	  	46
	
	ARTICLE IX
	
	SUPPLEMENTAL INDENTURES
			
	SECTION 9.01	  	Supplemental Indentures Without Consent of Holders.	  	46
	SECTION 9.02	  	Supplemental Indentures With Consent of Holders.	  	48
	SECTION 9.03	  	Execution of Supplemental Indentures.	  	49
	SECTION 9.04	  	Effect of Supplemental Indentures.	  	49
	SECTION 9.05	  	Conformity with Trust Indenture Act.	  	49
	SECTION 9.06	  	Reference in Securities to Supplemental Indentures.	  	49
	
	ARTICLE X
	
	COVENANTS
			
	SECTION 10.01	  	Payment of Principal, Premium and Interest.	  	50
	SECTION 10.02	  	Maintenance of Office or Agency.	  	50
	SECTION 10.03	  	Money for Securities Payments to Be Held in Trust.	  	50
	SECTION 10.04	  	Statement by Officers as to Default.	  	51
	SECTION 10.05	  	Existence.	  	52
	SECTION 10.06	  	Waiver of Certain Covenants.	  	52
	
	ARTICLE XI
	
	REDEMPTION OF SECURITIES
			
	SECTION 11.01	  	Applicability of Article.	  	52
	SECTION 11.02	  	Election to Redeem; Notice to Trustee.	  	52

  

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	SECTION 11.03	  	Selection by Trustee of Securities to Be Redeemed.	  	53
	SECTION 11.04	  	Notice of Redemption.	  	53
	SECTION 11.05	  	Deposit of Redemption Price.	  	54
	SECTION 11.06	  	Securities Payable on Redemption Date.	  	54
	SECTION 11.07	  	Securities Redeemed in Part.	  	55
	
	ARTICLE XII
	
	SINKING FUNDS
			
	SECTION 12.01	  	Applicability of Article.	  	55
	SECTION 12.02	  	Satisfaction of Sinking Fund Payments with Securities.	  	55
	SECTION 12.03	  	Redemption of Securities for Sinking Fund.	  	56
	
	ARTICLE XIII
	
	DEFEASANCE AND COVENANT DEFEASANCE
			
	SECTION 13.01	  	Company’s Option to Effect Defeasance or Covenant Defeasance.	  	56
	SECTION 13.02	  	Defeasance and Discharge.	  	56
	SECTION 13.03	  	Covenant Defeasance.	  	57
	SECTION 13.04	  	Conditions to Defeasance or Covenant Defeasance.	  	57
	SECTION 13.05	  	Acknowledgment of Discharge By Trustee.	  	59
	SECTION 13.06	  	Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions.	  	59
	SECTION 13.07	  	Reinstatement.	  	59
	
	ARTICLE XIV
	
	IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
	OFFICERS, DIRECTORS AND EMPLOYEES
			
	SECTION 14.01	  	Exemption from Individual Liability.	  	60

  

 iv 








 INDENTURE, dated as of             , 2006
between The Nasdaq Stock Market, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at One Liberty Plaza, New York, NY 10006 and The Bank of
New York a New York banking corporation, as Trustee (herein called the “Trustee”). 
  
 Recitals of The Company 
  
 The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (herein called the “Securities”), which may be
convertible into or exchangeable for any securities of any persons (including the Company), to be issued in one or more series as in this Indenture provided. 
  
 All things necessary to make this Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been done.

  
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
  
 For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows: 
  
 ARTICLE I 
  
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
  

	SECTION	1.01 Definitions. 

  
 For all purposes of this Indenture, except as otherwise expressly provided (including as otherwise contemplated by Section 3.01 with respect to any series
of Securities) or unless the context otherwise requires: 
  
 (1) the terms defined in this Article One have the meanings assigned to them in this Article One and include the plural as well as the singular; 
  
 (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by
reference therein, have the meanings assigned to them therein; 
  
 (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States of America, and, except as otherwise herein
expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted as consistently applied by the Company
at the date of such computation; 







 (4) unless the context otherwise requires, any reference to an “Article,” a
“Section” or an “Exhibit” refers to an Article, a Section or an Exhibit, as the case may be, of or to this Indenture; 
  
 (5) 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; 
  
 (6) words importing any gender include the other genders; 
  
 (7) references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute
referred to; 
  
 (8) references to
“writing” include printing, typing, lithography and other means of reproducing words in a tangible, visible form; 
  
 (9) the words “including,” “includes” and “include” shall be deemed to be followed by the words
“without limitation”; and 
  
 (10)
unless otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications to such agreements and instruments, but only to the extent such amendments and other modifications are not
prohibited by the terms of this Indenture. 
  
 Certain terms, used principally in
Article Six and Article Thirteen, are defined in those Articles. 
  
 “Act,” when used with respect to any Holder, has the meaning specified in Section 104. 
  
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; provided that a Person will be deemed to be an Affiliate if the Company has knowledge that such Person beneficially owns 10% or more of the Voting Stock of the Company; provided,
further, that the Company shall only be deemed to have knowledge of any Person beneficially owning 10% or more of the Company’s Voting Stock if such Person has filed a statement of beneficial ownership pursuant to Sections 13(d) or 13(g) of the
Exchange Act or has provided written notice thereof to the Company. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. 
  
 “Agent” means the Securities Registrar, or any Paying Agent or
additional paying agent. 
  
 “Authenticating Agent”
means any Person authorized by the Trustee pursuant to Section 6.13 to act on behalf of the Trustee to authenticate Securities of one or more series. 
  
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. 
  

 2 








 “Board of Directors” means: 
  
 (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly
authorized to act on behalf of such board; 
  
 (2) with respect to a partnership, the Board of Directors of the general partner of the partnership; 
  
 (3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof;
and 
  
 (4) with respect to any other Person, the
board or committee of such Person serving a similar function. 
  
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors, or such committee of the Board of Directors or officers of
the Company to which authority to act on behalf of the Board of Directors has been delegated, and to be in full force and effect on the date of such certification, and delivered to the Trustee. 
  
 “Business Day,” when used with respect to any Place of Payment,
means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close. 
  
 “Capital Stock” means: 
  
 (1) in the case of a corporation, corporate stock;

  
 (2) in the case of an association or business
entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; 
  
 (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests;
and 
  
 (4) any other interest or participation
that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such
debt securities include any right of participation with Capital Stock. 
  
 “Commission” means the United States Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument the United States Securities and
Exchange Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. 
  
 “Company” means the Person named as the “Company” in the first paragraph of this instrument until a
successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 
  

 3 








 “Company Request” or “Company Order” means a written request or order signed in the
name of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or any Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee. 

 
 “Corporate Trust Office” means the principal office of the
Trustee at which at any particular time its corporate trust business shall be administered, which as of the date hereof is located at 101 Barclay Street, Floor 8W, NY, NY 10286 Attn: Corporate Trust Administration. 
  
 “Corporation” means a corporation, association, company,
joint-stock company. limited liability company or business trust. 
  
 “Covenant Defeasance” has the meaning specified in Section 13.03. 
  
 “Defaulted Interest” has the meaning specified in Section 3.07. 
  
 “Defeasance” has the meaning specified in Section 13.02. 
  
 “Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or
more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301. 
  
 “Event of Default” has the meaning specified in Section 5.01. 
  
 “Exchange Act” means the United States Securities Exchange Act of
1934 and any statute successor thereto, in each case as amended from time to time. 
  
 “Expiration Date” has the meaning specified in Section 1.04. 
  
 “Global Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.02 (or
such legend as may be specified as contemplated by Section 3.01 for such Securities). 
  
 “Government Obligation” has the meaning specified in Section 13.04. 
  
 “Holder” means the Person in whose name a Security is registered in the Security Register. 
  
 “Indenture” means this instrument as originally executed and as it
may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities
established as contemplated by Section 3.01. 
  
 “interest,” when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. 
  

 4 








 “Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of
an installment of interest on such Security. 
  
 “Investment
Company Act” means the United States Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time. 
  
 “Maturity,” when used with respect to any Security, means the date on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 
  
 “Notice of Default” means a written notice of the kind specified in Section 5.01(4). 
  
 “Officer’s Certificate” means a certificate signed by the
Chairman of the Board, a Vice Chairman of the Board, the President or any Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers
signing an Officer’s Certificate given pursuant to Section 10.04 shall be the principal executive, financial or accounting officer of the Company. 
  
 “Opinion of Counsel” means an opinion from legal counsel that meets the requirements of Section 102 hereof. The counsel may be an employee of or
counsel to the Company or any Subsidiary of the Company. 
  
 “Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

  
 “Outstanding,” when used with respect to Securities
of any series, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: 
  
 (1) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 
  
 (2) Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 
  
 (3) Securities as to which Defeasance has been effected pursuant to Section 13.02; and 
  
 (4) Securities that have been paid pursuant to Section 3.06
or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; 
  

 5 








 provided, however, that in determining whether the Holders of the requisite principal amount of
the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver, or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be
deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 5.02, (B) if, as of such date, the principal amount
payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security that shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.01, (C) the principal amount
of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 3.01, of the
principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Securities that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned that 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 Company or any other obligor upon the Securities or any Affiliate of the Company or of such other
obligor. 
  
 “Paying Agent” means any Person authorized
by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company. The Company initially authorizes and appoints the Trustee as the Paying Agent for the Securities. 
  
 “Person” or “person” means any individual, corporation,
partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other entity. 
  
 “Place of Payment,” when used with respect to the Securities of any series, means the place or places specified in accordance with Section 301
where the principal of and any premium and interest on the Securities of that series are payable. 
  
 “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt
as the mutilated, destroyed, lost or stolen Security. 
  
 “Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. 
  

 6 








 “Redemption Price,” when used with respect to any Security to be redeemed, means the price at
which it is to be redeemed pursuant to this Indenture. 
  
 “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 3.01. 
  
 “Responsible Officer,” when used with respect to the Trustee, means
any vice president, any treasurer, any assistant treasurer, any trust officer or assistant trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have responsibility for the administration of
this Indenture. 
  
 “Securities” has the meaning stated
in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 
  
 “Securities Act” means the United States Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.

  
 “Security Register” and “Security
Registrar” have the respective meanings specified in Section 305. 
  
 “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07. 
  
 “Stated Maturity,” when used with respect to any Security or any installment of principal thereof or premium, if any, or interest thereon, means
the date specified in such Security as the fixed date on which the principal of or premium, if any, on such Security or such installment of principal or interest is due and payable. 
  
 “Subsidiary” means with respect to any specified Person: 
  
 (1) any corporation, association or other business entity of
which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting
power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and 
  
 (2)
any partnership (A) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (B) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any
combination thereof). 
  
 “Trust Indenture Act” or
“TIA” means the United States Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the 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. 
  

 7 








 “Trustee” means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 
  
 “Vice President,” when used with respect to the Company or the Trustee, means any vice president, whether or not
designated by a number or a word or words added before or after the title “vice president.” 
  
 “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person. 
  
 SECTION
1.02 Compliance Certificates and Opinions. 
  
 Upon any
application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such
certificate or opinion shall be given in the form of an Officer’s Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act
and any other requirements set forth in this Indenture. 
  
 Every
certificate or opinion (other than (i) certificates provided for in Section 10.04 and (ii) a certificate provided pursuant to Section 3.14(a)(4) of the Trust Indenture Act), with respect to compliance with a condition or covenant provided for in
this Indenture shall comply with the provisions of Section 314(e) of the Trust Indenture Act and must include: 
  
 (1) a statement the Person signing such certificate or opinion has read such covenant or condition; 
  
 (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
  
 (3) a statement that, in the opinion of such Person, he or she has made or caused to be made such examination or investigation as is
necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 
  
 (4) a statement as to whether, in the opinion of such Person, such condition or covenant has been satisfied. 
  

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 SECTION 1.03 Form of Documents Delivered to Trustee. 
  
 In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other such Persons may certify or give an opinion as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

  
 Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with
respect to the matters upon which such officer’s certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are erroneous. 
  
 Were any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument. 
  
 SECTION 1.04 Acts
of Holders; Record Dates. 
  
 Any request, demand,
authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

  
 The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Trustee deems sufficient. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
  
 The ownership of Securities shall be proved by the Security Register.

  

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 Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any
Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by
the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 
  
 The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided, that the Company may not set a record
date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided, that no such action shall
be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the
Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 1.06. 
  
 The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 5.02, (iii) any request to institute proceedings referred to in Section 5.07(2) or (iv) any direction referred to in Section 5.12, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date; provided, that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series
on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously
set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities
of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06. 
  

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 With respect to any record date set pursuant to this Section, the party hereto that sets such record date
may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is
given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any
record date set pursuant to this Section, the party hereto that set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph. 
  
 Without
limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of
which may do so pursuant to such appointment with regard to all or any part of such principal amount. 
  
 SECTION 1.05 Notices, Etc., to Trustee and Company. 
  
 Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or
permitted by this Indenture to be made upon, given or furnished to, or filed with, 
  
 (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in
writing (which may be via facsimile) to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, or 
  
 (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument, Attention: General Counsel, or at any other address
previously furnished in writing to the Trustee by the Company. 
  
 SECTION 1.06 Notice to Holders; Waiver. 
  
 Except as otherwise expressly provided herein, where this Indenture provides for notice of any event to Holders of Securities, such notice shall be sufficiently given to Holders of Securities if in writing and mailed,
first-class postage prepaid, to each Holder of a Security affected by such event, at the address of such Holder as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. 
  
 In case by reason of
the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders of Securities by mail, then such notification as shall be made with the approval of the Trustee shall constitute a
sufficient 

  

 11 








 
notification for every purpose hereunder. In any case where notice to Holders of Securities is given by mail, neither the failure to mail such notice, nor
any defect in any notice so mailed, to any particular Holder of a Security 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 of Securities 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. 
  
 SECTION 1.07
Conflict with Trust Indenture Act. 
  
 This Indenture
shall incorporate and be governed by the provisions of the Trust Indenture Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so
modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. 
  
 SECTION 1.08 Effect of Headings and Table of Contents. 
  
 The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof. 
  
 SECTION 1.09
Successors and Assigns. 
  
 All covenants and agreements
in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
  
 SECTION 1.10 Separability Clause. 
  
 In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby. 
  

	SECTION	1.11 Benefits of Indenture. 

  
 Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors
hereunder, and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
  
 SECTION 1.12 Governing Law. 
  
 THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE SECURITIES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
  

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 SECTION 1.13 Legal Holidays. 
  
 In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision
shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and
effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, and no additional interest shall accrue as the result of such delayed payment. 
  
 SECTION 1.14 Language of Notices, Etc. 
  
 Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. 
  
 SECTION 1.15 Rules by Trustee and Agents. 
  
 The Trustee may make reasonable rules for action by or at a meeting of
Holders of Securities of any series. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 
  
 SECTION 1.16 No Adverse Interpretation of Other Agreements. 
  
 This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries
or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
  
 SECTION 1.17 Counterparts. 
  
 The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

  
 SECTION 1.18 Force Majeure.

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

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 ARTICLE II 
  
 SECURITY FORMS 
  
 SECTION 2.01 Forms Generally. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any series of Securities, the Securities of each series shall be in substantially the
forms set forth in Exhibits A and A1 or in such other form (including temporary or permanent global form) as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be
required to comply with applicable tax laws or the rules of any securities exchange or automated quotation system on which the Securities of such series may be listed or traded or Depositary therefor or as may, consistently herewith, be determined
by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and delivery of such Securities (or any such
temporary global Security). 
  
 The definitive Securities of each
series shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange or automated quotation system on which the Securities of such series may be listed or traded, on
steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange or automated quotation system on which the Securities of such series may be listed or traded, all as determined by the officers executing
such Securities, as evidenced by their execution of such Securities. 
  
 SECTION 2.02 Form of Legend for Global Securities. 
  
 Unless otherwise specified as contemplated by Section 3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

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

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 SECTION 2.03 Form of Trustee’s Certificate of Authentication. 
  
 The Trustee’s certificates of authentication shall be in substantially
the following form: 
  
 This is one of the Securities of the
series designated therein referred to in the within-mentioned Indenture. 
  

	
	  


	 As Trustee

	
	 By

	  


	 Authorized Signatory

	
	 Dated:

	
	  




  
 SECTION 2.04 Securities in Global Form. 
  
 If
Securities of or within a series are issuable in global form, as specified as contemplated by Section 3.01, then, notwithstanding clause (26) of Section 3.01 and the provisions of Section 3.02, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by
the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 3.03 or Section 3.04. Subject to the provisions of Section 3.03
and, if applicable, Section 3.04, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company
Order pursuant to Section 3.03 or Section 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel. 
  
 The provisions of the last sentence of Section 3.03 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in
global from together with written instructions (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last sentence of Section 3.03. 
  
 Notwithstanding the provisions of Section 2.01 and 3.07, unless otherwise specified as contemplated by Section 3.01, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the Person
or Persons specified therein. 
  

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 ARTICLE III 
  
 THE SECURITIES 
  
 SECTION 3.01 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. At or
prior to the issuance of Securities of any series, the following shall be established in or pursuant to a Board Resolution, an Officer’s Certificate or one or more indentures supplemental hereto: 
  
 (1) the title of the Securities of the series (including
CUSIP Numbers which shall distinguish the Securities of the series from Securities of any other series) and the price or prices at which we will sell the Securities; 
  
 (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated
and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except
for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder); provided, however, that the authorized aggregate principal amount of such series may be increased above such amount by a Board
Resolution to such effect; 
  
 (3) the date or
dates on which the principal of any Securities of the series is payable, or the method by which such date or dates shall be determined or extended; 
  
 (4) 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, or the method by which such date or dates shall be determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if any, for the
interest payable on any Interest Payment Date, or the method by which such date or dates shall be determined, the right, if any, to extend or defer interest payments and the duration of such extension or deferral; 
  
 (5) the place or places where the principal of and any
premium and interest on any Securities of the series shall be payable, the place or places where the Securities of such series may be presented for registration of transfer or exchange, or surrendered for conversion or exchange, as applicable, and
the place or places where notices and demands to or upon the Company in respect of the Securities of such series may be made; 
  
 (6) the period or periods within or the date or dates on which, the price or prices at which and the term and conditions upon which any
Securities of the series may be redeemed, in whole or in part, at the option of the Company; 
  

 16 








 (7) if applicable, the Person or Persons to whom interest on any Securities of the series
shall be payable, if other than the Person in whose name the security is registered on the record date for such interest, and the extent to which, or the manner in which, any interest payable on a temporary Global Security will be paid if other than
the manner provided in this Indenture; 
  
 (8)
the obligation or the right, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund, amortization or analogous provisions or at the option of the Holder thereof and the period or periods within which,
the price or prices at which, the currency or currencies (including currency unit or units) in which and the other terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such
obligation; 
  
 (9) if other than denominations
of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable; 
  
 (10) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index
or pursuant to a formula, the manner in which such amounts shall be determined; 
  
 (11) if other than the currency of the United States of America, the currency, currencies or currency units, including composite
currencies, in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for
purposes of the definition of “Outstanding” in Section 1.01; 
  
 (12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that
or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the period or periods
within or the date or dates on which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined); 
  
 (13) the percentage of the principal amount at which such
Securities will be issued and, if other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the
method by which such portion shall be determined; 
  
 (14) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of
such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any
date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined); 
  

 17 








 (15) if applicable, that the Securities of the series, in whole or any specified part,
shall not be defeasible or shall be defeasible in a manner varying from Section 13.02 and Section 13.03; 
  
 (16) whether the Securities of the series, or any portion thereof, shall initially be issuable in the form of a temporary Global Security
representing all or such portion of the Securities of such series and provisions for the exchange of such temporary Global Security for definitive Securities of such series; 
  
 (17) if applicable, that any Securities of the series, or any portion thereof, shall be issuable in whole or
in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set
forth in Section 2.02 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 3.05 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any
transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof; 
  
 (18) any addition or change in the form of the Securities of any series set forth in Exhibits A and A1
hereto or to the form of certificate set forth in Exhibit C1 hereto; 
  
 (19) any addition or change in the provisions related to transfer and exchange set forth in Section 3.05 which applies to Securities of the series; 
  
 (20) any addition or change in the provisions set forth in Article Eight which applies to Securities of the
series; 
  
 (21) any addition or change in the
provisions related to satisfaction and discharge set forth in Article Four which applies to the supplemental indenture for Securities of the series; 
  
 (22) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02 and any addition or change in the provisions set forth in Article Five which applies to Securities of the series;

  
 (23) any addition to or change in the
covenants set forth in Article Ten which applies to Securities of the series; 
  
 (24) the additions or changes, if any, to this Indenture with respect to the Securities of such series as shall be necessary to permit or facilitate the issuance of the Securities of such series in bearer form,
registrable or not registrable as to principal, and with or without interest coupons; 
  

 18 








 (25) the appointment of any Paying Agent or Agents for the Securities of such series, if
other than the Trustee; 
  
 (26) the terms of any
right to convert or exchange Securities of such series into any other securities or property of the Company, including common stock, preferred stock or other securities, and the additions or changes, if any, to this Indenture with respect to the
Securities of such series to permit or facilitate such conversion or exchange; 
  
 (27) the terms and conditions, if any, pursuant to which the Securities of the series are secured; 
  
 (28) any restriction or condition on the transferability of
the Securities of such series; 
  
 (29) any
addition or change in the provisions related to the Trustee set forth in Article Six which applies to Securities of such series; 
  
 (30) any addition or change in the provisions related to supplemental indentures set forth in Sections 9.01 and 9.02 which applies to
Securities of such series; 
  
 (31) provisions,
if any, granting special rights to Holders upon the occurrence of specified events; 
  
 (32) any addition or change to any of the definitions set forth in Section 1.01 which applies to Securities of such series; 
  
 (33) the ability to issue additional Securities in the same
series; 
  
 (34) if applicable, that the
Securities of the series, or any portion thereof, shall be guaranteed by certain of the Company’s subsidiaries; and 
  
 (35) any other terms of the Securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, except
as permitted by Section 9.01(5)). 
  
 All Securities of any one
series shall be substantially identical except as to denomination and except as may otherwise be provided herein or in or pursuant to the Board Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner
provided, in the Officer’s Certificate referred to above or in any such indenture supplemental hereto. 
  
 If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate or Company Order setting forth the terms of the series. 

 
 SECTION 3.02 Denominations. 
  
 The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as contemplated by Section 3.01. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof. 
  

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 SECTION 3.03 Execution, Authentication, Delivery and Dating. 
  
 The Securities shall be executed on behalf of the Company by its Chairman of
the Board, its Vice Chairman of the Board, its President or any one of its Vice Presidents. The signature of any of these officers on the Securities may be manual or facsimile. 
  
 Securities bearing the manual or facsimile signature of an individual who was at any time the Company’s Chairman of the
Board, its Vice Chairman of the Board, its President or any one of its Vice Presidents shall bind the Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Securities or did not
hold such office at the date of such Securities. 
  
 At any time
and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery
of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as
permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall
be fully protected in relying upon, an Opinion of Counsel stating that the conditions precedent, if any, provided for in this Indenture have been complied with. 
  

If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee. 
  
 Notwithstanding the provisions of Section 3.01 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer’s Certificate or Company Order otherwise required pursuant to Section 301 or the Company Order and Opinion of
Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such
series to be issued. 
  
 Each Security shall be dated the date of
its authentication. 
  
 No Security shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its
authorized signatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered 

  

 20 








 
hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09,
for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 
  

	SECTION	3.04 Temporary Securities. 

  
 Pending the preparation of definitive Securities of any series, the Company may execute, and upon receipt of a Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities of such series in lieu of which
they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. 
  
 If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of that series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series
upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any
series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and like aggregate principal amount and tenor. 
  
 Until so exchanged in full as hereinafter provided, the Holders of temporary
Securities of any series shall in all respects be entitled to the same benefits under this Indenture as Holders of definitive Securities of the same series and of like tenor authenticated and delivered hereunder. 
  
 SECTION 3.05 Registration, Registration of Transfer and
Exchange. 
  
 Except as otherwise contemplated by Section
3.01 with respect to any series of Securities, the Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment
being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities.
The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. If any indenture supplemental hereto refers to any transfer agents (in addition to the Security
Registrar) initially designated by the Company with respect to any series of Securities, the Company may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts,
provided that the Company maintains a transfer agent in each Place of Payment for such series. The Company may at any time designate additional transfer agents with respect to any series of Securities. 
  
 Upon surrender for registration of transfer of any Security of a series at
the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the 

  

 21 








 
Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any
authorized denominations and of like tenor and aggregate principal amount. 
  
 At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the
Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled
to receive. 
  
 All Securities issued upon any registration of
transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

  
 Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof
or his attorney duly authorized in writing. 
  
 No service charge
shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities. 
  
 Neither the Trustee nor the Company
shall be required, pursuant to the provisions of this Section 3.05, (A) to issue, register the transfer of or exchange any Securities of any series (or of any series and specified tenor, as the case may be) during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or
exchange any Security so selected for redemption, in whole or in part, except, in the case of any Security to be redeemed in part, any portion not to be redeemed. 
  
 The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities: 
  
 (1) Each Global Security authenticated under this Indenture
shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security
for all purposes of this Indenture. 
  
 (2)
Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other
than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency
registered under the Exchange Act at a time when the Depositary is required to be so registered to 

  

 22 








 
act as depositary, in each case, unless the Company has approved a successor Depositary within 90 days, (B) the Company in its sole discretion determines
that such Global Security will be so exchangeable or transferable and executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable or transferable, (C) there shall have occurred and be continuing an Event
of Default with respect to the Securities represented by such Global Security, or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.01.

  
 (3) Subject to Clause (2) above, any exchange
of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.

  
 (4) Every Security authenticated and
delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section 3.05, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be authenticated and delivered in
the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. 
  
 SECTION 3.06 Mutilated, Destroyed, Lost and Stolen Securities. 
  
 If any mutilated Security is surrendered to the Trustee together with such
security or indemnity as may be required by the Company or the Trustee to save each of them harmless, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor
and principal amount and bearing a number not contemporaneously outstanding and shall cancel and destroy such mutilated Security. 
  
 If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding. 
  
 In case any such mutilated, destroyed, lost or
stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
  
 Upon the issuance of any new Security under this Section 3.06, the Company 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 counsel to the Company and the fees and expenses of the Trustee, its agents and counsel) connected therewith. 
  

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 Every new Security of any series issued pursuant to this Section 3.06 in lieu of any destroyed, lost or
stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. 
  
 The provisions of this Section 3.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities. 
  
 SECTION 3.07 Payment of Interest; Interest Rights Preserved. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any series of Securities, interest on any Security of any series which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

  
 Any Paying Agents will be identified in a supplemental
indenture hereto. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agent; however, the Company at all times will be required to maintain a Paying Agent in each Place of Payment for each series
of Securities. 
  
 Unless otherwise contemplated by Section 3.01
with respect to any series of Securities, any interest on any Security of any series which is payable, but is not timely paid or duly provided for, on any Interest Payment Date for Securities of such series (herein called “Defaulted
Interest”), shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest plus, to the extent lawful, interest payable on defaulted interest,
shall be paid by the Company, as provided in Clause (1) or (2) below (at the Company’s election): 
  
 (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series in respect
of which interest is in default (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as provided in this Clause (1). Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 5 days
prior to the date of the proposed payment and not less than 5 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense
of the Company, shall 

  

 24 








 
cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series
in the manner set forth in Section 1.06, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).

  
 (2) The Company may make payment of any
Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which such Securities may be listed or traded, and upon such notice as
may be required by such exchange or automated quotation system, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee. 
  
 Subject to the foregoing provisions of this Section 3.07, each Security
delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 
  
 SECTION 3.08 Persons Deemed Owners. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any series
of Securities, the Company, the Trustee and any Agent shall 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 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. 
  
 SECTION 3.09 Cancellation. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any series of Securities, all Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section 3.09, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of by the Trustee in its customary manner. The trustee shall return cancelled
Securities to the Company upon its request therefor. 
  

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 SECTION 3.10 Computation of Interest. 
  
 Except as otherwise specified as contemplated by Section 3.01 for Securities
of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months and interest on the Securities of each series for any partial period shall be computed on the basis of a 360-day year
of twelve 30-day months and the number of days elapsed in any partial month. 
  
 SECTION 3.11 CUSIP Numbers. 
  
 The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, (except as otherwise contemplated by Section 3.01) with respect to any series of Securities, if so, the Trustee shall use such
“CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will notify the
Trustee of any change in “CUSIP” numbers. 
  
 ARTICLE
IV 
  
 SATISFACTION AND DISCHARGE 
  
 SECTION 4.01 Satisfaction and Discharge of Indenture.

  
 Except as otherwise contemplated by Section 3.01 with respect
to any series of Securities, this Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for, and any right to receive
additional amounts, as otherwise provided in this Section 4.01), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 
  

	 	(1)	either 

  

	 	(A)	all Securities theretofore authenticated and delivered (other than (i) Securities which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as
provided in Section 306 and (ii) Securities for which payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section
10.03) have been delivered to the Trustee for cancellation; or 

  

	 	(B)	all such Securities not theretofore delivered to the Trustee for cancellation: 

  

	 	(i)	have become due and payable, or 

  

 26 









	 	(ii)	will become due and payable at their Stated Maturity within one year of the date of deposit, or 

  

	 	(iii)	are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense,
of the Company, 

  
 and the Company, in the case of
(i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to
the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 
  
 (2) the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and 
  
 (3) the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

  
 Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations of the Trustee or the Company to any Authenticating Agent under Section 6.13 and, if money shall have been deposited with the Trustee pursuant to subclause
(B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive such satisfaction and discharge. Each supplemental indenture with respect to any series of Securities may
provide terms for satisfaction and discharge of such supplemental indenture and such terms shall control as to such supplemental indenture. 
  
 SECTION 4.02 Application of Trust Money. 
  

Except as otherwise contemplated by Section 3.01 with respect to any series of Securities, subject to the provisions of the last paragraph of Section
10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee. 
  

 27 








 ARTICLE V 
  

REMEDIES 
  
 SECTION 5.01 Events of Default. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any series of Securities, “Event of Default,” wherever used herein with
respect to the Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body): 
  
 (1) default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such
default for a period of 30 days; or 
  
 (2)
default in the payment of the principal of or any premium on any Security of that series at its Maturity; or 
  
 (3) default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or 
  
 (4) default in the performance, or breach, in any material
respect, of any covenant or warranty of the Company in this Indenture with respect to a Security of that series (other than a covenant or warranty a default in the performance of which or the breach of which is specifically covered elsewhere in this
Section 5.01 or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default” under this Indenture; or 
  
 (5) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an
involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of
the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90
consecutive days; or 
  
 (6) the commencement by
the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other 
  

 28 








 similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent
by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by it of an assignment of a substantial part
of its property for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action; or 
  
 (7) any other Event of Default provided with respect to
Securities of that series established as provided in Section 3.01. 
  
 Provided, however, that no event described in Clause (4), (5), (6) or (other than with respect to a payment default) (7) above shall constitute an Event of Default hereunder until a Responsible Officer assigned to and working in
the Trustee’s corporate trust department has actual knowledge thereof or until a written notice of any such event is received by the Trustee at the Corporate Trust Office, and such notice refers to the facts underlying such event, the
Securities generally, the Company and the Indenture. 
  
 SECTION 5.02 Acceleration of Maturity; Rescission and Annulment. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any series of Securities, if an Event of Default (other than an Event of Default specified in Section 5.01(5) or 5.01(6)) with respect to
Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of
all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 5.01(5)
or 5.01(6) occurs and is continuing, then in every such case, the principal amount of all of the Securities of that series then Outstanding shall automatically, and without any declaration or any other action on the part of the Trustee or any
Holder, become due and payable immediately. 
  
 Except as
otherwise contemplated by Section 3.01 with respect to any series of Securities, at any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter provided in this Article Five, the Event of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its
consequences shall, without further act, be deemed to have been rescinded and annulled, if: 
  

	 	(1)	the Company has paid or deposited with the Trustee a sum sufficient to pay: 

  

	 	(A)	all overdue installments of interest on all Securities of that series, 

  

 29 









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

  

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

  

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


  
 (2) all Events of Default with
respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. 

 
 No such rescission shall affect any subsequent default or impair any right
consequent thereon. 
  
 SECTION 5.03
Collection of Indebtedness and Suits for Enforcement by Trustee. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any series of Securities, the Company covenants that if 
  

(1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default
continues for a period of 30 days, or 
  
 (2)
default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, 
  
 the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor
in such Securities, and, in addition thereto, all amounts owing the Trustee, its agents and counsel under Section 6.07, as supplemented by any supplemental indenture. 
  
 If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall 
  

 30 








 deem reasonably necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
  
 SECTION 5.04 Trustee May File Proofs of Claim. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any series of Securities, in case of any judicial
proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under
the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 6.07. 
  
 No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the
rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy
or similar official and be a member of a creditors’ or other similar committee. 
  
 SECTION 5.05 Trustee May Enforce Claims Without Possession of Securities. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any
series of Securities, all rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. 
  
 SECTION 5.06 Application of Money Collected. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any
series of Securities, any money or property collected or to be applied by the Trustee with respect to a series of Securities pursuant to this Article Five shall be applied in the following order, at the date or dates fixed by the Trustee and, in
case of the distribution of such money or property on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

  
 FIRST: To the payment of all amounts due the Trustee under
Section 6.07 as supplemented by any supplemental indenture; 
  

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 SECOND: To the payment of the amounts then due and unpaid for principal of and any premium and interest
on such series of Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such series of Securities for principal and
any premium and interest, respectively; and 
  
 THIRD: To the
payment of the remainder, if any, to the Company. 
  
 SECTION 5.07 Limitation on Suits. 
  
 Except as
otherwise contemplated by Section 3.01 with respect to any series of Securities, no Holder of any Security of any series shall have any right to pursue any remedy hereunder, unless 
  
 (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with
respect to the Securities of that series; 
  
 (2)
the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to pursue the remedy; 
  
 (3) such Holder or Holders have offered and, if requested, provide to the Trustee security or indemnity
satisfactory to the Trustee against any loss, liability or expense; 
  
 (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of security or indemnity; and 
  
 (5) during such 60-day period the Holders of a majority in
aggregate principal amount of the Outstanding Securities of that series do not give the Trustee a direction inconsistent with the request; 
  
 it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of
this Indenture to prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture. 
  
 SECTION 5.08 Unconditional Right of Holders to Receive
Principal, Premium and Interest. 
  
 Notwithstanding any
other provision in this Indenture (except as otherwise contemplated by Section 3.01 with respect to any series of Securities), the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the
principal of and any premium and (subject to Section 3.07) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 
  

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 SECTION 5.09 Restoration of Rights and Remedies. 
  
 If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding
had been instituted. 
  
 SECTION 5.10 Rights
and Remedies Cumulative. 
  
 Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
  
 SECTION 5.11 Delay or Omission Not Waiver. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any
series of Securities, no delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default
or an acquiescence therein. Every right and remedy given by this Article Five or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may
be. 
  
 SECTION 5.12 Control by Holders.

  
 Except as otherwise contemplated by Section 3.01 with
respect to any series of Securities, the Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that 
  
 (1) such direction shall not be in conflict with any rule of law or with this Indenture, and 
  
 (2) the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction. 
  

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 SECTION 5.13 Waiver of Past Defaults. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any
series of Securities, the Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default 
  
 (1) in the payment of the principal of or any premium or interest on any Security of such series, or 
  
 (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected. 
  
 Upon any
such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture but no such waiver shall extend to any subsequent or other default or impair any right
consequent thereon. 
  
 SECTION 5.14
Undertaking for Costs. 
  
 In any suit for the enforcement
of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and
may assess costs including reasonable attorneys’ fees and expenses against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall
be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company. 
  
 SECTION 5.15 Waiver of Usury, Stay or Extension Laws. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any series of Securities, the Company covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
  
 ARTICLE VI 
  
 THE TRUSTEE 
  
 SECTION 6.01 Certain Duties and Responsibilities. 
  
 The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. 
  

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 SECTION 6.02 Duties of Trustee. 
  
 In furtherance of and subject to Section 6.01: 
  
 (1) If an Event of Default has occurred and is continuing with respect to any series of Securities, the
Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs. 
  
 (2) Except during the
continuance of an Event of Default: 
  

	 	(A)	the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in
this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture or any other document executed by the Trustee in connection with or related to any series of Securities against the Trustee; and


  

	 	(B)	in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions specifically required by any provision hereof to be furnished to it the Trustee shall examine
the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof. 

  
 (3) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that: 
  

	 	(A)	this paragraph does not limit the effect of paragraph (2) of this Section 6.02; 

  

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

  

	 	(C)	the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.12 or 5.13
hereof, or with respect to any series of Securities, provisions in the supplemental indenture for such series that supercede Section 5.12 and 5.13 hereof. 

  

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 (4) Whether or not therein expressly so provided, every provision of this Indenture or
any other document executed by the Trustee in connection with or related to any series of Securities that in any way relates to the Trustee is subject to paragraphs (1), (2), (3), (5) and (6) of this Section 6.02. 
  
 (5) No provision of this Indenture or document executed by
the Trustee in connection with any series of Securities will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture or
document executed by the Trustee in connection with or related to any series of Securities at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

  
 (6) The Trustee will not be liable for
interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
  
 SECTION 6.03 Certain Rights of Trustee. 
  
 (1) The Trustee may conclusively rely upon any document
believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 
  
 (2) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an
Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the
advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
  
 (3) The Trustee may act through its attorneys and agents and
will not be responsible for the misconduct or negligence of any agent appointed with due care. 
  
 (4) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture or any supplement thereto. 
  
 (5) Unless otherwise specifically provided in this Indenture or any supplement thereto, any demand, request, direction or notice from the
Company shall be sufficient if signed by the Company’s Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. 
  

(6) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture or any supplement
thereto at the request or direction of any of the Holders unless such Holders have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with
such request or direction. 
  

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 (7) The Trustee in its individual or any other capacity may become the owner or pledgee
of the Securities of any series and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must
eliminate such conflict within 90 days, apply to the Commission for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 6.11 and 6.12 hereof. 
  
 (8) In no event shall the Trustee by responsible or liable
for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of
action. 
  
 (9) The Trustee shall not be deemed
to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office
of the Trustee, and such notice references the Securities and this Indenture. 
  
 (10) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of
its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 
  
 SECTION 6.04 Not Responsible for Recitals or Issuance of Securities. 
  
 The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or any other document executed by the
Trustee in connection with or related to any series of Securities, it shall not be accountable for the Company’s use of the proceeds from any series of Securities or any money paid to the Company or upon the Company’s direction under any
provision of this Indenture or any supplement thereto, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, it will not be responsible for any statement or recital herein or any
statement in any series of Securities or any other document executed by the Trustee in connection with any series of Securities in connection with the sale of any series of Securities or pursuant to this Indenture or any supplement thereto other
than its certificate of authentication, and it will not be responsible for any actions or inactions of any collateral trustee with respect to the collateral, if any, and shall have no duty to monitor, review or otherwise act with respect to any
collateral in connection with any series of Securities. 
  
 SECTION 6.05 Notice
of Defaults. 
  
 Except as otherwise contemplated by
Section 3.01 with respect to any series of Securities, if a Default or Event of Default occurs and is continuing with respect to Securities of any series and if it is known to the Trustee, the Trustee shall mail to Holders of such series a
notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium or special interest, if any, or interest on 
  

 37 








 Securities of any series, the Trustee may withhold from Holders the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding notice is in the best interests of the Holders of Securities of such series. 
  
 SECTION 6.06 Reports by Trustee to Holders of the Securities of Any Series. 
  
 Except as otherwise contemplated by Section 30.1 with respect to any series of Securities: 
  
 (1) within 60 days after each May 15 beginning with the
May 15 following the date of this Indenture, and for so long as the Securities of any series remain Outstanding, the Trustee shall mail to the Holders of such series a brief report dated as of such reporting date that complies with TIA §
313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by
mail all reports as required by TIA § 313(c); and 
  
 (2) a copy of each report at the time of its mailing to the Holders of Outstanding Securities of any series shall be mailed by the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange, if any, on which the
Securities of such series are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee when Securities of any series are listed on any stock exchange. 
  
 SECTION 6.07 Compensation and Reimbursement. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any series of Securities, the Company agrees:

  
 (1) to pay to the Trustee from time to time
such reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree in writing from time to time (which compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust); 
  
 (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence, willful misconduct or bad faith;

  
 (3) to indemnify the Trustee for, and to hold
it harmless against, any loss, liability, claim, damage or expense incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except those determined to have been caused by its own negligence, willful
misconduct or bad faith; 
  

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 (4) the obligations of the Company under this Section 607 will survive the
satisfaction and discharge of this Indenture; 
  
 (5) [intentionally left blank]; 
  
 (6)
when the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.01 (6) or (7) hereof occurs, the expenses and the compensation for its services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any Bankruptcy Law; 
  
 (7) the Trustee shall comply with the provisions of Section 3.13(b)(2) of the Trust Indenture Act to the extent applicable; and

  
 (8) the Company’s obligations under this
Section 6.07 shall survive the resignation or removal of the Trustee, any termination of this Indenture, including any termination or rejection of this Indenture in any insolvency or similar proceeding and the repayment of all Securities of any
series. 
  
 SECTION 6.08 Resignation and Removal; Appointment of Successor.

  
 No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article Six shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.09. 
  
 The Trustee may resign at any time with respect to the Securities of one or
more series by giving written notice thereof to the Company. The Holders of a majority in aggregate principal amount of the then Outstanding Securities of any series may remove the Trustee, as to that series, by so notifying the Trustee and the
Company in writing. The Company may remove the Trustee with respect to all Securities if: 
  
 If at any time: 
  
 (1) the Trustee fails to comply with Section 6.11 hereof; 
  
 (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; 
  
 (3) a custodian or public officer takes charge of the Trustee or its property; or 
  
 (4) the Trustee becomes incapable of acting. 
  
 If the Trustee shall resign, be removed or become incapable of acting, or if
a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or
those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any
particular series). Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Outstanding Securities of such series may appoint a successor Trustee to replace the successor Trustee appointed by
the Company. 
  

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 If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of this Indenture, become the successor Trustee with respect to the Securities of such series and to that extent supersede
the successor Trustee appointed by the Company. 
  
 If no
successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by this Indenture, Holders of at least 10% in aggregate principal amount of the
Outstanding Securities of such series or the resigning or removed Trustee may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

  
 If the Trustee with respect to the Securities of any series,
after written request by any Holder who has been a bona fide Holder of a Security of such series for at least six months, fails to comply with Section 6.11 such Holder may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for removal of the Trustee and appointment of a successor Trustee with respect to the Securities of such series. 
  
 The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such
series and the address of its Corporate Trust Office. 
  
 SECTION 6.09
Acceptance of Appointment by Successor. 
  
 In case of the
appointment hereunder of a successor Trustee with respect to all Securities, any successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on
the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument (in form and substance satisfactory to the retiring Trustee and the Company) transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. 
  
 In case of the appointment hereunder of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto (in form and substance
satisfactory to the retiring Trustee, the successor 
  

 40 








 Trustee and the Company) wherein each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such
Trustee’s co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery
of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee
relates, provided all sums owing to the Trustee hereunder have been paid. Notwithstanding replacement of the Trustee, the Company’s obligations under Section 6.07 hereof, as modified as to any series of Securities by any supplemental
indenture, shall continue for the benefit of the retiring Trustee. 
  
 Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or
second preceding paragraph, as the case may be. 
  
 No successor
Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article Six. 
  
 SECTION 6.10 Merger, Conversion, Consolidation or Succession to Business. 
  

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, without any further act.

  
 SECTION 6.11 Eligibility; Disqualification. 
  
 There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as 
  

 41 








 such and has a combined capital and surplus of at least $100,000,000. If any such Person publishes reports of condition
at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 6.11 and to the extent permitted by the TIA, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of
this Section 6.11, it shall resign immediately in the manner and with the effect hereinafter specified in this Article Six. 
  
 This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA §
310(b). 
  
 SECTION 6.12 Preferential Collection of Claims Against Company.

  
 The Trustee is subject to TIA § 311(a), excluding any
creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein. 
  
 SECTION 6.13 Appointment of Authenticating Agent. 
  
 The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be valid and binding obligations enforceable 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. In order to be eligible to serve as an Authenticating Agent under this Indenture, each Authenticating Agent 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 Authenticating Agent, having a combined capital and surplus of not less than $100,000,000 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 6.13, 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 6.13, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.13. 
  
 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 all or substantially all of the corporate agency or
corporate trust business of an Authenticating Agent shall be the successor Authenticating Agent hereunder, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 
  

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 An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the
Company. 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 Company. 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 6.13, the Trustee may appoint a successor Authenticating Agent and shall give notice of such appointment in the manner provided
in Section 1.06 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.13. 
  
 The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section 6.13, and in the event that the Trustee shall pay the Authenticating Agent, the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of
Section 6.07. 
  
 If an appointment with respect to one or
more series is made pursuant to this Section 6.13, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

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

			
	 Date of authentication:


	  
  

 as Trustee

		
	By:	 	  


	 	 	as Authenticating Agent
		
	By:	 	  


	 	 	Authorized Signatory

  

 43 








 ARTICLE VII 
  
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
  
 SECTION 7.01 Company to Furnish Trustee Names and Addresses of Holders. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any
series of Securities, the Company will furnish or cause to be furnished to the Trustee: 
  
 (1) semi-annually, not later than 15 days after each Regular Record Date or in the case of any series of Securities on which semi-annual
interest is not payable, not more than 15 days after such semi-annual dates specified by the Trustee, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of the
Regular Record Date or such semi-annual date, as the case may be, and 
  
 (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished; 
  
 excluding
from any such list names and addresses received by the Trustee in its capacity as Security Registrar. 
  
 SECTION 7.02 Preservation of Information; Communications to Holders. 
  
 The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list
furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon
receipt of a new list so furnished. 
  
 The rights of Holders to
communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided in the Trust Indenture Act. 
  
 Every Holder of Securities, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

  
 SECTION 7.03 Reports by Trustee. 
  
 The Trustee shall transmit to Holders such reports specified in
Section 6.06 hereof. 
  
 SECTION 7.04 Reports by Company. 

 
 The Company shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided in the Trust Indenture Act. 
  

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 Delivery of such reports, information and documents to the Trustee is for informational purposes only and
the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder.

  
 ARTICLE VIII 
  
 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
  
 SECTION 8.01 Company May Consolidate, Etc., Only on Certain Terms. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any
series of Securities, the Company may not (a) merge with or into or consolidate with, or (b) sell, assign, transfer, lease or convey its properties and assets substantially as an entirety to any Person, other than, with respect to this
clause (b), a direct or indirect wholly-owned subsidiary of the Company, unless: 
  
 (1) The Company is the surviving corporation, or in the case the Company shall consolidate or merge with any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to another Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the
properties and assets of the Company substantially as an entirety shall be a corporation, partnership, trust or other entity, shall be organized and validly existing under the laws of the United States of America, any state thereof or the District
of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the
Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; 
  
 (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any
Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing; and 
  
 (3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Article Eight and that all conditions precedent herein provided for relating to such transaction have been complied with; provided, however, that the delivery of an Officer’s Certificate
or an Opinion of Counsel is not required with respect to any consolidation, merger, conveyance, transfer or lease involving the Company and any direct or indirect wholly owned subsidiary of the Company. 
  

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 SECTION 8.02 Successor Substituted. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any series of Securities, upon any consolidation of
the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 8.01, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if
such successor Person had been named as the Company herein, and thereafter, except in the case of a lease the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. 
  
 ARTICLE IX 
  
 SUPPLEMENTAL INDENTURES 
  
 SECTION 9.01 Supplemental Indentures Without Consent of Holders. 
  
 Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 
  
 (1) to evidence the succession of another Person to the
Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article Eight; or 
  
 (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities
(and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the
Company; or 
  
 (3) to add any additional Events
of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly
being included solely for the benefit of such series), provided, however, that in respect of any such additional Events of Default 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 default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in
aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or 
  

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 (4) to add to or change any of the provisions of this Indenture to such extent as shall
be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or

  
 (5) to add to, change or eliminate any of the
provisions of this Indenture in respect of one or more series of Securities; provided, that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision nor (B) materially modify the rights of the Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no such Security
Outstanding; or 
  
 (6) to convey, transfer,
assign, mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon the Company; or 
  
 (7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or 
  
 (8) to provide for uncertificated securities in addition to
certificated securities; or 
  
 (9) to evidence
and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.09; or 
  
 (10) to cure any ambiguity or mistake, to correct or supplement any provision herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (10) shall not materially adversely affect the interests, taken as a whole,
of the Holders of Securities of any series; or 
  
 (11) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 13.02 and 13.03; provided that any
such action shall not adversely affect the interests of the holders of Securities of such series or any other series of Securities; or 
  
 (12) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may
be listed or traded; or 
  
 (13) to add any
subsidiaries of the Company as guarantors in respect of one or more series of Securities; or 
  
 (14) to add to, change or eliminate any of the provisions of this Indenture as shall be necessary or desirable in accordance with any
amendments to the Trust Indenture Act, provided that such action does not adversely affect the rights or interests of any Holder of Securities. 
  

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 SECTION 9.02 Supplemental Indentures With Consent of Holders. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any
series of Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Holders of each series of Securities voting together
as a single class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that, except as otherwise
contemplated by Section 3.01 with respect to any series of Securities, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, 
  
 (1) except to the extent otherwise specified in the form or
terms of the Securities of any series as permitted by Sections 2.01 and 3.01 with respect to extending the Stated Maturity of any Security of such series, change the Stated Maturity of the principal of, or any installment of principal of or interest
on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which
would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the currency in which, any Security or any premium or interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or 
  
 (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of
the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences)
provided for in this Indenture; or 
  
 (3) modify
any of the provisions of this Section 9.02, Section 5.13 or Section 10.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the
Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this
Section 9.02 and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.09 and 9.01(9); or 
  
 (4) if the Securities of any series are convertible or exchangeable into any other securities or property of the Company, make any change
that adversely affects the 
  

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 right to convert or exchange any Security of such series (except as permitted by Section 9.01) or
decrease the conversion or exchange rate or increase the conversion price of any such Security of such series; or 
  
 (5) if the Securities of any series are secured, change the terms and conditions pursuant to which the Securities of such series are
secured in a manner adverse to the Holders of the secured Securities of such series. 
  
 A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 
  
 It shall not be necessary for any Act of Holders under this Section 9.02
to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
  
 SECTION 9.03 Execution of Supplemental Indentures. 
  
 In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article Nine or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be provided with, and (subject to Section 6.01) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise. 
  
 SECTION 9.04 Effect of Supplemental Indentures. 

 
 Upon the execution of any supplemental indenture under this Article Nine,
this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be
bound thereby. 
  
 SECTION 9.05 Conformity with Trust Indenture Act.

  
 Every supplemental indenture executed pursuant to this
Article Nine shall conform to the requirements of the Trust Indenture Act. 
  
 SECTION 9.06 Reference in Securities to Supplemental Indentures. 
  
 Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article Nine may, and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be
prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 
  

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 ARTICLE X 
  

COVENANTS 
  
 SECTION 10.01 Payment of Principal, Premium and Interest. 
  
 The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and
interest on the Securities of that series in accordance with the terms of the Securities and this Indenture. 
  
 SECTION 10.02 Maintenance of Office or Agency. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any series of Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of
that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company initially appoints the Trustee, acting through its Corporate Trust Office, as its agent for said purpose. The Company will give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 
  
 The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more
series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office
or agency. 
  
 SECTION 10.03 Money for Securities Payments to Be Held in
Trust. 
  
 Except as otherwise contemplated by
Section 3.01 with respect to any series of Securities, if the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on
any of the Securities of that series, segregate to the extent required by law and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. 
  

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 Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to
each due date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 
  
 The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 10.03, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during
the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee
all sums held in trust by such Paying Agent for payment in respect of the Securities of that series. 
  
 The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent;
and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 
  
 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable may be paid to the Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
  
 SECTION 10.04 Statement by Officers as to Default. 
  
 Except as otherwise specified as contemplated by Section 3.01 for Securities of such series, the Company will deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company ending after the date hereof, an Officer’s Certificate stating whether or not to the best knowledge of the signers thereof the Company, is in default in the performance and observance of any of
the terms, provisions, covenants and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge. 
  

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 Except as otherwise contemplated by Section 3.01 with respect to any series of Securities, the
Company shall deliver to the Trustee, as soon as possible and in any event within five days after the Company 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 Officers’ Certificate setting forth the details of such Event of Default or default and the action which the Company proposes to take with respect thereto. 
  
 SECTION 10.05 Existence. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any series of Securities, subject to Article Eight, the Company will do or cause to
be done all things necessary to preserve and keep in full force and effect its legal existence; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders. 
  
 SECTION 10.06 Waiver of Certain Covenants. 
  

Except as otherwise specified as contemplated by Section 3.01 for Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 3.01(23), 9.01(2) or 9.01(7) for the benefit of the Holders of such series or in
Section 10.05, if the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such term, provision or condition shall remain in full force and effect. 
  
 ARTICLE XI 
  
 REDEMPTION OF SECURITIES 
  
 SECTION 11.01 Applicability of
Article. 
  
 Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for such Securities) in accordance with this Article Eleven. 
  
 SECTION 11.02 Election to Redeem; Notice to Trustee. 
  
 The election of the Company to redeem any Securities shall be evidenced by a
Board Resolution or in another manner specified as contemplated by Section 3.01 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series, the Company shall, not less than 30 nor
more than 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be 
  

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 redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such
restriction. 
  
 SECTION 11.03 Selection by Trustee of Securities to Be
Redeemed. 
  
 Except as otherwise contemplated by
Section 3.01 with respect to any series of Securities, if less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, pro rata, by lot or by such other method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series; provided that the unredeemed portion of the principal amount of any Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed, the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. 
  
 The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption as aforesaid and, in case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed. 
  

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. If the Company shall so direct, Securities registered in the name of the Company, any
Affiliate or any Subsidiary thereof shall not be included in the Securities selected for redemption. 
  
 SECTION 11.04 Notice of Redemption. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any series of Securities, notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register. 
  
 With respect to Securities of each series to be redeemed, each notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers,
if available) and shall state: 
  

	 	(1)	the Redemption Date; 

  

	 	(2)	the Redemption Price; 

  

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 (3) if less than all the Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed; 
  
 (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date; 
  
 (5) the place or places where each such Security is to be surrendered for payment of the Redemption Price; and 
  
 (6) that the redemption is for a sinking fund, if such is
the case. 
  
 Notice of redemption of Securities to be redeemed at
the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. If the latter, unless otherwise agrees, the Company shall give the Trustee at least five days
prior written notice of such election to redeem. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, a failure to give such notice by
mail or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security. 
  
 SECTION 11.05 Deposit of Redemption Price. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any
series of Securities, on or before the Redemption Date specified in the notice of redemption given as provided in Section 11.04, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date. 
  
 SECTION 11.06 Securities Payable on
Redemption Date. 
  
 Except as otherwise contemplated by
Section 3.01 with respect to any series of Securities, notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and
from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Company at the Redemption Price, together with accrued interest to (but excluding) the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301, in the event the
Stated Maturity is on or prior to the Redemption Date such installments of interest will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.07. 
  

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 If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the
principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
  
 SECTION 11.07 Securities Redeemed in Part. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any series of Securities, any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any
authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a Global Security is so surrendered, such new Security so
issued shall be a new Global Security. 
  
 ARTICLE XII

  
 SINKING FUNDS 
  
 SECTION 12.01 Applicability of Article. 
  
 The provisions of this Article Twelve shall be applicable to any sinking
fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 3.01 for such Securities. 
  
 The minimum amount of any sinking fund payment provided for by the terms of any Securities of any series is herein referred to as a “mandatory
sinking fund payment,” and any sinking fund payment in excess of such minimum amount which is permitted to be made by the terms of such Securities is herein referred to as an “optional sinking fund payment”. If provided for by the
terms of any Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided
for by the terms of such Securities. 
  
 SECTION 12.02 Satisfaction of Sinking
Fund Payments with Securities. 
  
 The Company (1) may
deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series
required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited
shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be
reduced accordingly. 
  

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 SECTION 12.03 Redemption of Securities for Sinking Fund. 
  
 Except as otherwise contemplated by Section 3.01 with respect to any
series of Securities, not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment
for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 12.02 and will also deliver to the Trustee any Securities to be so delivered. Not less than 15 nor more than 45 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07. 
  
 ARTICLE XIII 
  
 DEFEASANCE AND COVENANT DEFEASANCE 
  
 SECTION 13.01 Company’s Option to Effect Defeasance or Covenant Defeasance. 
  
 The Company may elect, at its option at any time, to have Section 13.02 or Section 13.03 applied to any Securities or any series of Securities,
as the case may be, (unless designated pursuant to Section 3.01 as not being defeasible pursuant to such Section 13.02 or 13.03), in accordance with any applicable requirements provided pursuant to Section 3.01 and upon compliance
with the conditions set forth below in this Article Thirteen. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.01 for such Securities. 
  
 SECTION 13.02 Defeasance and Discharge. 
  
 Upon the Company’s exercise of its option (if any) to have this
Section 13.02 applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section on and after the date
the conditions set forth in Section 13.04 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by
such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 13.04 and as more fully set
forth in such Section, payments in respect of the principal of and any premium and interest on such Securities 
  

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 when payments are due, (2) the Company’s obligations with respect to such Securities under Sections 3.04, 3.05,
3.06, 10.02 and 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article Thirteen. Subject to compliance with this Article Thirteen, the Company may exercise its option (if any) to have
this Section 13.02 applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 13.03 applied to such Securities. 
  
 SECTION 13.03 Covenant Defeasance. 
  
 Upon the Company’s exercise of its option (if any) to have this Section 13.03 applied to any Securities or any series of Securities, as the case
may be, (1) the Company shall be released from its obligations under Article Eight (and any covenant applicable to such Securities that are determined pursuant to Section 3.01 to be subject to this provision) and (2) the occurrence of
any event specified in Section .501 (with respect to Article Eight) (and any other Event of Default applicable to such Securities that are determined pursuant to Section 3.01 to be subject to this provision) shall be deemed not to be or result
in an Event of Default, in each case with respect to such Securities as provided in this Section 13.03 on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called “Covenant Defeasance”). For
this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section or clause,
whether directly or indirectly by reason of any reference elsewhere herein to any such Section or clause or by reason of any reference in any such Section or clause to any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby. 
  
 SECTION 13.04
Conditions to Defeasance or Covenant Defeasance. 
  
 The
following shall be the conditions to the application of Section 13.02 or Section 13.03 to any Securities or any series of Securities, as the case may be: 
  
 (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another
trustee which satisfies the requirements contemplated by Section 6.09 and agrees to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and
interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, “Government Obligation” means (x) any security which is (i) a direct obligation
of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or 
  

 57 








 supervised by and acting as an agency or instrumentality of the United States of America the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary
receipt, or with respect to any specific payment of principal of or interest on any Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt. 
  
 (2) In the event of an election to have Section 13.02
apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (B) since the date of this instrument, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders
of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal income tax on the same amount, in
the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. 
  
 (3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected
with respect to such Securities and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such Covenant Defeasance were not to occur. 
  
 (4) Such Defeasance or Covenant Defeasance shall be effected
in compliance with any additional terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.01. 
  

(5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities shall
have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.01(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition
shall not be deemed satisfied until after such 90th day). 
  
 (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be
registered under the Investment Company Act or exempt from registration thereunder. 
  

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 (7) The Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. 
  
 SECTION 13.05 Acknowledgment of Discharge By Trustee. 
  
 Subject to Section 13.07 below and after the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each
stating that all conditions precedent referred to in Section 13.04 relating to the defeasance or satisfaction and discharge, as the case may be, of this Indenture have been complied with, the Trustee upon request of the Company shall
acknowledge in writing the defeasance or the satisfaction and discharge, as the case may be, of this Indenture and the discharge of the Company’s obligations under this Indenture. 
  
 SECTION 13.06 Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions. 
  
 Subject to the provisions of the last paragraph of Section 10.03, all
money and Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 13.06, the Trustee and any such other trustee are referred to collectively as the
“Trustee”) pursuant to Section 13.04 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through
any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money
so held in trust need not be segregated from other funds except to the extent required by law. 
  
 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 13.04 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. 
  
 Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request
any money or Government Obligations held by it as provided in Section 13.04 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities. 
  
 SECTION 13.07 Reinstatement. 
  
 If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article Thirteen with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or released pursuant to Section 13.02 or 13.03 shall be revived and reinstated as though no deposit had occurred pursuant to this Article Thirteen with respect to such
Securities, 
  

 59 








 until such time as the Trustee or Paying Agent is permitted to apply all money held in trust in accordance with this
Article Thirteen; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in trust. 
  
 ARTICLE XIV 
  
 IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, 
 OFFICERS, DIRECTORS AND EMPLOYEES 
  
 SECTION 14.01 Exemption from Individual Liability. 
  
 No director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any
obligations of the Company under this Indenture or the Securities of any series or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Securities of any series by accepting a Security waives
and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities of any series. The waiver may not be effective to waive liabilities under the federal securities laws. 
  

 60 








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

					
	 	 	THE NASDAQ STOCK MARKET, INC.
			
	 	 	By:	 	  


			
	Attest:	 	 	 	 
		
	  

	 	THE BANK OF NEW YORK
			
	 	 	By:	 	  










 EXHIBIT A 
  

Form of Face of Registered Security 
  
 [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE 
 REGULATIONS THEREUNDER.] 
  
 THE
NASDAQ STOCK MARKET, INC. 
 (Title of Security) 
  

			
	No.                     	 	$            
	 	 	CUSIP No.                    

  
 THE NASDAQ STOCK
MARKET, INC. a corporation duly organized and existing under the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to
pay to             , or registered assigns, the principal sum of              Dollars on
            . [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from
             or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on
             and              in each year, commencing             ,
at the rate of             % per annum, until the principal hereof is paid or made available for payment] [if applicable, insert—, provided that any principal and premium, and
any such installment of interest, which is overdue shall bear interest at the rate of             % per annum (to the extent permitted by applicable law), from the dates such amounts are
due until they are paid or made available for payment, and such interest shall be payable on demand]. [If applicable, insert—The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day
year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security
is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if
made on the date the payment was originally payable. A “Business Day” shall mean, when used with respect to any Place of Payment, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that
Place of Payment are authorized or obligated by law or executive order to close.] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or -more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the              or
             (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such 
  

 A-1 








 Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in said Indenture.

  
 [If the Security is not to bear interest prior to Maturity,
insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium
shall bear interest at the rate of         % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available
for payment. Interest on any overdue principal or premium shall be payable on demand. 
  
 Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in
            , in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however,
that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. 
  
 Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this place. 
  
 Unless the certificate of authentication hereof has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose. 
  
 IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed under its corporate seal. 
  
 Dated: 
  

			
	By:	 	  


	Name:	 	 
	Title:	 	 


  

 A-2 








 EXHIBIT A1 
  
 Form of Reverse of Security 
  

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one
or more series under an Indenture, dated as of              (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), between the
Company and             , as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture) to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee[, the holders of Senior Debt] and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated and delivered. [This Security is one of the series designated on the face hereof [if applicable, insert—, limited in aggregate principal amount to $
            ; provided, however, that the authorized aggregate principal amount of the Securities may be increased above such amount by a Board Resolution to such effect]. 
  
 [If applicable, insert—The Securities of this series are subject
to redemption upon not less than 30 days’ notice by mail, [if applicable, insert—(1) on              in any year commencing with the year
             and ending with the year              through operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount, and (2)] at any time [if applicable, insert—(1) on or after             , 20    ], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert—on or before         %, and if redeemed] during
the 12-month period beginning of the years indicated, 
  

							
	 Year

	  	 Redemption
 Price

	  	 Year

	  	 Redemption
 Price



  
 and thereafter at a
Redemption Price equal to         % of the principal amount, together in the case of any such redemption [if applicable, insert—(whether through operation of the sinking fund or otherwise)] with
accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] 
  
 [If applicable, insert—The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on
             in any year commencing with the year and          ending with the year · through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below, and (2) at any time [if applicable, insert—on or after             ], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning
             of the years indicated, 
  

 A1-1 









					
	 Year

	  	 Redemption Price For
 Redemption Through Operation
 of the Sinking Fund

	  	 Redemption Price For Redemption
 Otherwise Than Through Operation
 of the Sinking Fund



  
 and thereafter at a
Redemption Price equal to             % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued
interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on
the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] 
  
 [If applicable, insert—Notwithstanding the foregoing, the Company may not, prior to              redeem any Securities of this series as
contemplated by [if applicable, insert—Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of less than         % per annum.] 
  
 [If applicable, insert—The sinking fund for this series provides for the redemption on in each year beginning with the year
             and ending with the year of [if applicable, insert—not less than $              (“mandatory sinking
fund”) and not more than] $              aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through
[if applicable, insert—mandatory] sinking fund payments may be credited against subsequent [if applicable, insert—mandatory] sinking fund payments otherwise required to be made [if applicable, insert—, in the
inverse order in which they become due].] 
  
 [If the Security
is subject to redemption of any kind, insert—In the event of redemption of this Security in part only, a new Security or Securities of-this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.] 
  
 [If applicable,
insert—The Securities of this series are not subject to redemption by the Company prior to their Stated Maturity and will not be entitled to the benefit of any sinking fund.] 
  
 The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance
by the Company with certain conditions set forth in the Indenture. 
  
 [If applicable, insert—The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in
each case] upon compliance with certain conditions set forth in the Indenture.] 
  

 A1-2 








 [If the Security is not an Original Issue Discount Security, insert—If an Event of Default
with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] 
  
 [If the Security is an Original Issue Discount Security,
insert—If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to—insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall
terminate.] 
  
 The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
  
 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of
this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and
offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt- of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
  

 A1-3 








 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 
  
 As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on
this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
  
 The Securities of this series are issuable only in registered form without
coupons in denominations of $              and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
  
 No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
  
 Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
  
 All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture. 
  
 THE INTERNAL
LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THIS SECURITY WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY. 
  

 A1-4 








 EXHIBIT C1 
 Form of Certificate to be Given by Beneficial Owner of Interest in a Temporary Global 
 Security

  
 [ISSUER] 
 [Title of Securities] 
 (the
“Securities”) 
  
 This is to certify that as of the date
hereof, and except as set forth below, the above-captioned Securities held by you for our account (i) are owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or
trust the income of which is subject to United States Federal income taxation regardless of its source (a “United States Person(s)”), (ii) are owned by United States Person(s) that are (A) foreign branches of United States
financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12 (c)(1)(v)) (“Financial Institutions”) purchasing for their own account or for resale, or (B) United States Person(s) who acquired the Securities
through the foreign branches of United States Financial Institutions and who hold the Securities through such United States Financial Institutions on the date hereof (and in either case (A) or (B), each such United States Financial Institution
hereby agrees, on its own behalf or through its agent, to comply with the requirements of Section 165(j) (3) (A), (B) or, (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are
owned by United States or foreign Financial Institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is a United
States or foreign, Financial Institution described in clause (iii) above (whether or not also described in clause (i) or (ii)) this is to further certify that such Financial Institution has not acquired the Securities for purposes of
resale directly or indirectly to a United States Person(s) or to a person within the United States or its possessions. 
  
 If the Securities are of the category contemplated in Section 230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended (the
“Act”) then this is also to certify that, except as set forth below (i) in the case of debt securities, the Securities are beneficially owned by (a) non-U.S. Person(s) or (b) U. S. Person(s) who purchased the Securities in
transactions which did not require registration under the Act: or (ii) in the case of equity securities, the Securities are owned by (x) non-U.S. Person(s) and such persons are not acquiring the Securities for the account or benefit of U.
S. Person(s) or (y) U. S. Person(s) who purchased the securities in a transaction which did not require registration under the Act. If this certification is being delivered in connection with the exercise of warrants pursuant to
Section 230.902(m) of Regulation S under the Act, then this is further to certify that, except as set forth below, the Securities are being exercised by and on behalf of non-U.S. Person(s). As used in this paragraph the term “U.S.
Person(s)” has the meaning given to it by Regulation S under the Act. 
  
 As used herein, “United States” means the United States of America (including the States and the District of Columbia) and its “possessions” including Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands. 
  

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 We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit
your certification relating to the Securities held by you for our account in accordance with your Operating Procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that
this certification applies as of such date. 
  
 This certificate
excepts and does not relate to [            ] of such interest in the above Securities in respect of which we are not able to certify and as to which we understand exchange and delivery of
definitive Securities (or, if relevant, exercise of any rights or collection of any interest) cannot be made until we do so certify. 
  
 We understand that this certificate is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In
connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such
proceedings. 
  
 *Dated:
            ,200     
  
  

			
	NAME OF PERSON MAKING CERTIFICATION
		
	By:	 	  





	*	To be dated no earlier than the fifteenth day prior to the Certification Date. 

  


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