Form of Indenture



 Exhibit 4.5 
  
  
  
 HEALTHSOUTH CORPORATION

  
  
 FORM OF 
 INDENTURE 
 Dated as of 
 November [    ], 2009 
  
  
 DEBT SECURITIES

 THE BANK OF NOVA SCOTIA 
 TRUST COMPANY OF 
 NEW YORK 
 Trustee 
  
  
  







 Reconciliation and tie between 
 Trust Indenture Act of 1939 and Indenture* 
  

									
	 Trust Indenture
 Act Section
	  	 	  	 Indenture Section

	§310	 	 (a)
	  		  		  	11.04(a), 16.02
		 	 (b)
	  		  		  	11.01(f), 11.04(b), 11.05(1), 16.02
		 	 (b)(1)
	  		  		  	11.04(b), 16.02
	§311	 		  		  		  	11.01(f), 16.02
	§312	 		  		  		  	14.02(d), 16.02
		 	 (b)
	  		  		  	11.10, 16.02
		 	 (c)
	  		  		  	11.10, 16.02
	§313	 	 (a)
	  		  		  	10.01(a), 16.02
	§314	 		  		  		  	16.02
	§315	 	 (e)
	  		  		  	11.05, 16.02
	§316	 		  		  		  	16.02
	§317	 		  		  		  	16.02
	§317	 		  		  		  	16.02

  

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

  

 i 








 TABLE OF CONTENTS* 
  

					
	 	  	 	  	PAGE
	ARTICLE I
	
	DEFINITIONS
			
	 Section 1.01
	  	Definitions	  	2
	
	ARTICLE II
	
	FORMS OF SECURITIES
			
	 Section 2.01
	  	Terms of the Securities	  	12
	 Section 2.02
	  	Form of Trustee’s Certificate of Authentication	  	12
	 Section 2.03
	  	Form of Trustee’s Certificate of Authentication by an Authenticating Agent	  	13
	
	ARTICLE III
	
	THE DEBT SECURITIES
			
	 Section 3.01
	  	Amount Unlimited; Issuable in Series	  	13
	 Section 3.02
	  	Denominations	  	16
	 Section 3.03
	  	Execution, Authentication, Delivery and Dating	  	16
	 Section 3.04
	  	Temporary Securities	  	19
	 Section 3.05
	  	Registrar and Paying Agent	  	19
	 Section 3.06
	  	Transfer and Exchange	  	20
	 Section 3.07
	  	Mutilated, Destroyed, Lost and Stolen Securities	  	24
	 Section 3.08
	  	Payment of Interest; Interest Rights Preserved	  	25
	 Section 3.09
	  	Cancellation	  	26
	 Section 3.10
	  	Computation of Interest	  	26
	 Section 3.11
	  	Currency of Payments in Respect of Securities	  	26
	 Section 3.12
	  	Judgments	  	27
	 Section 3.13
	  	CUSIP Numbers	  	27
	
	ARTICLE IV
	
	REDEMPTION OF SECURITIES
			
	 Section 4.01
	  	Applicability of Right of Redemption	  	27

  

	*	The Table of Contents is not a part of the Indenture. 

  

 i 









					
	 Section 4.02  
	  	Selection of Securities to be Redeemed	  	28
	 Section 4.03
	  	Notice of Redemption	  	28
	 Section 4.04
	  	Deposit of Redemption Price	  	29
	 Section 4.05
	  	Securities Payable on Redemption Date	  	29
	 Section 4.06
	  	Securities Redeemed in Part	  	29
	
	ARTICLE V
	
	SINKING FUNDS
			
	 Section 5.01
	  	Applicability of Sinking Fund	  	30
	 Section 5.02
	  	Mandatory Sinking Fund Obligation	  	30
	 Section 5.03
	  	Optional Redemption at Sinking Fund Redemption Price	  	30
	 Section 5.04
	  	Application of Sinking Fund Payment	  	31
	
	ARTICLE VI
	
	PARTICULAR COVENANTS OF THE COMPANY
			
	 Section 6.01
	  	Payments of Securities	  	32
	 Section 6.02
	  	Paying Agent	  	32
	 Section 6.03
	  	To Hold Payment in Trust	  	32
	 Section 6.04
	  	Merger, Consolidation and Sale of Assets	  	34
	 Section 6.05
	  	Compliance Certificate	  	35
	 Section 6.06
	  	Conditional Waiver by Holders of Securities	  	35
	 Section 6.07
	  	Statement by Officers as to Default	  	35
	
	ARTICLE VII
	
	REMEDIES OF TRUSTEE AND SECURITYHOLDERS
			
	 Section 7.01
	  	Events of Default	  	35
	 Section 7.02
	  	Acceleration; Rescission and Annulment	  	37
	 Section 7.03
	  	Other Remedies	  	38
	 Section 7.04
	  	Trustee as Attorney-in-Fact	  	39
	 Section 7.05
	  	Priorities	  	40
	 Section 7.06
	  	Control by Securityholders; Waiver of Past Defaults	  	40
	 Section 7.07
	  	Limitation on Suits	  	41
	 Section 7.08
	  	Undertaking for Costs	  	41
	 Section 7.09
	  	Remedies Cumulative	  	42
	
	ARTICLE VIII
	
	CONCERNING THE SECURITYHOLDERS
			
	 Section 8.01
	  	Evidence of Action of Securityholders	  	42
	 Section 8.02
	  	Proof of Execution or Holding of Securities	  	43
	 Section 8.03
	  	Persons Deemed Owners	  	43

  

 ii 









					
	 Section 8.04
	  	Effect of Consents	  	43
	
	ARTICLE IX
	
	SECURITYHOLDERS’ MEETINGS
			
	 Section 9.01
	  	Purposes of Meetings	  	44
	 Section 9.02
	  	Call of Meetings by Trustee	  	44
	 Section 9.03
	  	Call of Meetings by Company or Securityholders	  	44
	 Section 9.04
	  	Qualifications for Voting	  	44
	 Section 9.05
	  	Regulation of Meetings	  	45
	 Section 9.06
	  	Voting	  	45
	 Section 9.07
	  	No Delay of Rights by Meeting	  	46
	
	ARTICLE X
	
	REPORTS BY THE COMPANY AND THE TRUSTEE AND SECURITYHOLDERS’ LISTS
			
	 Section 10.01  
	  	Reports by Trustee	  	46
	 Section 10.02
	  	Reports by the Company	  	46
	 Section 10.03
	  	Securityholders’ Lists	  	47
	
	ARTICLE XI
	
	CONCERNING THE TRUSTEE
			
	 Section 11.01
	  	Rights of Trustees; Compensation and Indemnity	  	47
	 Section 11.02
	  	Duties of Trustee	  	50
	 Section 11.03
	  	Notice of Defaults	  	51
	 Section 11.04
	  	Eligibility; Disqualification	  	51
	 Section 11.05
	  	Registration and Notice; Removal	  	52
	 Section 11.06
	  	Successor Trustee by Appointment	  	53
	 Section 11.07
	  	Successor Trustee by Merger	  	54
	 Section 11.08
	  	Right to Rely on Officer’s Certificate	  	55
	 Section 11.09
	  	Appointment of Authenticating Agent	  	55
	 Section 11.10
	  	Communications by Securityholders with Other Securityholders	  	56
	
	ARTICLE XII
	
	SATISFACTION AND DISCHARGE; DEFEASANCE
			
	 Section 12.01
	  	Applicability of Article	  	56
	 Section 12.02
	  	Satisfaction and Discharge of Indenture	  	56
	 Section 12.03
	  	Defeasance upon Deposit of Moneys or U.S. Government Obligations	  	57
	 Section 12.04
	  	Repayment to Company	  	59
	 Section 12.05
	  	Indemnity for U.S. Government Obligations	  	59
	 Section 12.06
	  	Deposits to Be Held in Escrow	  	59

  

 iii 









					
	 Section 12.07  
	  	Application of Trust Money	  	60
	 Section 12.08
	  	Deposits of Non-U.S. Currencies	  	60
	
	ARTICLE XIII
	
	IMMUNITY OF CERTAIN PERSONS
			
	 Section 13.01
	  	No Personal Liability	  	60
	
	ARTICLE XIV
	
	SUPPLEMENTAL INDENTURES
			
	 Section 14.01
	  	Without Consent of Securityholders	  	61
	 Section 14.02
	  	With Consent of Securityholders; Limitations	  	63
	 Section 14.03
	  	Trustee Protected	  	64
	 Section 14.04
	  	Effect of Execution of Supplemental Indenture	  	64
	 Section 14.05
	  	Notation on or Exchange of Securities	  	65
	 Section 14.06
	  	Conformity with TIA	  	65
	
	ARTICLE XV
	
	SUBORDINATION OF SECURITIES
			
	 Section 15.01
	  	Agreement to Subordinate	  	65
	 Section 15.02
	  	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities	  	65
	 Section 15.03
	  	No Payment on Securities in Event of Default on Senior Indebtedness	  	67
	 Section 15.04
	  	Payments on Securities Permitted	  	67
	 Section 15.05
	  	Authorization of Securityholders to Trustee to Effect Subordination	  	67
	 Section 15.06
	  	Notices to Trustee	  	67
	 Section 15.07
	  	Trustee as Holder of Senior Indebtedness	  	68
	 Section 15.08
	  	Modifications of Terms of Senior Indebtedness	  	68
	 Section 15.09
	  	Reliance on Judicial Order or Certificate of Liquidating Agent	  	69
	 Section 15.10
	  	Satisfaction and Discharge; Defeasance and Covenant Defeasance	  	69
	 Section 15.11
	  	Trustee Not Fiduciary for Holders of Senior Indebtedness	  	69
	
	ARTICLE XVI
	
	MISCELLANEOUS PROVISIONS
			
	 Section 16.01
	  	Certificates and Opinions as to Conditions Precedent	  	69
	 Section 16.02
	  	Trust Indenture Act Controls	  	70
	 Section 16.03
	  	Notices to the Company and Trustee	  	71
	 Section 16.04
	  	Notices to Securityholders; Waiver	  	71
	 Section 16.05
	  	Legal Holiday	  	71
	 Section 16.06
	  	Effects of Headings and Table of Contents	  	72
	 Section 16.07
	  	Successors and Assigns	  	72

  

 iv 









					
	 Section 16.08  
	  	Separability Clause	  	72
	 Section 16.09
	  	Benefits of Indenture	  	72
	 Section 16.10
	  	Counterparts Originals	  	72
	 Section 16.11
	  	Governing Law; Waiver of Trial by Jury	  	72

  

 v 








 INDENTURE dated as of November __, 2009, among HealthSouth Corporation, a Delaware
corporation (the “Company”), and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”). 
 WITNESSETH: 
 WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide
for the issuance of secured or unsecured debentures, notes, bonds or other evidences of indebtedness (the “Securities”) in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this
Indenture; and 
 WHEREAS, 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: 
 That, in consideration of the premises and the purchase of the Securities by the Holders thereof for the equal and proportionate benefit of
all of the present and future Holders of the Securities, each party agrees and covenants as follows: 
 ARTICLE I

 DEFINITIONS 
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
 (a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; 
 (b) unless otherwise defined in this Indenture or the context otherwise requires, all terms used herein without definition which are defined
in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; and 
 (c) 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. 
 (d) references to “Article” or “Section” or other subdivision herein are references to an Article, Section or other
subdivision of the Indenture, unless the context otherwise requires. 







 Section 1.01 Definitions. 
 Unless the context otherwise requires, the terms defined in this Section 1.01 shall for all purposes of this Indenture have the
meanings hereinafter set forth: 
 Affiliate: 
 The term “Affiliate” with respect to any specified Person shall mean 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 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; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 
 Authenticating Agent: 
 The term “Authenticating Agent” shall have the meaning assigned to it in
Section 11.09. 
 Board of Directors: 
 The term “Board of Directors” shall mean the board of directors of the Company or any committee thereof duly authorized to act on behalf of such board. 
 Board Resolution: 
 The term
“Board Resolution” shall mean a copy of a resolution or resolutions certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors (or by a committee of the Board of Directors to the
extent that any such other committee has been authorized by the Board of Directors to establish or approve the matters contemplated) and to be in full force and effect on the date of such certification and delivered to the Trustee. 
 Business Day: 
 The term
“Business Day” shall mean each day which is not a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York. 
 Capital Stock: 
 The term “Capital Stock” of any Person shall mean
any and all shares, interests (including partnership interests), rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding
any debt securities convertible into such equity. 
 Code: 
 The term “Code” shall mean the Internal Revenue Code of 1986 as in effect on the date hereof. 
 Company: 
 The term “Company” shall mean the Person named as the “Company” in the first
paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 
  

 2 








 Company Order: 
 The term “Company Order” shall mean a written order signed in the name of the Company by the Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, President,
Executive Vice President, Senior Vice President, Treasurer, Assistant Treasurer, Controller, Assistant Controller, Secretary or Assistant Secretary of the Company, and delivered to the Trustee. 
 Corporate Trust Office: 
 The term “Corporate Trust Office,” or other similar term, shall mean the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date hereof is
located at The Bank of Nova Scotia Trust Company of New York, Attention: Corporate Trust Office, One Liberty Plaza, 23rd Floor, New York, NY 10006, or such other address as the Trustee may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust officer of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company). 
 Currency: 
 The term
“Currency” shall mean U.S. Dollars or Foreign Currency. 
 Default: 
 The term “Default” shall have the meaning assigned to it in Section 11.03. 
 Defaulted Interest: 
 The
term “Defaulted Interest” shall have the same meaning assigned to it in Section 3.08(b). 
 Depositary: 
 The term “Depositary” shall mean, with respect to the Securities of any series issuable in whole or in part in the form of one or
more Global Securities, the Person designated as Depositary by the Company pursuant to Section 3.01 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter
“Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any such series shall mean the
Depositary with respect to the Securities of that series. 
  

 3 








 Designated Currency: 
 The term “Designated Currency” shall have the same meaning assigned to it in Section 3.12. 
 Discharged: 
 The term “Discharged” shall have the meaning assigned to it in Section 12.03.

 Event of Default: 
 The term “Event of Default” shall have the meaning specified in Section 7.01. 
 Exchange Act: 
 The term “Exchange Act” shall mean the United States Securities Exchange Act of 1934, and the rules and regulations promulgated by
the SEC thereunder and any statute successor thereto, in each case as amended from time to time. 
 Exchange Rate: 
 The term “Exchange Rate” shall have the meaning assigned to it in Section 7.01. 
 Floating Rate Security: 
 The term “Floating Rate Security” shall mean a Security that provides for the payment of interest at a variable rate determined periodically by reference to an interest rate index specified pursuant to Section 3.01.

 Foreign Currency: 
 The term “Foreign Currency” shall mean a currency issued by the government of any country other than the United States or a composite currency, the value of which is determined by reference to the values of the currencies of any
group of countries. 
 GAAP: 
 The term “GAAP” shall mean generally accepted accounting principles in the United States of America as in effect as of the date of issuance of any series of Securities, including those set forth
in: 
  

	 	(1)	the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants; 

  

	 	(2)	statements and pronouncements of the Financial Accounting Standards Board; 

  

	 	(3)	such other statements by such other entity as approved by a significant segment of the accounting profession; and 

  

 4 









	 	(4)	the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed
pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC. 

 Global Security: 
 The term
“Global Security” shall mean any Security that evidences all or part of a series of Securities, issued in fully-registered certificated form to the Depositary for such series in accordance with Section 3.03 and bearing the legend
prescribed in Section 3.03(g). 
 Holder; Holder of Securities: 
 The terms “Holder” and “Holder of Securities” are defined under “Securityholder; Holder of Securities; Holder.”

 Indebtedness: 
 The term “Indebtedness” shall mean any and all obligations of a Person for money borrowed which, in accordance with GAAP, would be reflected on the balance sheet of such Person as a liability on the date as of which Indebtedness
is to be determined. 
 Indenture: 
 The term “Indenture” or “this Indenture” shall mean this instrument as originally executed or 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; provided, however, that if at any
time more than one Person is acting as Trustee under this Indenture due to the appointment of one or more separate Trustees for any one or more separate series of Securities, “Indenture” shall mean, with respect to such series of
Securities for which any such Person is Trustee, this instrument as originally executed or 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
and shall include the terms of particular series of Securities for which such Person is Trustee established as contemplated by Section 3.01, exclusive, however, of any provisions or terms which relate solely to other series of Securities for
which such Person is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such person had become
such Trustee, but to which such person, as such Trustee, was not a party; provided, further that in the event that this Indenture is supplemented or amended by one or more indentures supplemental hereto which are only applicable to certain series of
Securities, the term “Indenture” for a particular series of Securities shall only include the supplemental indentures applicable thereto. 
  

 5 








 Individual Securities: 
 The term “Individual Securities” shall have the meaning specified in Section 3.01(p). 
 Interest: 
 The term “interest” shall mean, unless the context otherwise requires, interest payable on
any Securities, and with respect to an Original Issue Discount Security that by its terms bears interest only after Maturity, interest payable after Maturity. 
 Interest Payment Date: 
 The term “Interest Payment Date” shall
mean, with respect to any Security, the Stated Maturity of an installment of interest on such Security. 
 Mandatory Sinking Fund Payment:

 The term “Mandatory Sinking Fund Payment” shall have the meaning assigned to it in Section 5.01(b).

 Maturity: 
 The term “Maturity,” with respect to any Security, shall mean the date on which the principal of such Security shall become due and payable as therein and herein provided, whether by declaration, call for redemption or otherwise.

 Members: 
 The term “Members” shall have the meaning assigned to it in Section 3.03(i). 
 Officer’s Certificate:

 The term “Officer’s Certificate” shall mean a certificate signed by any of the Chairman of the Board of
Directors, Chief Executive Officer, Chief Financial Officer, President or a Vice President, Treasurer, an Assistant Treasurer, Controller, Secretary or an Assistant Secretary of the Company and delivered to the Trustee. Each such certificate shall
include the statements provided for in Section 16.01 if and to the extent required by the provisions of such Section. 
 Opinion of
Counsel: 
 The term “Opinion of Counsel” shall mean an opinion in writing signed by legal counsel, who may be an
employee of or of counsel to the Company, or may be other counsel that meets the requirements provided for in Section 16.01, each reasonably acceptable to the Trustee. 
 Optional Sinking Fund Payment: 
 The term “Optional Sinking Fund
Payment” shall have the meaning assigned to it in Section 5.01(b). 
  

 6 








 Original Issue Discount Security: 
 The term “Original Issue Discount Security” shall mean any Security that is issued with “original issue discount” within
the meaning of Section 1273(a) of the Code and the regulations thereunder and any other Security designated by the Company as issued with original issue discount for United States federal income tax purposes. 
 Outstanding: 
 The term
“Outstanding,” when used with respect to Securities means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: 
 (a) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 
 (b) Securities or portions thereof for which 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 or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities or Securities as to which the
Company’s obligations have been Discharged; provided, however, that if such Securities or portions thereof 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; and 
 (c) Securities that have been paid pursuant to Section 3.07(b) 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 a Responsible Officer of the Trustee proof satisfactory
to it that such Securities are held by a protected purchaser in whose hands such Securities are valid obligations of the Company; 
 provided,
however, that in determining whether the Holders of the requisite principal amount of Securities of a series Outstanding have performed any action hereunder, Securities owned by the Company or any other obligor upon the Securities of such series 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 action, only Securities of such series 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 to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon such Securities or any Affiliate of the Company or of such other obligor. In determining whether the Holders of the
requisite principal amount of Outstanding Securities of a series have performed any action hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purpose shall be the amount of the
principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 7.02 and the principal amount of a Security denominated in a Foreign Currency
that shall be deemed to be Outstanding for such purpose shall be the amount calculated pursuant to Section 3.11(b). 
  

 7 








 Paying Agent: 
 The term “Paying Agent” shall have the meaning assigned to it in Section 6.02(a). 
 Person: 
 The term “Person” shall mean an individual, a corporation, a limited liability company, a
partnership, an association, a joint stock company, a trust, an unincorporated organization or a government or an agency or political subdivision thereof. 
 Place of Payment: 
 The term “Place of Payment” shall mean, when
used with respect to the Securities of any series, the place or places where the principal of and premium, if any, and interest on the Securities of that series are payable as specified pursuant to Section 3.01. 
 Predecessor Security: 
 The
term “Predecessor Security” shall mean, with respect to any Security, every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security, and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.07 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security. 
 Preferred Stock: 
 The term
“Preferred Stock”, as applied to the Capital Stock of any Person, shall mean Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person. 
 Record Date: 
 The term “Record Date” shall mean, with respect to any interest payable on any Security
on any Interest Payment Date, the close of business on any date specified in such Security for the payment of interest pursuant to Section 3.01. 
 Redemption Date: 
 The term “Redemption Date” shall mean, when used with respect to any Security to be
redeemed, in whole or in part, the date fixed for such redemption by or pursuant to this Indenture and the terms of such Security, which, in the case of a Floating Rate Security, unless otherwise specified pursuant to Section 3.01, shall be an
Interest Payment Date only. 
  

 8 








 Redemption Price: 
 The term “Redemption Price,” when used with respect to any Security to be redeemed, in whole or in part, shall mean the price at which it is to be redeemed pursuant to the terms of the Security
and this Indenture. 
 Register: 
 The term “Register” shall have the meaning assigned to it in Section 3.05(a). 
 Registrar: 
 The term “Registrar” shall have the meaning assigned to it in Section 3.05(a).

 Responsible Officers: 
 The term “Responsible Officers” of the Trustee hereunder shall mean any vice president, any assistant vice president, any trust officer, any assistant trust officer or any other officer
associated with the corporate trust department 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
of the Trustee to whom such matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 
 SEC: 
 The term
“SEC” shall mean the United States Securities and Exchange Commission, as constituted from time to time. 
 Securities Act: 

 The term “Securities Act” shall mean the United States Securities Act of 1933 and the rules and regulations
promulgated by the SEC thereunder and any statute successor thereto, in each case as amended from time to time. 
 Security: 

The term “Security” or “Securities” shall have the meaning stated in the recitals and shall more particularly mean one
or more of the Securities duly authenticated by the Trustee and delivered pursuant to the provisions of this Indenture. 
 Security
Custodian: 
 The term “Security Custodian” shall mean the custodian with respect to any Global Security appointed
by the Depositary, or any successor Person thereto, and shall initially be the Paying Agent. 
  

 9 








 Securityholder; Holder of Securities; Holder: 
 The term “Securityholder” or “Holder of Securities” or “Holder,” shall mean the Person in whose name Securities
shall be registered in the Register kept for that purpose hereunder. 
 Senior Indebtedness: 
 The term “Senior Indebtedness” means the principal of (and premium, if any) and unpaid interest on (x) Indebtedness of the
Company, whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, for money borrowed other than (a) any Indebtedness of the Company which when incurred, and without respect to any election under
Section 1111(b) of the Federal Bankruptcy Code, was without recourse to the Company, (b) any Indebtedness of the Company to any of its Subsidiaries, (c) Indebtedness to any employee of the Company, (d) any liability for taxes,
(e) Trade Payables and (f) any Indebtedness of the Company which is expressly subordinate in right of payment to any other Indebtedness of the Company, and (y) renewals, extensions, modifications and refundings of any such
Indebtedness. For purposes of the foregoing and the definition of “Senior Indebtedness,” the phrase “subordinated in right of payment” means debt subordination only and not lien subordination, and accordingly, (i) unsecured
indebtedness shall not be deemed to be subordinated in right of payment to secured indebtedness merely by virtue of the fact that it is unsecured, and (ii) junior liens, second liens and other contractual arrangements that provide for
priorities among Holders of the same or different issues of indebtedness with respect to any collateral or the proceeds of collateral shall not constitute subordination in right of payment. This definition may be modified or superseded by a
supplemental indenture. 
 Special Record Date: 
 The term “Special Record Date” shall have the meaning assigned to it in Section 3.08(b)(i). 
 Stated Maturity: 
 The term “Stated Maturity” when used with
respect to any Security or any installment of interest thereon, shall mean the date specified in such Security as the fixed date on which the principal (or any portion thereof) of or premium, if any, on such Security or such installment of interest
is due and payable. 
 Subsidiary: 
 The term “Subsidiary” shall mean, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of all classes
of Capital Stock of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees is at the time owned or controlled, directly or indirectly, by:

  

	 	(1)	such Person; 

  

	 	(2)	such Person and one or more Subsidiaries of such Person; or 

  

	 	(3)	one or more Subsidiaries of such Person. 

  

 10 








 Successor Company: 
 The term “Successor Company” shall have the meaning assigned to it in Section 3.06(i). 
 Trade Payables: 
 The term “Trade Payables” means accounts payable or any other Indebtedness or
monetary obligations to trade creditors created or assumed by the Company or any Subsidiary of the Company in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities). 
 Trust Indenture Act; TIA: 
 The term “Trust Indenture Act” or “TIA” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder as in effect on the date of this Indenture, except as provided in
Section 14.06 and except to the extent any amendment to the Trust Indenture Act expressly provides for application of the Trust Indenture Act as in effect on another date. 
 Trustee: 
 The term “Trustee” shall mean the Person named as the
“Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such with respect to one or more series of Securities 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. 
 U.S. Dollars: 
 The term “U.S. Dollars” shall mean such currency of the United States as at the time of payment shall be legal tender for the payment of public and private debts. 
 U.S. Government Obligations: 
 The term “U.S. Government Obligations” shall have the meaning assigned to it in Section 12.03. 
 United States: 

 The term “United States” shall mean the United States of America (including the States and the District of
Columbia), its territories and its possessions and other areas subject to its jurisdiction. 
  

 11 








 ARTICLE II 
 FORMS OF SECURITIES 
 Section 2.01
Terms of the Securities. 
 (a) The Securities of each series shall be substantially in the form set forth
in a Company Order or in one or more indentures supplemental hereto, and shall have 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 or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with
any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange on which any series of the Securities may be listed or of any automated quotation system on which any such series may be quoted, or to conform to
usage, all as determined by the officers executing such Securities as conclusively evidenced by their execution of such Securities. 
 (b) The terms and provisions of the Securities shall constitute, and are hereby expressly made, a part of this Indenture, and, to the extent applicable, the Company and the Trustee, by their execution and
delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby. 
 Section 2.02 Form of
Trustee’s Certificate of Authentication. 
 (a) Only such of the Securities as shall bear thereon a
certificate substantially in the form of the Trustee’s certificate of authentication hereinafter recited, executed by the Trustee by manual signature, shall be valid or become obligatory for any purpose or entitle the Holder thereof to any
right or benefit under this Indenture. 
 (b) Each Security shall be dated the date of its authentication, except
that any Global Security shall be dated as of the date specified as contemplated in Section 3.01. 
  

 12 








 (c) The form of the Trustee’s certificate of authentication to be borne
by the Securities shall be substantially as follows: 
 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 
  

									
	Date of authentication: _______________	 		 	The Bank of Nova Scotia Trust Company of
New York, as Trustee
					
		 		 		 	By:	 	 
		 		 		 		 	Authorized Signatory

 Section 2.03 Form of Trustee’s Certificate of Authentication by an
Authenticating Agent. If at any time there shall be an Authenticating Agent appointed with respect to any series of Securities, then the Trustee’s Certificate of Authentication by such Authenticating Agent to be borne by Securities of each
such series shall be substantially as follows: 
 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 
  

									
	Date of authentication: _______________	 		 	The Bank of Nova Scotia Trust Company of
New York, as Trustee
					
		 		 		 	By:	 	[NAME OF AUTHENTICATING AGENT]
		 		 		 		 	as Authenticating Agent
					
		 		 		 	By: 	 	 
		 		 		 		 	Authorized Signatory

 ARTICLE III 
 THE DEBT SECURITIES 
 Section 3.01
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be set forth in a
Company Order or in one or more indentures supplemental hereto, prior to the issuance of Securities of any series: 
 (a) the title of the Securities of the series (which shall distinguish the Securities of such series from the Securities of all other series, except to the extent that additional Securities of an existing series are being issued);

  

 13 








 (b) any limit upon the aggregate principal amount of the Securities of the
series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 3.04, 3.06, 3.07,
4.06, or 14.05); 
 (c) the dates on which or periods during which the Securities of the series may be issued,
and the dates on, or the range of dates within, which the principal of and premium, if any, on the Securities of such series are or may be payable or the method by which such date or dates shall be determined or extended; 
 (d) 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, whether such interest shall be payable in cash or additional Securities of the same series or shall accrue and increase the aggregate principal amount outstanding of such series (including if such Securities were
originally issued at a discount), 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 any such interest shall be payable, and the Record Dates
for the determination of Holders to whom interest is payable on such Interest Payment Dates 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; 
 (e) if other than U.S. Dollars, the Foreign Currency in which Securities of the series shall be
denominated or in which payment of the principal of, premium, if any, or interest on the Securities of the series shall be payable and any other terms concerning such payment; 
 (f) if the amount of payment of principal of, premium, if any, or interest on the Securities of the series may be determined
with reference to an index, formula or other method including, but not limited to, an index based on a Currency or Currencies other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;

 (g) if the principal of, premium, if any, or interest on Securities of the series are to be payable, at the
election of the Company or a Holder thereof, in a Currency other than that in which the Securities are denominated or stated to be payable without such election, the period or periods within which, and the terms and conditions upon which, such
election may be made and the time and the manner of determining the exchange rate between the Currency in which the Securities are denominated or payable without such election and the Currency in which the Securities are to be paid if such election
is made; 
 (h) the place or places, if any, in addition to or instead of the Corporate Trust Office of the
Trustee where the principal of, premium, if any, and interest on Securities of the series shall be payable, and where Securities of any series may be presented for registration of transfer, exchange or conversion, 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; 
  

 14 








 (i) the price or prices at which, the period or periods within which or the
date or dates on which, and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option; 
 (j) the obligation or right, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any
sinking fund, amortization or analogous provisions or at the option of a Holder thereof and the price or prices at which, the period or periods within which or the date or dates on which, the Currency or Currencies in which and the terms and
conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; 
 (k) if other than denominations of $1,000 or any integral multiple thereof, the denominations in which Securities of the series shall be issuable; 
 (l) if other than the principal amount thereof, the portion of the principal amount of the Securities of the series which
shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 7.02; 
 (m)
the guarantors, if any, of the Securities of the series, and the extent of the guarantees (including provisions relating to seniority, subordination, and the release of the guarantors), if any, and any additions or changes to permit or facilitate
guarantees of such Securities; 
 (n) whether the Securities of the series are to be issued as Original Issue
Discount Securities and the amount of discount with which such Securities may be issued; 
 (o) provisions, if
any, for the defeasance of Securities of the series in whole or in part and any addition or change in the provisions related to satisfaction and discharge; 
 (p) whether the Securities of the series are to be issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Security or Global Securities,
and the terms and conditions, if any, upon which interests in such Global Security or Global Securities may be exchanged in whole or in part for the Individual Securities represented thereby in definitive form registered in the name or names of
Persons other than such Depositary or a nominee or nominees thereof (“Individual Securities”); 
 (q)
the date as of which any Global Security of the series shall be dated if other than the original issuance of the first Security of the series to be issued; 
 (r) the form of the Securities of the series; 
 (s) if the
Securities of the series are to be convertible into or exchangeable for any securities or property of any Person (including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable, and any additions
or changes, if any, to permit or facilitate such conversion or exchange; 
  

 15 








 (t) whether the Securities of such series are subject to subordination and
the terms of such subordination; 
 (u) any restriction or condition on the transferability of the Securities of
such series; 
 (v) any addition or change in the provisions related to compensation and reimbursement of the
Trustee which applies to Securities of such series; 
 (w) any addition or change in the provisions related to
supplemental indentures set forth in Sections 14.02 and 14.04 which applies to Securities of such series; 
 (x)
provisions, if any, granting special rights to Holders upon the occurrence of specified events; 
 (y) any
addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to
Section 7.02 and any addition or change in the provisions set forth in Article VII which applies to Securities of the series; 
 (z) any addition to or change in the covenants set forth in Article VI which applies to Securities of the series; 
 (aa) whether the Securities of the series are to be secured or unsecured, and, if secured, the terms upon which the
Securities of such series shall be secured and any other additions or changes relating to such security; and 
 (bb) any other terms of the Securities of such series (which terms shall not be inconsistent with the provisions of the TIA, but may modify, amend, supplement or delete any of the terms of this Indenture with respect to such series).

 All Securities of any one series shall be substantially identical, except as to denomination and except as may otherwise be
provided herein or set forth in a Company Order or in one or more indentures supplemental hereto. 
 Section 3.02
Denominations. In the absence of any specification pursuant to Section 3.01 with respect to Securities of any series, the Securities of such series shall be issuable only as Securities in denominations of any integral multiple of $1,000,
and shall be payable only in U.S. Dollars. 
 Section 3.03 Execution, Authentication, Delivery and Dating.

 (a) The Securities shall be executed in the name and on behalf of the Company by the manual or facsimile
signature of its Chairman of the Board of Directors, its Chief Executive Officer, President, one of its Vice Presidents or Treasurer. If the Person whose signature is on a Security no longer holds that office at the time the Security is
authenticated and delivered, the Security shall nevertheless be valid. 
  

 16 








 (b) 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, if required pursuant to
Section 3.01, a supplemental indenture or Company Order setting forth the terms of the Securities of a series. The Trustee shall thereupon authenticate and deliver such Securities without any further action by the Company. The Company Order
shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. 
 (c) In authenticating the first Securities of any series and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall receive, and (subject to
Section 11.02) shall be fully protected in relying upon an Officer’s Certificate and an Opinion of Counsel, each prepared in accordance with Section 16.01 stating that the conditions precedent, if any, provided for in the Indenture
have been complied with. 
 (d) The Trustee shall have the right to decline to authenticate and deliver the
Securities under this Section 3.03 if the issue of the Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee. 
 (e) Each Security shall be dated the date of its authentication, except
as otherwise provided pursuant to Section 3.01 with respect to the Securities of such series. 
 (f)
Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all of the Securities of any series are not to be originally issued at the same time, then the documents required to be delivered pursuant to this
Section 3.03 must be delivered only once prior to the authentication and delivery of the first Security of such series; 
 (g) If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall
execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such
Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary
or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: 
 “THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY
AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. 
  

 17 








 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE NOMINEE OF THE DEPOSITARY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
(AND ANY PAYMENT HEREON IS MADE TO THE NOMINEE OF THE DEPOSITARY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITARY, HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.” 
 The aggregate principal amount of each Global
Security may from time to time be increased or decreased by adjustments made on the records of the Security Custodian, as provided in this Indenture. 
 (h) Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as such Depositary, be a
clearing agency registered under the Exchange Act and any other applicable statute or regulation. 
 (i) Members
of, or participants in, the Depositary (“Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Security Custodian under such Global Security, and the
Depositary may be treated by the Company, the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee, the Paying Agent or the Registrar or any of their agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Members, the
operation of customary practices of the Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Security. The Holder of a Global Security may grant proxies and otherwise authorize any Person, including
Members and Persons that may hold interests through Members, to take any action that a Holder is entitled to take under this Indenture or the Securities. 
 (j) 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 one
of the forms provided for herein duly executed by the Trustee or by an Authenticating Agent by manual or facsimile signature of an authorized signatory of the Trustee, and such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. 
  

 18 








 Section 3.04 Temporary Securities. 
 (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise reproduced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which
they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any
such temporary Security may be in the form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and
delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issued. 
 (b) If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be
prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such temporary Securities at
the office or agency of the Company in a Place of Payment for such 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 a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor. Until so exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of such series. 
 (c) Upon any
exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by
the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed. 
 Section 3.05 Registrar and Paying Agent. 
 (a) The Company will keep, at an office or agency to be maintained by it in a Place of Payment where Securities may be
presented for registration or presented and surrendered for registration of transfer or of exchange, and where Securities of any series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable (the
“Registrar”), a security register for the registration and the registration of transfer or of exchange of the Securities (the registers 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 “Register”), as in this Indenture provided, which Register shall at all reasonable times be open for inspection by the Trustee. Such Register shall be in written form or in any other form
capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars; the term “Registrar” includes any co-registrar. 
  

 19 








 (b) The Company shall enter into an appropriate agency agreement with any
Registrar or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of each such agent. If the Company fails
to maintain a Registrar for any series, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 11.01. The Company or any Affiliate thereof may act as Registrar, co-Registrar or transfer
agent. 
 (c) The Company hereby appoints the Trustee at its Corporate Trust Office as Registrar in connection
with the Securities and this Indenture, until such time as another Person is appointed as such. 
 Section 3.06 Transfer
and Exchange. 
 (a) Transfer. 
 (i) Upon surrender for registration of transfer of any Security of any series at the Registrar the Company shall execute, and
the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee, one or more new Securities of the same series for like aggregate principal amount of any authorized denomination or denominations. The
transfer of any Security shall not be valid as against the Company or the Trustee unless registered at the Registrar at the request of the Holder, or at the request of his, her or its attorney duly authorized in writing. 
 (ii) Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the
Individual Securities represented thereby, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. 
 (b) Exchange. 
 (i) At the option of the Holder, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for other Securities of the same series for like aggregate principal
amount of any authorized denomination or denominations, upon surrender of the Securities to be exchanged at the Registrar. 
 (ii) Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to
receive. 
  

 20 








 (c) Exchange of Global Securities for Individual Securities. Except as
provided below, owners of beneficial interests in Global Securities will not be entitled to receive Individual Securities. 
 (i) Individual Securities shall be issued to all owners of beneficial interests in a Global Security in exchange for such interests if: (A) at any time the Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03(h) and, in each
case, a successor Depositary is not appointed by the Company within 90 days of such notice, or (B) the Company executes and delivers to the Trustee and the Registrar an Officer’s Certificate stating that such Global Security shall be so
exchangeable. 
 In connection with the exchange of an entire Global Security for Individual Securities pursuant
to this subsection (c), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Individual
Securities of such series, will authenticate and deliver to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Individual Securities of
authorized denominations. 
 (ii) The owner of a beneficial interest in a Global Security will be entitled to
receive an Individual Security in exchange for such interest if an Event of Default has occurred and is continuing. Upon receipt by the Security Custodian and Registrar of instructions from the Holder of a Global Security directing the Security
Custodian and Registrar to (x) issue one or more Individual Securities in the amounts specified to the owner of a beneficial interest in such Global Security and (y) debit or cause to be debited an equivalent amount of beneficial interest
in such Global Security, subject to the rules and regulations of the Depositary: 
 (A) the Security Custodian
and Registrar shall notify the Company and the Trustee of such instructions, identifying the owner and amount of such beneficial interest in such Global Security; 
 (B) the Company shall promptly execute and the Trustee, upon receipt of a Company Order for the authentication and delivery
of Individual Securities of such series, shall authenticate and deliver to such beneficial owner Individual Securities in an equivalent amount to such beneficial interest in such Global Security; and 
  

 21 








 (C) the Security Custodian and Registrar shall decrease such Global
Security by such amount in accordance with the foregoing. In the event that the Individual Securities are not issued to each such beneficial owner promptly after the Registrar has received a request from the Holder of a Global Security to issue such
Individual Securities, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 7.07 hereof, the right of any beneficial Holder of Securities to pursue such remedy with respect to the
portion of the Global Security that represents such beneficial Holder’s Securities as if such Individual Securities had been issued. 
 (iii) If specified by the Company pursuant to Section 3.01 with respect to a series of Securities, the Depositary for such series of Securities may surrender a Global Security for such series of
Securities in exchange in whole or in part for Individual Securities of such series on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without
service charge, 
 (A) to each Person specified by such Depositary a new Individual Security or new Individual
Securities of the same series, of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and 
 (B) to such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount
of the surrendered Global Security and the aggregate principal amount of Individual Securities delivered to Holders thereof. 
 (iv) In any exchange provided for in clauses (i) through (iii), the Company will execute and the Trustee will authenticate and deliver Individual Securities in registered form in authorized
denominations. 
 (v) Upon the exchange in full of a Global Security for Individual Securities, such Global
Security shall be canceled by the Trustee. Individual Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered. 
 (d) All Securities issued upon any registration of transfer or exchange of Securities shall be valid obligations of the
Company evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered for such registration of transfer or exchange. 
  

 22 








 (e) Every Security presented or surrendered for registration of transfer, or
for exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, the Trustee and the Registrar,
duly executed by the Holder thereof or by his, her or its attorney duly authorized in writing. 
 (f) No service
charge will be made for any registration of transfer or exchange of Securities. The Company or the Trustee may require payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or charge to the Holders. 
 (g) The Company shall not be required to (i) register, transfer or exchange Securities of any series during a period
beginning at the opening of business 15 days before the day of the transmission of a notice of redemption of Securities of such series selected for redemption under Section 4.03 and ending at the close of business on the day of such
transmission, or (ii) register, transfer or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 
 (h) Prior to the due presentation for registration of transfer or exchange of any Security, the Company, the Trustee, the
Paying Agent, the Registrar, any co-Registrar or any of their agents may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any
notation of ownership or other writing thereon) for all purposes whatsoever, and none of the Company, the Trustee, the Paying Agent, the Registrar, any co-Registrar or any of their agents shall be affected by any notice to the contrary. 

(i) In case a successor Company (“Successor Company”) has executed an indenture supplemental hereto with the
Trustee pursuant to Article XIV, any of the Securities authenticated or delivered pursuant to such transaction may, from time to time, at the request of the Successor Company, be exchanged for other Securities executed in the name of the Successor
Company with such changes in phraseology and form as may be appropriate, but otherwise identical to the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Successor Company, shall
authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a Successor Company pursuant to this Section 3.06 in exchange or
substitution for or upon registration of transfer of any Securities, such Successor Company, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities
authenticated and delivered in such new name. 
 (j) Each Holder of a Security agrees to indemnify the Company
and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities laws.

  

 23 








 (k) The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among members of, or participants in the
Depositary or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of,
this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 
 (l) Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depositary. 
 Section 3.07 Mutilated, Destroyed, Lost and Stolen Securities. 
 (a) If (i) any mutilated Security is surrendered to the Trustee at its Corporate Trust Office or (ii) the Company
and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee security or indemnity satisfactory to them to save each of them and any Paying Agent
harmless, and neither the Company nor the Trustee receives notice that such Security has been acquired by a protected purchaser, then the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of the same series and of like tenor, form, terms and principal amount, bearing a number not contemporaneously outstanding, that neither gain nor loss in interest shall
result from such exchange or substitution. 
 (b) 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 the amount due on such Security in accordance with its terms. 
 (c) Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in respect thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 
 (d) Every new Security of any series issued pursuant to this Section 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. 
 (e) The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
  

 24 








 Section 3.08 Payment of Interest; Interest Rights Preserved. 
 (a) Interest on any Security that is payable and is punctually paid or duly provided for on any Interest Payment Date shall
be paid to the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Record Date for such interest notwithstanding the cancellation of such Security upon any transfer or exchange
subsequent to the Record Date. Payment of interest on Securities shall be made at the Corporate Trust Office (except as otherwise specified pursuant to Section 3.01) or, at the option of the Company, by check mailed to the address of the Person
entitled thereto as such address shall appear in the Register or, in accordance with arrangements satisfactory to the Trustee, by wire transfer to an account designated by the Holder. 
 (b) Any interest on any Security that is payable but is not punctually paid or duly provided for on any Interest Payment Date
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Record Date by virtue of his, her or its having been such a Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (i) or (ii) below: 
 (i) The Company may elect to make
payment of any Defaulted Interest to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered at the close of business on a special record date for the payment of such Defaulted Interest (a “Special
Record Date”), 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 such Security 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 in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 calendar days and not less than 10 calendar days prior to the date of the proposed payment and not less than 10 calendar 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 cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to the Holders of such Securities at their addresses as they appear in the Register, not less than 10 calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Securities (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 (ii). 
 (ii) The Company may make
payment of any Defaulted Interest on Securities in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after
notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 
  

 25 








 (c) Subject to the provisions set forth herein relating to Record Dates,
each Security delivered pursuant to any provision of this Indenture in exchange or substitution for, or upon registration of transfer of, any other Security shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Security. 
 Section 3.09 Cancellation. Unless otherwise specified pursuant to Section 3.01 for
Securities of any series, all Securities surrendered for payment, redemption, registration of transfer or exchange or credit against any sinking fund or otherwise shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee for cancellation and shall be promptly canceled by it and, if surrendered to the Trustee, 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 that the Company may have acquired in any manner whatsoever, 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, except as expressly permitted by this Indenture. The Trustee shall dispose of all canceled Securities held by it in accordance with its then customary procedures and deliver a certificate of such disposal to the Company
upon its request therefor. The acquisition of any Securities by the Company shall not operate as a redemption or satisfaction of the Indebtedness represented thereby unless and until such Securities are surrendered to the Trustee for cancellation.

 Section 3.10 Computation of Interest. Except as otherwise specified pursuant to 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. 
 Section 3.11 Currency of Payments in Respect of Securities. 
 (a) Except as otherwise
specified pursuant to Section 3.01 for Securities of any series, payment of the principal of and premium, if any, and interest on Securities of such series will be made in U.S. Dollars. 
 (b) For purposes of any provision of the Indenture where the Holders of Outstanding Securities may perform an action that
requires that a specified percentage of the Outstanding Securities of all series perform such action and for purposes of any decision or determination by the Trustee of amounts due and unpaid for the principal of and premium, if any, and interest on
the Securities of all series in respect of which moneys are to be disbursed ratably, the principal of and premium, if any, and interest on the Outstanding Securities denominated in a Foreign Currency will be the amount in U.S. Dollars based upon
exchange rates, determined as specified pursuant to Section 3.01 for Securities of such series, as of the date for determining whether the Holders entitled to perform such action have performed it or as of the date of such decision or
determination by the Trustee, as the case may be. 
 (c) Any decision or determination to be made regarding
exchange rates shall be made by an agent appointed by the Company; provided, that such agent shall accept such appointment in writing and the terms of such appointment shall, in the opinion of the Company at

  

 26 








 
the time of such appointment, require such agent to make such determination by a method consistent with the method provided pursuant to Section 3.01 for the making of such decision or
determination. All decisions and determinations of such agent regarding exchange rates shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders of the Securities.

 Section 3.12 Judgments. The Company may provide pursuant to Section 3.01 for Securities of any series that
(a) the obligation, if any, of the Company to pay the principal of, premium, if any, and interest on the Securities of any series in a Foreign Currency or U.S. Dollars (the “Designated Currency”) as may be specified pursuant to
Section 3.01 is of the essence and agrees that, to the fullest extent possible under applicable law, judgments in respect of such Securities shall be given in the Designated Currency; (b) the obligation of the Company to make payments in
the Designated Currency of the principal of and premium, if any, and interest on such Securities shall, notwithstanding any payment in any other Currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount
in the Designated Currency that the Holder receiving such payment may, in accordance with normal banking procedures, purchase with the sum paid in such other Currency (after any premium and cost of exchange) on the business day in the country of
issue of the Designated Currency or in the international banking community (in the case of a composite currency) immediately following the day on which such Holder receives such payment; (c) if the amount in the Designated Currency that may be
so purchased for any reason falls short of the amount originally due, the Company shall pay such additional amounts as may be necessary to compensate for such shortfall; and (d) any obligation of the Company not discharged by such payment shall
be due as a separate and independent obligation and, until discharged as provided herein, shall continue in full force and effect. 
 Section 3.13 CUSIP Numbers. The Company in issuing any Securities may use CUSIP, ISIN or other similar numbers, if then generally in use, and thereafter with respect to such series, the Trustee may use such numbers in any notice
of redemption or exchange with respect to such series 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 promptly notify the Trustee in writing of
any change in the CUSIP, ISIN or other similar numbers. 
 ARTICLE IV 
 REDEMPTION OF SECURITIES 
 Section 4.01 Applicability of Right of Redemption. Redemption of Securities (other than pursuant to a sinking fund, amortization or analogous provision) permitted by the terms of any series of
Securities shall be made (except as otherwise specified pursuant to Section 3.01 for Securities of any series) in accordance with this Article; provided, however, that if any such terms of a series of Securities shall conflict with any
provision of this Article, the terms of such series shall govern. 
  

 27 








 Section 4.02 Selection of Securities to be Redeemed. 
 (a) If the Company shall at any time elect to redeem all or any portion of the Securities of a series then Outstanding, it
shall at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter period shall be satisfactory to the Trustee) notify the Trustee of (i) such Redemption Date, (ii) the Section of this Indenture pursuant to which
the redemption shall occur, (iii) the Redemption Price, and (iv) the principal amount of Securities to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as the Trustee shall deem 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. In any case where more than one Security of such series is registered in the same name, the Trustee may treat the aggregate principal amount so registered as if it were represented by
one Security of such series. The Trustee shall, as soon as practicable, notify the Company in writing of the Securities and portions of Securities so selected. 
 (b) 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 Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security that 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 4.03 Notice of Redemption. 
 (a) Notice of redemption 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, not less than 30 nor more than 60 days prior to the Redemption Date, to the Holders of Securities of any series to be redeemed in whole or in part
pursuant to this Article, in the manner provided in Section 16.04. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. Failure to give such notice, or any defect in such
notice to the Holder of any Security of a series designated for redemption, in whole or in part, shall not affect the sufficiency of any notice of redemption with respect to the Holder of any other Security of such series. 
 (b) All notices of redemption shall identify the Securities to be redeemed (including CUSIP, ISIN or other similar numbers,
if available) and shall state: 
 (i) such election by the Company to redeem Securities of such series pursuant
to provisions contained in this Indenture or the terms of the Securities of such series or a supplemental indenture establishing such series, if such be the case; 
 (ii) the Redemption Date; 
 (iii) the Redemption Price; 
 (iv) if less than all Outstanding
Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the Securities of such series to be redeemed; 
  

 28 








 (v) that on the Redemption Date the Redemption Price will become due and
payable upon each such Security to be redeemed, and that, if applicable, interest thereon shall cease to accrue on and after said date; 
 (vi) the Place or Places of Payment where such Securities are to be surrendered for payment of the Redemption Price; and 
 (vii) that the redemption is for a sinking fund, if such is the case; 
 Section 4.04 Deposit of Redemption Price. On or prior to 11:00 a.m., New York City time, on the Redemption Date for any
Securities, 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 6.03) an amount of money in the Currency in which such
Securities are denominated (except as provided pursuant to Section 3.01) sufficient to pay the Redemption Price of such Securities or any portions thereof that are to be redeemed on that date. 
 Section 4.05 Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, any Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption Price and from and after such date (unless the Company shall Default in the payment of the Redemption Price) 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; provided, however, that (unless otherwise provided pursuant to Section 3.01) installments of
interest that have a Stated Maturity on or prior to the Redemption Date for such Securities shall be payable according to the terms of such Securities and the provisions of Section 3.08. 
 If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof and premium, if any,
thereon shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
 Section 4.06 Securities Redeemed in Part. Any Security that is to be redeemed only in part shall be surrendered at the Corporate Trust Office or such other office or agency of the Company as is specified pursuant to
Section 3.01 with, if the Company, the Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Registrar and the Trustee duly executed by the Holder thereof or his,
her or its 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, of like tenor and
form, 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; except that if a Global Security is so surrendered,
the Company shall execute, and the Trustee shall authenticate and deliver to the Depositary for such Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the
principal of the Global Security so surrendered. In the case of a Security providing appropriate space for such notation, at the option of the Holder thereof, the Trustee, in lieu of delivering a new Security or Securities as aforesaid, may make a
notation on such Security of the payment of the redeemed portion thereof. 
  

 29 








 ARTICLE V 
 SINKING FUNDS 
 Section 5.01
Applicability of Sinking Fund. 
 (a) Redemption of Securities permitted or required pursuant to a sinking
fund for the retirement of Securities of a series by the terms of such series of Securities shall be made in accordance with such terms of such series of Securities and this Article, except as otherwise specified pursuant to Section 3.01 for
Securities of such series, provided, however, that if any such terms of a series of Securities shall conflict with any provision of this Article, the terms of such series shall govern. 
 (b) The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred
to as a “Mandatory Sinking Fund Payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “Optional Sinking Fund Payment.” If provided for by the
terms of Securities of any series, the cash amount of any Mandatory Sinking Fund Payment may be subject to reduction as provided in Section 5.02. 
 Section 5.02 Mandatory Sinking Fund Obligation. The Company may, at its option, satisfy any Mandatory Sinking Fund Payment obligation, in whole or in part, with respect to a particular series
of Securities by (a) delivering to the Trustee Securities of such series in transferable form theretofore purchased or otherwise acquired by the Company or redeemed at the election of the Company pursuant to Section 4.03 or
(b) receiving credit for Securities of such series (not previously so credited) acquired by the Company and theretofore delivered to the Trustee. The Trustee shall credit such Mandatory Sinking Fund Payment obligation with an amount equal to
the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such Mandatory Sinking Fund Payment shall be reduced accordingly. If the Company shall elect to so satisfy any Mandatory Sinking
Fund Payment obligation, it shall deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date an Officer’s Certificate, which shall designate the Securities (and portions thereof, if any) so delivered or
credited and which shall be accompanied by such Securities (to the extent not theretofore delivered) in transferable form. In case of the failure of the Company, at or before the time so required, to give such notice and deliver such Securities the
Mandatory Sinking Fund Payment obligation shall be paid entirely in moneys. 
 Section 5.03 Optional Redemption at
Sinking Fund Redemption Price. In addition to the sinking fund requirements of Section 5.02, to the extent, if any, provided for by the terms of a particular series of Securities, the Company may, at its option, make an Optional Sinking
Fund Payment with respect to such Securities. Unless otherwise provided by such terms, (a) to the extent that the right of the Company to make such Optional Sinking Fund Payment shall not be exercised in any year, it shall not be cumulative or
carried forward to any subsequent year, and (b) such optional payment shall operate to reduce the amount of any Mandatory Sinking Fund Payment obligation as to Securities of the same series. If the Company intends to exercise its right to make
such optional payment in any year it shall deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date an Officer’s Certificate stating that the Company will exercise such optional right, and specifying the
amount which the Company will pay on or before the next succeeding sinking fund payment date. Such Officer’s Certificate shall also state that no Event of Default has occurred and is continuing. 
  

 30 








 Section 5.04 Application of Sinking Fund Payment. 
 (a) If the sinking fund payment or payments made in funds pursuant to either Section 5.02 or 5.03 with respect to a
particular series of Securities plus any unused balance of any preceding sinking fund payments made in funds with respect to such series shall exceed $50,000 (or a lesser sum if the Company shall so request, or such equivalent sum for Securities
denominated other than in U.S. Dollars), it shall be applied by the Trustee on the sinking fund payment date next following the date of such payment, unless the date of such payment shall be a sinking fund payment date, in which case such payment
shall be applied on such sinking fund payment date, to the redemption of Securities of such series at the redemption price specified pursuant to Section 4.03(b). The Trustee shall select, in the manner provided in Section 4.02, for
redemption on such sinking fund payment date, a sufficient principal amount of Securities of such series to absorb said funds, as nearly as may be, and shall, at the expense and in the name of the Company, thereupon cause notice of redemption of the
Securities to be given in substantially the manner provided in Section 4.03(a) for the redemption of Securities in part at the option of the Company, except that the notice of redemption shall also state that the Securities are being redeemed
for the sinking fund. Any sinking fund moneys not so applied by the Trustee to the redemption of Securities of such series shall be added to the next sinking fund payment received in funds by the Trustee and, together with such payment, shall be
applied in accordance with the provisions of this Section 5.04. Any and all sinking fund moneys held by the Trustee on the last sinking fund payment date with respect to Securities of such series, and not held for the payment or redemption of
particular Securities of such series, shall be applied by the Trustee to the payment of the principal of the Securities of such series at Maturity. 
 (b) On or prior to each sinking fund payment date, the Company shall pay to the Trustee a sum equal to all interest accrued to but not including the date fixed for redemption on Securities to be redeemed
on such sinking fund payment date pursuant to this Section 5.04. 
 (c) The Trustee shall not redeem any
Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on any Securities of such series or of any
Event of Default (other than an Event of Default occurring as a consequence of this paragraph) of which a Responsible Officer of the Trustee has actual knowledge, except that if the notice of redemption of any Securities of such series shall
theretofore have been mailed in accordance with the provisions hereof, the Trustee shall redeem such Securities if funds sufficient for that purpose shall be deposited with the Trustee in accordance with the terms of this Article. Except as
aforesaid, any moneys in the sinking fund at the time any such Default or Event of Default shall occur and any moneys thereafter paid into the sinking fund shall, during the continuance of such Default or Event of Default, be held as security for
the payment of all the Securities of such series; provided, however, that in case such Default or Event of Default shall have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date on
which such moneys are required to be applied pursuant to the provisions of this Section 5.04. 
  

 31 








 ARTICLE VI 
 PARTICULAR COVENANTS OF THE COMPANY 
 The
Company hereby covenants and agrees as follows: 
 Section 6.01 Payments of Securities. The Company will duly and
punctually pay the principal of and premium, if any, on each series of Securities, and the interest which shall have accrued thereon, at the dates and place and in the manner provided in the Securities and in this Indenture. 
 Section 6.02 Paying Agent. 
 (a) The Company will maintain in each Place of Payment for any series of Securities, if any, an office or agency where Securities may be presented or surrendered for payment, where Securities of such
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 and this Indenture may be served (the “Paying Agent”). 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 Paying Agent to receive all presentations, surrenders, notices and
demands. 
 (b) The Company may also from time to time designate different or additional offices or agencies
where the Securities of any series may be presented or surrendered for any or all such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and of any change
in the location of any such different or additional office or agency. The Company shall enter into an appropriate agency agreement with any Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture
that relate to such agent. The Company shall notify the Trustee of the name and address of each such agent. The Company or any Affiliate thereof may act as Paying Agent. 
 Section 6.03 To Hold Payment in Trust. 
 (a) If the
Company or an Affiliate thereof shall at any time act as Paying Agent with respect to any series of Securities, then, on or before the date on which the principal of and premium, if any, or interest on any of the Securities of that series by their
terms or as a result of the calling thereof for redemption shall become payable, the Company or such Affiliate will segregate and hold in trust for the benefit of the Holders of such Securities or the Trustee a sum sufficient to pay such principal
and premium, if any, or interest which shall have so become payable until such sums shall be paid to such Holders or otherwise disposed of as herein provided, and will notify the Trustee of its action or failure to act in that regard. Upon any
proceeding under any federal bankruptcy laws with respect to the Company or any Affiliate thereof, if the Company or such Affiliate is then acting as Paying Agent, the Trustee shall replace the Company or such Affiliate as Paying Agent. 

 

 32 








 (b) If the Company shall appoint, and at the time have, a Paying Agent for
the payment of the principal of and premium, if any, or interest on any series of Securities, then prior to 11:00 a.m., New York City time, on the date on which the principal of and premium, if any, or interest on any of the Securities of that
series shall become payable as aforesaid, whether by their terms or as a result of the calling thereof for redemption, the Company will deposit with such Paying Agent a sum sufficient to pay such principal and premium, if any, or interest, such sum
to be held in trust for the benefit of the Holders of such Securities or the Trustee, and (unless such Paying Agent is the Trustee), the Company or any other obligor of such Securities will promptly notify the Trustee of its payment or failure to
make such payment. 
 (c) If the Paying Agent shall be other than the Trustee, the Company will cause such Paying
Agent 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 6.03, that such Paying Agent shall: 
 (i) hold all moneys held by it for the payment of the principal of and premium, if any, or interest on the Securities of that
series in trust for the benefit of the Holders of such Securities until such sums shall be paid to such Holders or otherwise disposed of as herein provided; 
 (ii) give to the Trustee notice of any Default by the Company or any other obligor upon the Securities of that series in the
making of any payment of the principal of and premium, if any, or interest on the Securities of that series; and 
 (iii) at any time during the continuance of any such Default, upon the written request of the Trustee, pay to the Trustee all sums so held in trust by such Paying Agent. 
 (d) Anything in this Section 6.03 to the contrary notwithstanding, the Company may at any time, for the purpose of
obtaining a release, satisfaction or discharge of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or by any Paying Agent other than the Trustee as required by this
Section 6.03, 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. 
 (e) 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 and premium, if any, or interest on any Security of any series and
remaining unclaimed for two years after such principal and premium, if any, or interest has become due and payable shall be paid to the Company upon Company Order along with any interest that has accumulated thereon as a result of such money being
invested at the direction of the Company, 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 of such amounts
without interest thereon, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee

  

 33 








 
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 6.04 Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: 
 (a) The Company will not consolidate with any other entity or accept a merger of any other entity into the Company or permit
the Company to be merged into any other entity, or sell other than for cash or lease all or substantially all its assets to another entity, or purchase all or substantially all the assets of another entity, unless (i) either the Company shall
be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation,
merger, sale or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders
and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; (ii) immediately after such consolidation, merger, sale, lease or purchase the Company or the successor, transferee or lessee entity (if
other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture; and (iii) either the Company or the resulting surviving or transferee Person delivers to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that the consolidation, merger or sale and the supplemental indenture comply with the Indenture. A purchase by a Subsidiary of all or substantially all of the assets of another entity shall not be
deemed to be a purchase of such assets by the Company. 
 (b) Upon any consolidation with or merger into any
other entity, or any sale other than for cash, or any conveyance or lease of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the
Company is merged or to which the Company is sold 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 entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such
entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of
Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such
lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon
be dissolved and liquidated. 
  

 34 








 Section 6.05 Compliance Certificate. Except as otherwise provided as
contemplated by Section 3.01 with respect to any series of Securities, the Company shall furnish to the Trustee annually, within 120 days after the end of each fiscal year, a brief certificate from the principal executive officer, principal
financial officer, principal accounting officer or vice president and treasurer as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture (which compliance shall be determined without regard
to any period of grace or requirement of notice provided under this Indenture) and, in the event of any Default, specifying each such Default and the nature and status thereof of which such person may have knowledge. Such certificates need not
comply with Section 16.01 of this Indenture. The Company shall comply with TIA Section 314(a)(4). 
 Section 6.06
Conditional Waiver by Holders of Securities. Anything in this Indenture to the contrary notwithstanding, the Company may fail or omit in any particular instance to comply with a covenant or condition set forth herein with respect to any
series of Securities if the Company shall have obtained and filed with the Trustee, prior to the time of such failure or omission, evidence (as provided in Article VIII) of the consent of the Holders of a majority in aggregate principal amount of
the Securities of such series at the time Outstanding, either waiving such compliance in such instance or generally waiving compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to
the extent so expressly waived, or impair any right consequent thereon and, until such waiver shall have become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full
force and effect. 
 Section 6.07 Statement by Officers as to Default. The Company shall deliver to the Trustee as
soon as possible and in any event within 30 days after the Company becomes aware of the occurrence of any Event of Default or an event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default, an
Officer’s Certificate setting forth the details of such Event of Default or Default and the action which the Company proposes to take with respect thereto. 
 ARTICLE VII 
 REMEDIES OF TRUSTEE AND SECURITYHOLDERS

 Section 7.01 Events of Default. Except where otherwise indicated by the context or where the term is
otherwise defined for a specific purpose, the term “Event of Default” as used in this Indenture with respect to Securities of any series shall mean one of the following described events unless it is either inapplicable to a particular
series or it is specifically deleted or modified in the manner contemplated in Section 3.01: 
 (a) the
failure of the Company to pay any installment of interest on any Security of such series when and as the same shall become payable, which failure shall have continued unremedied for a period of 30 days; 
 (b) the failure of the Company to pay the principal of (and premium, if any, on) any Security of such series, when and as the
same shall become payable, whether at Maturity as therein expressed, by call for redemption (otherwise than pursuant to a sinking fund), by declaration as authorized by this Indenture or otherwise; 
  

 35 








 (c) the failure of the Company to pay a sinking fund installment, if any,
when and as the same shall become payable by the terms of a Security of such series, which failure shall have continued unremedied for a period of 30 days; 
 (d) the failure of the Company, subject to the provisions of Section 6.06, to perform any covenants or agreements contained in this Indenture (including any indenture supplemental hereto pursuant to
which the Securities of such series were issued as contemplated by Section 3.01) (other than a covenant or agreement which has been expressly included in this Indenture solely for the benefit of a series of Securities other than that series and
other than a covenant or agreement a default in the performance of which is elsewhere in this Section 7.01 specifically addressed), which failure shall not have been remedied, or without provision deemed to be adequate for the remedying thereof
having been made, for a period of 90 days after written notice shall have been given to the Company by the Trustee or shall have been given to the Company and the Trustee by Holders of 25% or more in aggregate principal amount of the Securities of
such series then Outstanding, specifying such failure, requiring the Company to remedy the same and stating that such notice is a “Notice of Default” hereunder; 
 (e) the entry by a court having jurisdiction in the premises of a decree or order for relief in respect of the Company in an
involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee or sequestrator (or similar official) of the Company or of substantially all the property of the Company or ordering the winding-up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a
period of 90 consecutive days; 
 (f) the commencement by the Company of a voluntary case under the federal
bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Company to the entry of an order for relief in an involuntary
case under any such law, or the consent by the Company to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or similar official) of the Company or of substantially all the property of
the Company or the making by it of an assignment 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
action; or 
 (g) the occurrence of any other Event of Default with respect to Securities of such series as
provided in Section 3.01; 
 provided, however, that no event described in clause (d) or (other than with respect to a payment
default) (g) above shall constitute an Event of Default hereunder until a Responsible Officer of the Trustee’s 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. 
  

 36 








 Notwithstanding the foregoing provisions of this Section 7.01, if the principal or any
premium or interest on any Security is payable in a Currency other than the Currency of the United States and such Currency is not available to the Company for making payment thereof due to the imposition of exchange controls or other circumstances
beyond the control of the Company, the Company will be entitled to satisfy its obligations to Holders of the Securities by making such payment in the Currency of the United States in an amount equal to the Currency of the United States equivalent of
the amount payable in such other Currency, as determined by the Company’s agent in accordance with Section 3.11(c) hereof by reference to the noon buying rate in The City of New York for cable transfers for such Currency (“Exchange
Rate”), as such Exchange Rate is reported or otherwise made available by the Federal Reserve Bank of New York on the date of such payment, or, if such rate is not then available, on the basis of the most recently available Exchange Rate.
Notwithstanding the foregoing provisions of this Section 7.01, any payment made under such circumstances in the Currency of the United States where the required payment is in a Currency other than the Currency of the United States will not
constitute an Event of Default under this Indenture. 
 Section 7.02 Acceleration; Rescission and Annulment.

 (a) Except as otherwise provided as contemplated by Section 3.01 with respect to any series of
Securities, if any one or more of the above-described Events of Default (other than an Event of Default specified in Section 7.01(e) or 7.01(f)) shall happen with respect to Securities of any series at the time Outstanding, then, and in each
and every such case, during the continuance of any such Event of Default, the Trustee or the Holders of 25% or more in principal amount of the Securities of such series then Outstanding may declare the principal (or, if the Securities of that series
are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of and all accrued but unpaid interest on all the Securities of such series then Outstanding 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 7.01(e) or 7.01(f) 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. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.01 and except as otherwise provided pursuant to Section 3.01), all
obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminate. 
 (b) The provisions of Section 7.02(a), however, are subject to the condition that, at any time after the principal of all the Securities of such series, to which any one or more of the
above-described Events of Default is applicable, shall have been so declared to be due and payable, and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article, the 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: 

(i) the Company has paid or deposited with the Trustee or Paying Agent a sum in the Currency in which such Securities are
denominated (subject to Section 7.01 and except as otherwise provided pursuant to Section 3.01) sufficient to pay 
 (A) all amounts owing the Trustee and any predecessor trustee hereunder under Section 11.01(a) (provided, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars);

  

 37 








 (B) all arrears of interest, if any, upon all the Securities of such series
(with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and 
 (C) the principal of and premium, if any, on any Securities of such series that have become due otherwise than by such
declaration of acceleration and interest thereon; 
 (ii) every other Default and Event of Default with respect
to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 7.06. 
 (c) No such rescission shall affect any subsequent default or impair any right consequent thereon. 
 (d) For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have
been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be
deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities. 
 Section 7.03 Other Remedies. If the Company shall fail for a period of 30 days to pay any installment of interest on the Securities of any series or shall fail to pay the principal of and
premium, if any, on any of the Securities of such series when and as the same shall become due and payable, whether at Maturity, or by call for redemption (other than pursuant to the sinking fund), by declaration as authorized by this Indenture, or
otherwise, or shall fail for a period of 30 days to make any required sinking fund payment as to a series of Securities, then, upon demand of the Trustee, the Company will pay to the Paying Agent for the benefit of the Holders of Securities of such
series then Outstanding the whole amount which then shall have become due and payable on all the Securities of such series, with interest on the overdue principal and premium, if any, and (so far as the same may be legally enforceable) on the
overdue installments of interest at the rate borne by the Securities of such series, and all amounts owing the Trustee and any predecessor trustee hereunder under Section 11.01(a). 
  

 38 








 In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee,
in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to
judgment or final decree, and may enforce any such judgment or final decree against the Company or any other obligor upon the Securities of such series, and collect the moneys adjudged or decreed to be payable out of the property of the Company or
any other obligor upon the Securities of such series, wherever situated, in the manner provided by law. Every recovery of judgment in any such action or other proceeding, subject to the payment to the Trustee of all amounts owing the Trustee and any
predecessor trustee hereunder under Section 11.01(a), shall be for the ratable benefit of the Holders of such series of Securities which shall be the subject of such action or proceeding. All rights of action upon or under any of the Securities
or this Indenture may be enforced by the Trustee without the possession of any of the Securities and without the production of any thereof at any trial or any proceeding relative thereto. 
 Section 7.04 Trustee as Attorney-in-Fact. The Trustee is hereby appointed, and each and every Holder of the Securities, by
receiving and holding the same, shall be conclusively deemed to have appointed the Trustee, the true and lawful attorney-in-fact of such Holder, with authority to make or file (whether or not the Company shall be in Default in respect of the payment
of the principal of, or interest on, any of the Securities, and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest), in its own name and as trustee of an express trust or
otherwise as it shall deem advisable, in any receivership, insolvency, liquidation, bankruptcy, reorganization or other judicial proceeding relative to the Company or any other obligor upon the Securities or to their respective creditors or
property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents and amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and any predecessor trustee
hereunder (including any claims for reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel) and of the Holders of the Securities allowed in any such proceeding and to collect and receive any moneys
or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any
such proceeding any of the claims of the Trustee and any predecessor trustee hereunder and of any of such Holders in respect of any of the Securities; and any receiver, assignee, trustee, custodian, liquidator, debtor or a similar official in any
such proceeding is hereby authorized, and each and every taker or Holder of the Securities, by receiving and holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, trustee, custodian, liquidator, debtor or a
similar official to make any such payment or delivery only to or on the order of the Trustee, and to pay to the Trustee any amount due it and any predecessor trustee hereunder for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and its counsel and any other amounts due under Section 11.01(a); provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any
Holder of Securities, any plan of reorganization, composition, adjustment or other similar arrangement affecting the Securities or the rights of any Holder thereof, or to authorize or empower the Trustee to vote in respect of the claim of any Holder
of any Securities in any such proceeding. 
  

 39 








 Section 7.05 Priorities. Any moneys or properties collected by the Trustee with
respect to a series of Securities under this Article VII shall be applied in the order following, at the date or dates fixed by the Trustee for the distribution of such moneys or properties and, in the case of the distribution of such moneys or
properties on account of the Securities of any series, upon presentation of the Securities of such series, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid: 
 First: To the payment of all amounts due to the Trustee and any predecessor trustee hereunder under Section 11.01(a).

 Second: In case the principal of the Outstanding Securities of such series shall not have become due and be
unpaid, to the payment of interest on the Securities of such series, in the chronological order of the Maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue
installments of interest at the rate borne by such Securities, such payments to be made ratably to the Persons entitled thereto. 
 Third: In case the principal of the Outstanding Securities of such series shall have become due, by declaration or otherwise, to the payment of the whole amount then owing and unpaid upon the Securities
of such series for principal and premium, if any, and interest, with interest on the overdue principal and premium, if any, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the rate
borne by the Securities of such series, and in case such moneys shall be insufficient to pay in full the whole amounts so due and unpaid upon the Securities of such series, then to the payment of such principal and premium, if any, and interest
without preference or priority of principal and premium, if any, over interest, or of interest over principal and premium, if any, or of any installment of interest over any other installment of interest, or of any Security of such series over any
other Security of such series, ratably to the aggregate of such principal and premium, if any, and accrued and unpaid interest. 
 Any surplus
then remaining shall be paid to the Company or as directed by a court of competent jurisdiction. 
 Section 7.06 Control
by Securityholders; Waiver of Past Defaults. The Holders of a majority in principal amount of the Securities of any series at the time Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the
Trustee hereunder, or of exercising any trust or power hereby conferred upon the Trustee with respect to the Securities of such series, provided, however, that, subject to the provisions of Sections 11.01 and 11.02, the Trustee shall have the right
to decline to follow any such direction if the Trustee being advised by counsel determines that the action so directed may not lawfully be taken or would be unduly prejudicial to Holders not joining in such direction or would involve the Trustee in
personal liability. Prior to any declaration accelerating the Maturity of the Securities of any series, the Holders of a majority in aggregate principal amount of such series of Securities at the time Outstanding may on behalf of the Holders of all
of the Securities of such series waive any past

  

 40 








 
Default or Event of Default hereunder and its consequences except a Default in the payment of interest or any premium on or the principal of the Securities of such series. Upon any such waiver
the Company, the Trustee and the Holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 7.06, said Default or Event of Default shall for all purposes of the Securities of such series and this
Indenture be deemed to have been cured and to be not continuing. 
 Section 7.07 Limitation on Suits. No Holder of
any Security of any series shall have any right to institute any action, suit or proceeding at law or in equity for the execution of any trust hereunder or for the appointment of a receiver or for any other remedy hereunder, in each case with
respect to an Event of Default with respect to such series of Securities, unless such Holder previously shall have given to the Trustee written notice of one or more of the Events of Default herein specified with respect to such series of
Securities, and unless also the Holders of 25% in principal amount of the Securities of such series then Outstanding shall have requested the Trustee in writing to take action in respect of the matter complained of, and unless also there shall have
been offered to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after receipt of such notification, request and offer of indemnity,
shall have neglected or refused to institute any such action, suit or proceeding; and such notification, request and offer of indemnity are hereby declared in every such case to be conditions precedent to any such action, suit or proceeding by any
Holder of any Security of such series; it being understood and intended that no one or more of the Holders of Securities of such series shall have any right in any manner whatsoever by his, her, its or their action to enforce any right hereunder,
except in the manner herein provided, and that every action, suit or proceeding at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Holders of the Outstanding Securities of such
series; provided, however, that nothing in this Indenture or in the Securities of such series shall affect or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on the
Securities of such series to the respective Holders of such Securities at the respective due dates in such Securities stated, or affect or impair the right, which is also absolute and unconditional, of such Holders to institute suit to enforce the
payment thereof. 
 Section 7.08 Undertaking for Costs. All parties to this Indenture and each Holder of any
Security, by such Holder’s acceptance thereof, shall be deemed to have agreed that any court may in its discretion require, in any action, suit or proceeding for the enforcement of any right or remedy under this Indenture, or in any action,
suit or proceeding against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such action, suit or proceeding of an undertaking to pay the costs of such action, suit or proceeding, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such action, suit or proceeding, having due regard to the merits and good faith of the claims or defenses made by
such party litigant; provided, however, that the provisions of this Section 7.08 shall not apply to any action, suit or proceeding instituted by the Trustee, to any action, suit or proceeding instituted by any one or more Holders of Securities
holding in the aggregate more than 10% in principal amount of the Securities of any series Outstanding, or to any action, suit or proceeding instituted by any Holder of Securities of any series for the enforcement of the payment of the principal of
or premium, if any, or the interest on, any of the Securities of such series, on or after the respective due dates expressed in such Securities. 
  

 41 








 Section 7.09 Remedies Cumulative. No remedy herein conferred upon or reserved to
the Trustee or to the Holders of Securities of any series is intended to be exclusive of any other remedy or remedies, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute. No delay or omission of the Trustee or of any Holder of the Securities of any series to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power or
shall be construed to be a waiver of any such Default or Event of Default or an acquiescence therein; and every power and remedy given by this Article VII to the Trustee and to the Holders of Securities of any series, respectively, may be exercised
from time to time and as often as may be deemed expedient by the Trustee or by the Holders of Securities of such series, as the case may be. In case the Trustee or any Holder of Securities of any series shall have proceeded to enforce any right
under this Indenture and the proceedings for the enforcement thereof shall have been discontinued or abandoned because of waiver or for any other reason or shall have been adjudicated adversely to the Trustee or to such Holder of Securities, then
and in every such case the Company, the Trustee and the Holders of the Securities of such series shall severally and respectively be restored to their former positions and rights hereunder, and thereafter all rights, remedies and powers of the
Trustee and the Holders of the Securities of such series shall continue as though no such proceedings had been taken, except as to any matters so waived or adjudicated. 
 ARTICLE VIII 
 CONCERNING THE SECURITYHOLDERS 
 Section 8.01 Evidence of Action of Securityholders. Whenever in this Indenture it is provided that the Holders of a specified
percentage or a majority in aggregate principal amount of the Securities or of any series of Securities may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action the Holders of such specified percentage or majority have joined therein may be evidenced by (a) any instrument or any number of instruments of similar tenor executed by
Securityholders in person, by an agent or by a proxy appointed in writing, including through an electronic system for tabulating consents operated by the Depositary for such series or otherwise (such action becoming effective, except as herein
otherwise expressly provided, when such instruments or evidence of electronic consents are delivered to the Trustee and, where it is hereby expressly required, to the Company), or (b) by the record of the Holders of Securities voting in favor
thereof at any meeting of Securityholders duly called and held in accordance with the provisions of Article IX, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Securityholders. 
  

 42 








 Section 8.02 Proof of Execution or Holding of Securities. Proof of the execution
of any instrument by a Securityholder or his, her or its agent or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner: 
 (a) The fact and date of the execution by any Person of any such instrument may be proved (i) by the certificate of any
notary public or other officer in any jurisdiction who, by the laws thereof, has power to take acknowledgments or proof of deeds to be recorded within such jurisdiction, that the Person who signed such instrument did acknowledge before such notary
public or other officer the execution thereof, or (ii) by the affidavit of a witness of such execution sworn to before any such notary or other officer. Where such execution is by a Person acting in other than his or her individual capacity,
such certificate or affidavit shall also constitute sufficient proof of his or her authority. 
 (b) The
ownership of Securities of any series shall be proved by the Register of such Securities or by a certificate of the Registrar for such series. 
 (c) The record of any Holders’ meeting shall be proved in the manner provided in Section 9.06. 
 (d) The Trustee may require such additional proof of any matter referred to in this Section 8.02 as it shall deem appropriate or necessary, so long as the request is a reasonable one. 
 (e) If the Company shall solicit from the Holders of Securities of any series any action, the Company may, at its option fix
in advance a record date for the determination of Holders of Securities entitled to take such action, but the Company shall have no obligation to do so. Any such record date shall be fixed at the Company’s discretion. If such a record date is
fixed, such action may be sought or given before or after the record date, but only the Holders of Securities of record at the close of business on such record date shall be deemed to be Holders of Securities for the purpose of determining whether
Holders of the requisite proportion of Outstanding Securities of such series have authorized or agreed or consented to such action, and for that purpose the Outstanding Securities of such series shall be computed as of such record date. 

Section 8.03 Persons Deemed Owners. 
 (a) The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Security is
registered as the owner of such Security for the purpose of receiving payment of principal of and premium, if any, and (subject to Section 3.08) interest, if any, on, such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. All payments made to any Holder, or upon his, her or its order, shall be valid, and, to the extent of
the sum or sums paid, effectual to satisfy and discharge the liability for moneys payable upon such Security. 
 (b) None of the Company, the Trustee, any Paying Agent or the Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security
or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 
 Section 8.04
Effect of Consents. After an amendment, supplement, waiver or other action becomes effective as to any series of Securities, a consent to it by a Holder of such series of Securities is a continuing consent conclusive and binding upon such
Holder and every subsequent Holder of the same Securities or portion thereof, and of any Security issued upon the transfer thereof or in exchange therefor or in place thereof, even if notation of the consent is not made on any such Security. An
amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 
  

 43 








 ARTICLE IX 
 SECURITYHOLDERS’ MEETINGS 
 Section 9.01 Purposes of Meetings. A meeting of Securityholders of any or all series may be called at any time and from time to time pursuant to the provisions of this Article IX for any of the following purposes: 
 (a) to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the
waiving of any Default or Event of Default hereunder and its consequences, or to take any other action authorized to be taken by Securityholders pursuant to any of the provisions of Article VIII; 
 (b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article XI; 
 (c) to consent to the execution of an Indenture or of indentures supplemental hereto pursuant to the provisions of
Section 14.02; or 
 (d) to take any other action authorized to be taken by or on behalf of the Holders of
any specified aggregate principal amount of the Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law. 
 Section 9.02 Call of Meetings by Trustee. The Trustee may at any time call a meeting of all Securityholders of all series that
may be affected by the action proposed to be taken, to take any action specified in Section 9.01, to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the Securityholders of a series, setting
forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed to Holders of Securities of such series at their addresses as they shall appear on the Register of the Company. Such
notice shall be mailed not less than 20 nor more than 90 days prior to the date fixed for the meeting. 
 Section 9.03
Call of Meetings by Company or Securityholders. In case at any time the Company or the Holders of at least 10% in aggregate principal amount of the Securities of a series (or of all series, as the case may be) then Outstanding that may be
affected by the action proposed to be taken, shall have requested the Trustee to call a meeting of Securityholders of such series (or of all series), by written request setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Company or such Securityholders may determine the time and the place for such meeting and may call such meeting to take
any action authorized in Section 9.01, by mailing notice thereof as provided in Section 9.02. 
 Section 9.04
Qualifications for Voting. To be entitled to vote at any meeting of Securityholders, a Person shall (a) be a Holder of one or more Securities affected by the action proposed to be taken at the meeting or (b) be a Person appointed by
an instrument in writing as 
  

 44 








 
proxy by a Holder of one or more such Securities. The only Persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel. 
 Section 9.05 Regulation of Meetings. 
 (a)
Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholders, in regard to proof of the holding of Securities and of the appointment of proxies,
and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem fit.

 (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the
meeting shall have been called by the Company or by Securityholders as provided in Section 9.03, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chair. A
permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. 
 (c) At any meeting of Securityholders of a series, each Securityholder of such series of such Securityholder’s proxy shall be entitled to one vote for each $1,000 principal amount of Securities of such series Outstanding held or
represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall
have no right to vote other than by virtue of Securities of such series held by him or her or instruments in writing as aforesaid duly designating him or her as the Person to vote on behalf of other Securityholders. At any meeting of the
Securityholders duly called pursuant to the provisions of Section 9.02 or 9.03 the presence of Persons holding or representing Securities in an aggregate principal amount sufficient to take action upon the business for the transaction of which
such meeting was called shall be necessary to constitute a quorum, and any such meeting may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without
further notice. 
 Section 9.06 Voting. The vote upon any resolution submitted to any meeting of Securityholders of
a series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts of the Securities of such series held or represented by them.
The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in Section 9.02.
The record shall show the principal amounts of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates
shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee. 
  

 45 








 Any record so signed and verified shall be conclusive evidence of the matters therein
stated. 
 Section 9.07 No Delay of Rights by Meeting. Nothing contained in this Article IX shall be deemed or
construed to authorize or permit, by reason of any call of a meeting of Securityholders of any series or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred
upon or reserved to the Trustee or to the Securityholders of such series under any of the provisions of this Indenture or of the Securities of such series. 
 ARTICLE X 
 REPORTS BY THE COMPANY AND THE TRUSTEE AND

 SECURITYHOLDERS’ LISTS 
 Section 10.01 Reports by Trustee. 
 (a) So long as any Securities are outstanding, the Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided therein. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each anniversary following the date of this Indenture deliver to Holders a brief
report which complies with the provisions of such Section 313(a). 
 (b) The Trustee shall, at the time of
the transmission to the Holders of Securities of any report pursuant to the provisions of this Section 10.01, file a copy of such report with each stock exchange upon which the Securities are listed, if any, and also with the SEC in respect of
a Security listed and registered on a national securities exchange, if any. The Company agrees to notify the Trustee when, as and if the Securities become listed on any stock exchange or any delisting thereof. 
 The Company will reimburse the Trustee for all expenses incurred in the preparation and transmission of any report pursuant to the
provisions of this Section 10.01 and of Section 10.02. 
 Section 10.02 Reports by the Company. The
Company shall file with the Trustee and the SEC, 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; provided that, unless available on EDGAR, any such information, documents or reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 30 days
after the same is filed with the SEC; and provided further, that the filing of the reports specified in Section 13 or 15(d) of the Exchange Act by an entity that is the direct or indirect parent of the Company will satisfy the requirements of
this Section 10.02 so long as such entity is an obligor or guarantor on the Securities; and provided further that the reports of such entity will not be required to include condensed consolidating financial information for the Company in a
footnote to the financial statements of such entity. 
  

 46 








 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 (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). 
 Section 10.03
Securityholders’ Lists. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee: 
 (a) semi-annually, within 15 days after each Record Date, but in any event not less frequently than semi-annually, a list in such form as the Trustee may reasonably require of the names and addresses of
the Holders of Securities to which such Record Date applies, as of such Record Date, and 
 (b) at such other
times as the Trustee may request in writing, within 30 days after 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; 
 provided, however, that so long as the Trustee shall be the Registrar, such lists shall not be required to be furnished; and provided, further, that the
Trustee shall not be held accountable by reason of (i) the disclosure of any information as to the names and addresses of the Holders in accordance with the TIA Section 312, regardless of the source from which the information was derived
and (ii) mailing any material pursuant to a request made under TIA Section 312. 
 ARTICLE XI 
 CONCERNING THE TRUSTEE 
 Section 11.01 Rights of Trustees; Compensation and Indemnity. The Trustee accepts the trusts created by this Indenture upon the terms and conditions hereof, including the following, to all of
which the parties hereto and the Holders from time to time of the Securities agree: 
 (a) The Trustee shall be
entitled to such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (including in any agent capacity in which it acts). The compensation of the Trustee shall not be limited
by any provision of law in regard to the compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the reasonable compensation and expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its own gross
negligence, bad faith or willful misconduct. 
 The Company also agrees to indemnify each of the Trustee and any predecessor
Trustee hereunder for, and to hold it harmless against, any and all loss, liability, damage, claim, or expense including taxes (other than taxes based on the income of the Trustee) incurred without its own

  

 47 








 
negligence, bad faith or willful misconduct, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder and the performance of its duties (including in
any agent capacity in which it acts), as well as 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 attributable to its
gross negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have
one separate counsel of its selection and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. 
 As security for the performance of the obligations of the Company under this Section 11.01(a), the Trustee shall have a lien upon all
property and funds held or collected by the Trustee as such, except funds held in trust by the Trustee to pay principal of and interest on any Securities. Notwithstanding any provisions of this Indenture to the contrary, the obligations of the
Company to compensate and indemnify the Trustee under this Section 11.01(a) shall survive the resignation or removal of the Trustee, the termination of this Indenture and any satisfaction and discharge under Article XII. When the Trustee incurs
expenses or renders services in connection with an Event of Default specified in clause (e) or (f) of Section 7.01 occurs, the expenses (including the reasonable charges of its counsel) and compensation for the services are intended
to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or similar laws. 
 (b) The Trustee may execute any of the trusts or powers hereof or perform any duties hereunder either directly or by or through its agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of
any agent or attorney appointed with due care by it hereunder. 
 (c) The Trustee shall not be responsible in any
manner whatsoever for the correctness of the recitals herein or in the Securities (except its certificates of authentication thereon) contained, all of which are made solely by the Company; and the Trustee shall not be responsible or accountable in
any manner whatsoever for or with respect to the validity or execution or sufficiency of this Indenture or of the Securities (except its certificates of authentication thereon), and the Trustee makes no representation with respect thereto, except
that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to
the Company are true and accurate, subject to the qualifications set forth therein. The Trustee shall not be accountable for the use or application by the Company of any Securities, or the proceeds of any Securities, authenticated and delivered by
the Trustee in conformity with the provisions of this Indenture. 
 (d) The Trustee may consult with counsel of
its selection, and, to the extent permitted by Section 11.02, any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Trustee hereunder in good faith and in
accordance with such Opinion of Counsel. 
  

 48 








 (e) The Trustee, to the extent permitted by Section 11.02, may rely
upon the certificate of the Secretary or one of the Assistant Secretaries of the Company as to the adoption of any Board Resolution or resolution of the stockholders of the Company, and any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by, and whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the
Trustee may rely upon, an Officer’s Certificate of the Company (unless other evidence in respect thereof be herein specifically prescribed). 
 (f) Subject to Section 11.04, the Trustee or any agent of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 310(b) and 311
of the Trust Indenture Act, may otherwise deal with the Company with the same rights it would have had if it were not the Trustee or such agent. 
 (g) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by
it hereunder except as otherwise agreed in writing with the Company. 
 (h) Any action taken by the Trustee
pursuant to any provision hereof at the request or with the consent of any Person who at the time is the Holder of any Security shall be conclusive and binding in respect of such Security upon all future Holders thereof or of any Security or
Securities which may be issued for or in lieu thereof in whole or in part, whether or not such Security shall have noted thereon the fact that such request or consent had been made or given. 
 (i) Subject to the provisions of Section 11.02, the Trustee may conclusively rely and shall be fully protected in acting
or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, other evidence of indebtedness or other paper or document (whether in its original or
facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties. 
 (j) Subject to the provisions of Section 11.02, the Trustee shall not be under any obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders of the
Securities, pursuant to any provision of this Indenture, unless one or more of the Holders of the Securities shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred
by it therein or thereby. 
 (k) Subject to the provisions of Section 11.02, the Trustee shall not be liable
for any action taken or omitted by it in good faith and believed by it to be authorized or within its discretion or within the rights or powers conferred upon it by this Indenture. 
 (l) Subject to the provisions of Section 11.02, the Trustee shall not be deemed to have knowledge or notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless the Holders of not less than 25% of the Outstanding Securities notify the Trustee thereof, and such notice references the Securities and
this Indenture. 
  

 49 








 (m) Subject to the provisions of the first paragraph of Section 11.02,
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of
Indebtedness or other paper or document, but the Trustee, may, but shall not be required to, make further inquiry or investigation into such facts or matters as it may see fit, and if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled with the prior consent of the Company, which shall not be unreasonably withheld, to examine the books, records and premises of the Company. 
 (n) 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 11.02 Duties of Trustee. 
 (a) If one or more of the Events of Default specified in Section 7.01 with respect to the Securities of any series shall have happened, then, during the continuance thereof, the Trustee shall, with
respect to such Securities, exercise such of the rights and powers vested in it by this Indenture, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs. 
 (b) None of the provisions of this Indenture shall be construed as relieving
the Trustee from liability for its own negligent action, negligent failure to act, or its own willful misconduct, except that, anything in this Indenture contained to the contrary notwithstanding, 
 (i) unless and until an Event of Default specified in Section 7.01 with respect to the Securities of any series shall
have happened which at the time is continuing, 
 (A) the Trustee undertakes to perform such duties and only
such duties with respect to the Securities of that series as are specifically set out in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee, whose duties and obligations shall be determined
solely by the express provisions of this Indenture; and 
 (B) the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on the part of the Trustee, upon certificates or opinions furnished to the Trustee pursuant to the express provisions of this Indenture; but
in the case of any such certificates or opinions which, by the provisions of this Indenture, are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein); 
  

 50 








 (ii) the Trustee shall not be liable to any Holder of Securities or to any
other Person for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (iii) the Trustee shall not be liable to any Holder of Securities or to any other Person with respect to any action taken or
omitted to be taken by it in good faith, in accordance with the direction of Securityholders given as provided in Section 7.06, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred upon the Trustee by this Indenture. 
 (c) None of the provisions of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 
 (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section 11.02. 
 Section 11.03 Notice of Defaults. Within 90 days after the occurrence
thereof, and if known to the Trustee, the Trustee shall give to the Holders of the Securities of a series notice of each Default or Event of Default with respect to the Securities of such series known to the Trustee, by transmitting such notice to
Holders at their addresses as the same shall then appear on the Register of the Company, unless such Default shall have been cured or waived before the giving of such notice (the term “Default” being hereby defined to be the events
specified in Section 7.01, which are, or after notice or lapse of time or both would become, Events of Default as defined in said Section). Except in the case of a Default or Event of Default in payment of the principal of, premium, if any, or
interest on any of the Securities of such series when and as the same shall become payable, or to make any sinking fund payment as to Securities of the same series, the Trustee shall be protected in withholding such notice, if and so long as a
Responsible Officer or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Securities of such series. 
 Section 11.04 Eligibility; Disqualification. 
 (a) The Trustee shall at all times satisfy the requirements of TIA Section 310(a). The Trustee, together with its parent
company, shall have a combined capital and surplus of at least $50 million as set forth in its most recent published annual report of condition, and shall have a Corporate Trust Office. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 11.04, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 
  

 51 








 (b) The Trustee shall comply with TIA Section 310(b); provided,
however, that there shall be excluded from the operation of TIA Section 310(b)(i) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA Section 310(b)(i) are met. If the Trustee has or shall acquire a conflicting interest within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. If Section 310(b) of the Trust Indenture Act is amended any time after the date of this Indenture to
change the circumstances under which a Trustee shall be deemed to have a conflicting interest with respect to the Securities of any series or to change any of the definitions in connection therewith, this Section 11.04 shall be automatically
amended to incorporate such changes. 
 Section 11.05 Registration and Notice; Removal. The Trustee, or any
successor to it hereafter appointed, may at any time resign and be discharged of the trusts hereby created with respect to any one or more or all series of Securities by giving to the Company notice in writing. Such resignation shall take effect
upon the appointment of a successor Trustee and the acceptance of such appointment by such successor Trustee. Any Trustee hereunder may be removed with respect to any series of Securities at any time by the filing with such Trustee and the delivery
to the Company of an instrument or instruments in writing signed by the Holders of a majority in principal amount of the Securities of such series then Outstanding, specifying such removal and the date when it shall become effective. 
 If at any time: 
 (1) the Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months (or, if it is a shorter
period, the period since the initial issuance of the Securities of such series), or 
 (2) the Trustee shall cease to be
eligible under Section 11.04 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months (or, if it is a shorter period, the period since the
initial issuance of the Securities of such series), or 
 (3) the Trustee shall become incapable of acting or shall be adjudged
a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, 
 then, in any such case, (i) the Company by written notice to the Trustee may remove the Trustee and appoint a successor
Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e), any Securityholder who has been a bona fide Holder of a Security for at least six months (or, if it is a shorter period, the period since the initial issuance
of the Securities of such series) may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or
Trustees. 
  

 52 








 Upon its resignation or removal, any Trustee shall be entitled to the payment of reasonable
compensation for the services rendered hereunder by such Trustee and to the payment of all reasonable expenses incurred hereunder and all moneys then due to it hereunder. The Trustee’s rights to indemnification provided in Section 11.01(a)
shall survive its resignation or removal. 
 Section 11.06 Successor Trustee by Appointment. 
 (a) In case at any time the Trustee shall resign, or shall be removed (unless the Trustee shall be removed as provided in
Section 11.04(b), in which event the vacancy shall be filled as provided in said subdivision), or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be
appointed, or if any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation with respect to the Securities of one or more series, a successor Trustee
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 series) may be appointed by the Holders of a majority in principal amount of the Securities of that or those series then Outstanding, by an instrument or instruments in writing signed in duplicate by such
Holders and filed, one original thereof with the Company and the other with the successor Trustee; but, until a successor Trustee shall have been so appointed by the Holders of Securities of that or those series as herein authorized, the Company,
or, in case all or substantially all the assets of the Company shall be in the possession of one or more custodians or receivers lawfully appointed, or of trustees in bankruptcy or reorganization proceedings (including a trustee or trustees
appointed under the provisions of the federal bankruptcy laws, as now or hereafter constituted), or of assignees for the benefit of creditors, such receivers, custodians, trustees or assignees, as the case may be, by an instrument in writing, shall
appoint a successor Trustee with respect to the Securities of such series. Subject to the provisions of Sections 11.04 and 11.05, upon the appointment as aforesaid of a successor Trustee with respect to the Securities of any series, the Trustee with
respect to the Securities of such series shall cease to be Trustee hereunder. After any such appointment other than by the Holders of Securities of that or those series, the Person making such appointment shall forthwith cause notice thereof to be
mailed to the Holders of Securities of such series at their addresses as the same shall then appear on the Register of the Company but any successor Trustee with respect to the Securities of such series so appointed shall, immediately and without
further act, be superseded by a successor Trustee appointed by the Holders of Securities of such series in the manner above prescribed, if such appointment be made prior to the expiration of one year from the date of the mailing of such notice by
the Company, or by such receivers, trustees or assignees. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. 
 (b) If any Trustee with respect to the Securities of one or more series shall resign or be removed and a successor Trustee
shall not have been appointed by the Company or by the Holders of the Securities of such series or, if any successor Trustee so appointed shall not have accepted its appointment by way of notice to the Trustee, then within 30 days after providing
such

  

 53 








 
notice, the resigning Trustee at the expense of the Company may apply to any court of competent jurisdiction for the appointment of a successor Trustee. If in any other case a successor Trustee
shall not be appointed pursuant to the foregoing provisions of this Section 11.06 within three months after such appointment might have been made hereunder, the Holder of any Security of the applicable series or any retiring Trustee at the
expense of the Company may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, in any such case, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee.

 (c) Any successor Trustee appointed hereunder with respect to the Securities of one or more series shall
execute, acknowledge and deliver to its predecessor Trustee and to the Company, or to the receivers, trustees, assignees or court appointing it, as the case may be, an instrument accepting such appointment hereunder, and thereupon such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations with respect to such series of such predecessor Trustee with like effect as if originally
named as Trustee hereunder, and such predecessor Trustee, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to pay over, and such successor Trustee shall be entitled to receive, all moneys and properties
held by such predecessor Trustee as Trustee hereunder, subject nevertheless to its lien provided for in Section 11.01(a). Nevertheless, on the written request of the Company or of the successor Trustee or of the Holders of at least 10% in
principal amount of the Securities of such series then Outstanding, such predecessor Trustee, upon payment of its said charges and disbursements, shall execute and deliver an instrument transferring to such successor Trustee upon the trusts herein
expressed all the rights, powers and trusts of such predecessor Trustee and shall assign, transfer and deliver to the successor Trustee all moneys and properties held by such predecessor Trustee, subject nevertheless to its lien provided for in
Section 11.01(a); and, upon request of any such successor Trustee, the Company shall make, execute, acknowledge and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Trustee
all such authority, rights, powers, trusts, immunities, duties and obligations. 
 Section 11.07 Successor Trustee by
Merger, Conversion, Consolidation or Succession to Business. Any Person into which the Trustee or any successor to it in the trusts created by this Indenture shall be merged or converted, or any Person with which it or any successor to it shall
be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee or any such successor to it shall be a party, or any Person to which the Trustee or any successor to it shall sell or otherwise transfer all
or substantially all of the corporate trust business of the Trustee, shall be the successor Trustee under this Indenture without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that such
Person shall be otherwise qualified and eligible under this Article. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture with respect to one or more series of Securities, any of such Securities
shall have been authenticated but not delivered by the Trustee then in office, any successor to such Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Securities so authenticated; and in case at that
time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any
predecessor Trustee or authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation. 
  

 54 








 Section 11.08 Right to Rely on Officer’s Certificate. Subject to
Section 11.02, and subject to the provisions of Section 16.01 with respect to the certificates required thereby, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence, bad faith or willful misconduct on
the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate with respect thereto delivered to the Trustee, and such Officer’s Certificate, in the absence of negligence, bad faith or willful
misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof. 
 Section 11.09 Appointment of Authenticating Agent. The Trustee may appoint an agent (the “Authenticating Agent”)
reasonably acceptable to the Company to authenticate the Securities of the series issued upon exchange, registration of transfer or partial redemption thereof, and the Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. The Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent
will serve. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication and delivery by the Trustee includes
authentication and delivery by the Authenticating Agent. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. 
 Each Authenticating Agent shall at all times be a bank or trust company or corporation organized and doing business and in good standing
under the laws of the United States, 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 $50,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Article XI,
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 Article XI, it shall resign immediately in the manner and with the effect specified in this Article XI. 
 Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible
under this Article XI, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 
  

 55 








 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 11.09, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company
and shall give written notice of such appointment 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 11.09. 
 The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its
services under this Section 11.09, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 11.01. 
 Section 11.10 Communications by Securityholders with Other Securityholders. Holders of Securities may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders
with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the Trust Indenture Act with respect to such communications. 

ARTICLE XII 
 SATISFACTION AND DISCHARGE; DEFEASANCE 
 Section 12.01 Applicability of Article. If,
pursuant to Section 3.01, provision is made for the defeasance of Securities of a series and if the Securities of such series are denominated and payable only in U.S. Dollars (except as provided pursuant to Section 3.01), then the
provisions of this Article shall be applicable except as otherwise specified pursuant to Section 3.01 for Securities of such series. Defeasance provisions, if any, for Securities denominated in a Foreign Currency may be specified pursuant to
Section 3.01. 
 Section 12.02 Satisfaction and Discharge of Indenture. This Indenture, with respect to the
Securities of any series (if all series issued under this Indenture are not to be affected), shall, upon Company Order, cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of such Securities
herein expressly provided for and rights to receive payments of principal of and premium, if any, and interest on such Securities) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when, 
 (a) either: 
 (i) all Securities of such series theretofore authenticated and delivered (other than (A) Securities that have been
destroyed, lost or stolen and that have been replaced or paid as provided in Section 3.07 and (B) Securities for whose 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 6.03) have been delivered to the Trustee for cancellation; or 
  

 56 








 (ii) all Securities of such series not theretofore delivered to the Trustee
for cancellation, 
 (A) have become due and payable, or 
 (B) will become due and payable at their Stated Maturity within one year, or 
 (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice
by the Trustee in the name, and at the expense, of the Company, and the Company, 
 and in the case of (A), (B) or (C) above, has
deposited or caused to be deposited with the Trustee or Paying Agent as trust funds in trust for the purpose an amount in the Currency in which such Securities are denominated (except as otherwise provided pursuant to Section 3.01) sufficient
to pay and discharge the entire Indebtedness on such Securities for principal and premium, if any, and interest to the date of such deposit (in the case of Securities that have become due and payable) or to the Stated Maturity or Redemption Date, as
the case may be; provided, however, in the event a petition for relief under federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, is filed with respect to the
Company within 91 days after the deposit and the Trustee is required to return the moneys then on deposit with the Trustee to the Company, the obligations of the Company under this Indenture with respect to such Securities shall not be deemed
terminated or discharged; 
 (b) the Company has paid or caused to be paid all other sums payable hereunder by
the Company; and 
 (c) 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 with respect to such series have been complied with. Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 11.01 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (a)(i) of this Section, the obligations of the Trustee under
Section 12.07 and the last paragraph of Section 6.03(e) shall survive. 
 Section 12.03 Defeasance upon
Deposit of Moneys or U.S. Government Obligations. At the Company’s option, either (a) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to Securities of any series on the first day
after the applicable conditions set forth below have been satisfied or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Section 6.04 and Section 10.02 with respect to
Securities of any series (and, if so specified pursuant to Section 3.01, any other restrictive covenant added for the benefit of such series pursuant to Section 3.01) at any time after the applicable conditions set forth below have been
satisfied (such action under clauses (a) or (b) of this paragraph in no circumstance may be construed as an Event of Default under Section 7.01): 
 (a) The Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (i) cash in U.S. Dollars in an amount, or (ii) U.S. Government Obligations (as defined below) that through the
payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, cash in U.S. Dollars in an amount, or (iii) a combination of (i) and (ii),
sufficient to pay and discharge each installment of principal (including any mandatory sinking fund payments or any analogous payments applicable to the Outstanding Securities) of and premium, if any, and interest on, the Outstanding Securities of
such series on the dates such installments of interest or principal and premium are due; provided that the Trustee shall have been irrevocably instructed to apply such cash or the proceeds of such U.S. Government Obligations to said payments with
respect to the Securities. 
  

 57 








 (b) No Default with respect to the Securities of such series shall have
occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds and the grant of any related liens to be applied to such deposit); and 
 (c) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of
such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section and will be subject to federal income tax on the same amounts and in the same manner
and at the same times as would have been the case if such action had not been exercised and, in the case of the Securities of such series being Discharged accompanied by a ruling to that effect received from or published by the Internal Revenue
Service. 
 “Discharged” means that the Company shall be deemed to have paid and discharged the entire Indebtedness
represented by, and obligations under, the Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except (A) the rights of Holders of Securities of such series to receive, from the trust fund described in clause (a) above, payment of the principal of and premium, if any, and interest on such
Securities when such payments are due, (B) the Company’s obligations with respect to Securities of such series under Sections 3.04, 3.06, 3.07, 6.02, 12.06 and 12.07 and (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder. 
 “U.S. Government Obligations” means securities that are (i) direct obligations of the
United States for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the timely of payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States, that, in either case under clauses (i) or (ii) are not callable or redeemable at the action of the issuer thereof, and shall also include a depositary
receipt issued by a bank (as

  

 58 








 
defined in Section 3(a)(2) of the Securities Act of 1933, as amended) or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on
or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such
depositary receipt. 
 Section 12.04 Repayment to Company. The Trustee and any Paying Agent shall promptly pay to
the Company (or to its designee) upon Company Order any excess moneys or U.S. Government Obligations held by them at any time, including any such moneys or obligations held by the Trustee under any escrow trust agreement entered into pursuant to
Section 12.06. The provisions of the last paragraph of Section 6.03 shall apply to any money held by the Trustee or any Paying Agent under this Article that remains unclaimed for two years after the Maturity of any series of Securities for
which money or U.S. Government Obligations have been deposited pursuant to Section 12.03. 
 Section 12.05
Indemnity for U.S. Government Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or deposited U.S. Government Obligations or the principal or
interest received in respect thereof. 
 Section 12.06 Deposits to Be Held in Escrow. Any deposits with the Trustee
referred to in Section 12.03 above shall be irrevocable (except to the extent provided in Sections 12.04 and 12.07) and shall be made under the terms of an escrow trust agreement in form and substance agreed upon by the Trustee and the Company.
If any Outstanding Securities of a series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund requirement, the applicable escrow trust
agreement shall provide therefor and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. The agreement shall provide that,
upon satisfaction of any mandatory sinking fund payment requirements, whether by deposit of moneys, application of proceeds of deposited U.S. Government Obligations or, if permitted, by delivery of Securities, the Trustee shall pay or deliver over
to the Company as excess moneys pursuant to Section 12.04 all funds or obligations then held under the agreement and allocable to the sinking fund payment requirements so satisfied. 
 If Securities of a series with respect to which such deposits are made may be subject to later redemption at the option of the Company or
pursuant to optional sinking fund payments, the applicable escrow trust agreement may, at the option of the Company, provide therefor. In the case of an optional redemption in whole or in part, such agreement shall require the Company to deposit
with the Trustee on or before the date notice of redemption is given funds sufficient to pay the Redemption Price of the Securities to be redeemed together with all unpaid interest thereon to the Redemption Date. Upon such deposit of funds, the
Trustee shall pay or deliver over to the Company as excess funds pursuant to Section 12.04 all funds or obligations then held under such agreement and allocable to the Securities to be redeemed. In the case of exercise of optional sinking fund
payment rights by the Company, such agreement shall, at the option of the Company,

  

 59 








 
provide that upon deposit by the Company with the Trustee of funds pursuant to such exercise the Trustee shall pay or deliver over to the Company as excess funds pursuant to Section 12.04
all funds or obligations then held under such agreement for such series and allocable to the Securities to be redeemed. 
 Section 12.07 Application of Trust Money. 
 (a) Neither the Trustee nor any other Paying
Agent shall be required to pay interest on any moneys deposited pursuant to the provisions of this Indenture, except such as it shall agree with the Company in writing to pay thereon. Any moneys so deposited for the payment of the principal of, or
premium, if any, or interest on the Securities of any series and remaining unclaimed for two years after the date of the maturity of the Securities of such series or the date fixed for the redemption of all the Securities of such series at the time
outstanding, as the case may be, shall be repaid by the Trustee or such other Paying Agent to the Company upon its written request and thereafter, anything in this Indenture to the contrary notwithstanding, any rights of the Holders of Securities of
such series in respect of which such moneys shall have been deposited shall be enforceable only against the Company, and all liability of the Trustee or such other Paying Agent with respect to such moneys shall thereafter cease. 
 (b) Subject to the provisions of the foregoing paragraph, any moneys which at any time shall be deposited by the Company or
on its behalf with the Trustee or any other Paying Agent for the purpose of paying the principal of, premium, if any, and interest on any of the Securities shall be and are hereby assigned, transferred and set over to the Trustee or such other
Paying Agent in trust for the respective Holders of the Securities for the purpose for which such moneys shall have been deposited; but such moneys need not be segregated from other funds except to the extent required by law. 
 Section 12.08 Deposits of Non-U.S. Currencies. Notwithstanding the foregoing provisions of this Article, if the Securities of
any series are payable in a Currency other than U.S. Dollars, the Currency or the nature of the government obligations to be deposited with the Trustee under the foregoing provisions of this Article shall be as set forth in the Officer’s
Certificate or established in the supplemental indenture under which the Securities of such series are issued. 
 ARTICLE XIII

 IMMUNITY OF CERTAIN PERSONS 
 Section 13.01 No Personal Liability. No recourse shall be had for the payment of the principal of, or the premium, if any, or interest on, any Security or for any claim based thereon or
otherwise in respect thereof or of the Indebtedness represented thereby, or upon any obligation, covenant or agreement of this Indenture, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or
of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly agreed and understood that this Indenture and the Securities are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of

  

 60 








 
any successor corporation, either directly or through the Company or any successor corporation, because of the incurring of the Indebtedness hereby authorized or under or by reason of any of the
obligations, covenants, promises or agreements contained in this Indenture or in any of the Securities, or to be implied herefrom or therefrom, and that all liability, if any, of that character against every such incorporator, stockholder, officer
and director is, by the acceptance of the Securities and as a condition of, and as part of the consideration for, the execution of this Indenture and the issue of the Securities expressly waived and released. 
 ARTICLE XIV 
 SUPPLEMENTAL INDENTURES 
 Section 14.01 Without Consent of Securityholders. Except as
otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company 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 one or more of or all the following purposes: 
 (a) to add to the covenants and agreements of
the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the
Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such
series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; 
 (b) to delete or modify any Events of Default with respect to all or any series of the Securities, the form and terms of which are being established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any such
Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in
connection therewith; 
 (c) to add to or change any of the provisions of this Indenture to provide, change or
eliminate any restrictions on the payment of principal of or premium, if any, on Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; 
 (d) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become
effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; 

(e) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by
such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; 
  

 61 








 (f) to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to one or more series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant
to the requirements of Section 11.06(c); 
 (g) to secure any series of Securities; 
 (h) to evidence any changes to this Indenture pursuant to Sections 11.05, 11.06 or 11.07 hereof as permitted by the terms
thereof; 
 (i) to cure any ambiguity or to correct or supplement any provision contained herein or in any
indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any
series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof, 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; 
 (j) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; 
 (k) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees
of Securities in accordance with the terms of the applicable series of Securities; 
 (l) to make any change in
any series of Securities that does not adversely affect in any material respect the interests of the Holders of such Securities; 
 (m) to provide for uncertificated securities in addition to certificated securities; 
 (n) 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; 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; 
 (o) to prohibit the authentication and delivery of additional series of Securities; or 
 (p) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to authorize the issuance of additional Securities of a series previously authorized or to add to the
conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be
observed. 
  

 62 








 Subject to the provisions of Section 14.03, the Trustee is authorized to join with the
Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder.

 Any supplemental indenture authorized by the provisions of this Section 14.01 may be executed by the Company and the
Trustee without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 14.02. 
 Section 14.02 With Consent of Securityholders; Limitations. 
 (a) With the consent of the Holders (evidenced as provided in Article VIII) of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture voting separately, the Company and
the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any provisions of this Indenture or of modifying in
any manner the rights of the Holders of the Securities of such series to be affected; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of each such series affected thereby,

 (i) extend the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce
the principal amount thereof or the interest thereon or any premium payable upon redemption thereof, or extend the Stated Maturity of, or change the place of payment where, or the Currency in which the principal of and premium, if any, or interest
on such Security is denominated or payable, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 7.02, or
impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or materially adversely affect the economic terms of any right to convert
or exchange any Security as may be provided pursuant to Section 3.01; or 
 (ii) reduce the percentage in
principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture
or certain Defaults hereunder and their consequences provided for in this Indenture; or 
 (iii) modify any of
the provisions of this Section, Section 7.06 or Section 6.06, 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 and
Section 6.06, or the deletion of this proviso, in accordance with the requirements of Sections 11.06 and 14.01(f); or 
  

 63 








 (iv) modify, without the written consent of the Trustee, the rights, duties
or immunities of the Trustee. 
 (b) A supplemental indenture that changes or eliminates any 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. 
 (c) It
shall not be necessary for the consent of the Securityholders under this Section 14.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

 (d) The Company may set a record date for purposes of determining the identity of the Holders of each series
of Securities entitled to give a written consent or waive compliance by the Company as authorized or permitted by this Section. Such record date shall not be more than 30 days prior to the first solicitation of such consent or waiver or the date of
the most recent list of Holders furnished to the Trustee prior to such solicitation pursuant to Section 312 of the Trust Indenture Act. 
 (e) Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 14.02, the Company shall mail a notice, setting forth in
general terms the substance of such supplemental indenture, to the Holders of Securities at their addresses as the same shall then appear in the Register of the Company. Any failure of the Company to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such supplemental indenture. 
 Section 14.03 Trustee
Protected. Upon the request of the Company, accompanied by the Officer’s Certificate and Opinion of Counsel required by Section 16.01 and evidence reasonably satisfactory to the Trustee of consent of the Holders if the supplemental
indenture is to be executed pursuant to Section 14.02, the Trustee shall join with the Company in the execution of said supplemental indenture unless said supplemental indenture affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into said supplemental indenture. The Trustee shall be fully protected in relying upon such Officer’s Certificate and an Opinion
of Counsel. 
 Section 14.04 Effect of Execution of Supplemental Indenture. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article XIV, this Indenture shall be deemed to be modified and amended in accordance therewith and, except as herein otherwise expressly provided, the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the Company and the Holders of all of the Securities or of the Securities of any series affected, as the case may be, shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

  

 64 








 Section 14.05 Notation on or Exchange of Securities. Securities of any series
authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in the form approved by the Trustee as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors of the Company, to any modification of this Indenture contained in any such supplemental indenture may be
prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for the Securities then Outstanding in equal aggregate principal amounts, and such exchange shall be made without cost to the Holders of the Securities.

 Section 14.06 Conformity with TIA. Every supplemental indenture executed pursuant to the provisions of this
Article shall conform to the requirements of the Trust Indenture Act as then in effect. 
 ARTICLE XV 
 SUBORDINATION OF SECURITIES 
 Section 15.01 Agreement to Subordinate. In the event a series of Securities is designated as subordinated pursuant to Section 3.01, and except as otherwise provided in a Company Order or
in one or more indentures supplemental hereto, the Company, for itself, its successors and assigns, covenants and agrees, and each Holder of Securities of such series by his, her or its acceptance thereof, likewise covenants and agrees, that the
payment of the principal of (and premium, if any) and interest, if any, on each and all of the Securities of such series is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior
payment in full of all Senior Indebtedness. In the event a series of Securities is not designated as subordinated pursuant to Section 3.01(s), this Article XV shall have no effect upon the Securities. 
 Section 15.02 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities. Subject to
Section 15.01, upon any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment
for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this
Indenture upon the Senior Indebtedness and the holders thereof with respect to the Securities and the holders thereof by a lawful plan of reorganization under applicable bankruptcy law): 
 (a) the holders of all Senior Indebtedness shall be entitled to receive payment in full of the principal thereof (and
premium, if any) and interest due thereon before the Holders of the Securities are entitled to receive any payment upon the principal (or premium, if any) or interest, if any, on Indebtedness evidenced by the Securities; and 
 (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities,
to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XV shall be paid by the liquidation trustee or agent or other Person making such payment or distribution, whether a trustee

  

 65 








 
in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of (and premium, if any) and interest on the Senior
Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and

 (c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of
any kind or character, whether in cash, property or securities prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full, such payment or distribution shall be paid
over, upon written notice to a Responsible Officer of the Trustee, to the holder of such Senior Indebtedness or his, her or its representative or representatives or to the trustee or trustees under any indenture under which any instrument evidencing
any of such Senior Indebtedness may have been issued, ratably as aforesaid, as calculated by the Company, for application to payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after
giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. 
 (d)
Subject to the payment in full of all Senior Indebtedness, the Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness (to the extent that distributions otherwise payable to such holder have been applied to
the payment of Senior Indebtedness) to receive payments or distributions of cash, property or securities of the Company applicable to Senior Indebtedness until the principal of (and premium, if any) and interest, if any, on the Securities shall be
paid in full and no such payments or distributions to the Holders of the Securities of cash, property or securities otherwise distributable to the holders of Senior Indebtedness shall, as between the Company, its creditors other than the holders of
Senior Indebtedness, and the Holders of the Securities be deemed to be a payment by the Company to or on account of the Securities. It is understood that the provisions of this Article XV are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness, on the other hand. Nothing contained in this Article XV or elsewhere in this Indenture or in the Securities is intended to or shall
impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of the Securities the principal
of (and premium, if any) and interest, if any, on the Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of the Securities and creditors of the Company other
than the holders of Senior Indebtedness, nor shall anything herein or in the Securities prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article XV of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company
referred to in this Article XV, the Trustee, subject to the provisions of Section 15.05, shall be entitled to conclusively rely upon a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee for
the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereof
and all other facts pertinent thereto or to this Article XV. 
  

 66 








 Section 15.03 No Payment on Securities in Event of Default on Senior
Indebtedness. Subject to Section 15.01, no payment by the Company on account of principal (or premium, if any), sinking funds or interest, if any, on the Securities shall be made at anytime if: (i) a default on Senior Indebtedness
exists that permits the holders of such Senior Indebtedness to accelerate its maturity and (ii) the default is the subject of judicial proceedings or the Company has received notice of such default. The Company may resume payments on the
Securities when full payment of amounts then due for principal (premium, if any), sinking funds and interest on Senior Indebtedness has been made or duly provided for in money or money’s worth. 
 In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the
preceding paragraph of this Section 15.03, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, but only to the extent that the holders of such Senior Indebtedness (or
their representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on such Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be
paid to the holders of such Senior Indebtedness. 
 Section 15.04 Payments on Securities Permitted. Subject to
Section 15.01, nothing contained in this Indenture or in any of the Securities shall (a) affect the obligation of the Company to make, or prevent the Company from making, at any time except as provided in Sections 15.02 and 15.03, payments
of principal of (or premium, if any) or interest, if any, on the Securities or (b) prevent the application by the Trustee of any moneys or assets deposited with it hereunder to the payment of or on account of the principal of (or premium, if
any) or interest, if any, on the Securities, unless a Responsible Officer of the Trustee shall have received at its Corporate Trust Office written notice of any fact prohibiting the making of such payment from the Company or from the holder of any
Senior Indebtedness or from the trustee for any such holder, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such trustee more than two Business Days prior to the date fixed for such
payment. 
 Section 15.05 Authorization of Securityholders to Trustee to Effect Subordination. Subject to
Section 15.01, each Holder of Securities by his acceptance thereof authorizes and directs the Trustee on his, her or its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article
XV and appoints the Trustee his attorney-in-fact for any and all such purposes. 
 Section 15.06 Notices to Trustee.
The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies or assets to or by the Trustee in respect of the Securities of any series
pursuant to the provisions of this Article XV. Subject to Section 15.01, notwithstanding the provisions of this Article XV or any other provisions of this Indenture, neither the Trustee nor any

  

 67 








 
Paying Agent (other than the Company) shall be charged with knowledge of the existence of any Senior Indebtedness or of any fact which would prohibit the making of any payment of moneys or assets
to or by the Trustee or such Paying Agent, unless and until a Responsible Officer of the Trustee or such Paying Agent shall have received (in the case of a Responsible Officer of the Trustee, at the Corporate Trust Office of the Trustee) written
notice thereof from the Company or from the holder of any Senior Indebtedness or from the trustee for any such holder, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such trustee and,
prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such facts exist; provided, however, that if at least two Business Days prior to the date upon which by the terms hereof
any such moneys or assets may become payable for any purpose (including, without limitation, the payment of either the principal (or premium, if any) or interest, if any, on any Security) a Responsible Officer of the Trustee shall not have received
with respect to such moneys or assets the notice provided for in this Section 15.06, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys or assets and to apply
the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it within two Business Days prior to such date. The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such a notice has been given by a holder of Senior Indebtedness or a trustee on behalf of any such
holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV,
the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under this Article XV and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to
receive such payment. 
 Section 15.07 Trustee as Holder of Senior Indebtedness. Subject to Section 15.01, the
Trustee in its individual capacity shall be entitled to all the rights set forth in this Article XV in respect of any Senior Indebtedness at any time held by it to the same extent as any other holder of Senior Indebtedness and nothing in this
Indenture shall be construed to deprive the Trustee of any of its rights as such holder. Nothing in this Article XV shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 7.05 or 11.01. 
 Section 15.08 Modifications of Terms of Senior Indebtedness. Subject to Section 15.01, any renewal or extension of the time
of payment of any Senior Indebtedness or the exercise by the holders of Senior Indebtedness of any of their rights under any instrument creating or evidencing Senior Indebtedness, including, without limitation, the waiver of default thereunder, may
be made or done all without notice to or assent from the Holders of the Securities or the Trustee. No compromise, alteration, amendment, modification, extension, renewal or other change of, or waiver, consent or other action in respect of, any
liability or obligation under or in respect of, or of any of the terms, covenants or conditions of any indenture or other instrument under which any Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or not such release is in
accordance with the provisions of any applicable document, shall in any way alter or affect any of the provisions of this Article XV or of the Securities relating to the subordination thereof. 
  

 68 








 Section 15.09 Reliance on Judicial Order or Certificate of Liquidating Agent.
Subject to Section 15.01, upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any
court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article
XV. 
 Section 15.10 Satisfaction and Discharge; Defeasance and Covenant Defeasance. Subject to Section 15.01,
amounts and U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Article XII and not, at the time of such deposit, prohibited to be deposited under Sections 15.02 or 15.03 shall not be subject to this
Article XV. 
 Section 15.11 Trustee Not Fiduciary for Holders of Senior Indebtedness. With respect to the holders
of Senior Indebtedness, the Trustee undertakes to perform or observe only such of its covenants and obligations as are specifically set forth in this Article XV, and no implied covenants or obligations with respect to the holders of Senior
Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness. The Trustee shall not be liable to any such holder if it shall pay over or
distribute to or on behalf of Holders of Securities or the Company, or any other Person, moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article XV or otherwise. 
 ARTICLE XVI 
 MISCELLANEOUS PROVISIONS 
 Section 16.01 Certificates and Opinions as to Conditions
Precedent. 
 (a) Upon any request or application by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a
condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application
or demand as to which the furnishing of such document is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. 
 (b) Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant provided for in this Indenture (other than the certificates provided pursuant to Section 6.05 of this Indenture) shall include (i) a

  

 69 








 
statement that the Person signing such certificate or opinion has read such covenant or condition and the definitions herein related thereto; (ii) 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; (iii) a statement that, in the view or opinion of such Person, he or she has made such examination or
investigation as is necessary to enable such Person to express an informed view or opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the view or opinion of such Person,
such condition or covenant has been complied with. 
 (c) Any certificate, statement 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 his or her certificate, statement or opinion is based are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate,
statement 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, statement or opinion or representations with respect to such matters are erroneous. 
 (d) Any certificate, statement or opinion of an officer of the Company or of counsel to the Company may be based, insofar as it relates to accounting matters, upon a certificate or opinion of, or
representations by, an accountant or firm of accountants, unless such officer or counsel, as the case may be, knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the accounting
matters upon which his or her certificate, statement or opinion may be based are erroneous. Any certificate or opinion of any firm of independent registered public accountants filed with the Trustee shall contain a statement that such firm is
independent. 
 (e) In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion
with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 
 (f) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates,
statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
 Section 16.02 Trust Indenture Act Controls. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or another provision included in this Indenture which is required
to be included in this Indenture by any of the provisions of Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision shall control. 
  

 70 








 Section 16.03 Notices to the Company and Trustee. Any notice or demand
authorized by this Indenture to be made upon, given or furnished to, or filed with, the Company or the Trustee shall be sufficiently made, given, furnished or filed for all purposes if it shall be mailed, delivered or telefaxed to: 
 (a) the Company, at 3660 Grandview Parkway, Suite 200, Birmingham, AL 35243, Attention: John P. Whittington, Facsimile No.:
(205) 262-3948 or at such other address or facsimile number as may have been furnished in writing to the Trustee by the Company. 
 (b) the Trustee, at the Corporate Trust Office of the Trustee, Attention: Trust Administrator. 
 Any such notice, demand or other document shall be in the English language. 
 Section 16.04 Notices to
Securityholders; Waiver. Any notice required or permitted to be given to Securityholders shall be sufficiently given (unless otherwise herein expressly provided), 
 (a) if to Holders, if given in writing by first class mail, postage prepaid, to such Holders at their addresses as the same
shall appear on the Register of the Company. 
 (b) In the event of suspension of regular mail service or by
reason of any other cause it shall be impracticable to give notice by mail, then such notification as shall be given with the approval of the Trustee shall constitute sufficient notice for every purpose hereunder. 
 (c) Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any
action taken in reliance on such waiver. In any case where notice to Holders is given by mail; neither the failure to mail such notice nor any defect in any notice so mailed to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders, and any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given. In any case where notice to Holders is given by publication, any defect in any notice so published as to
any particular Holder shall not affect the sufficiency of such notice with respect to other Holders, and any notice that is published in the manner herein provided shall be conclusively presumed to have been duly given. 
 Section 16.05 Legal Holiday. Unless otherwise specified pursuant to Section 3.01, in any case where any Interest Payment
Date, Redemption Date or Maturity of any Security of any series shall not be a Business Day at any Place of Payment for the Securities of that series, then payment of principal and premium, if any, or interest 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 such Interest Payment Date, Redemption Date or Maturity and no interest shall accrue on such payment for
the period from and after such Interest Payment Date, Redemption Date or Maturity, as the case may be, to such Business Day if such payment is made or duly provided for on such Business Day. 
  

 71 








 Section 16.06 Effects 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 16.07 Successors and Assigns. All covenants and agreements in this Indenture by the parties hereto shall bind their respective successors and assigns and inure to the benefit of their permitted successors and assigns,
whether so expressed or not. 
 Section 16.08 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 16.09 Benefits of Indenture. Nothing in this Indenture expressed and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or to give to, any Person or corporation other than the parties hereto and their successors and the Holders of the Securities any benefit or any right, remedy or claim under or by
reason of this Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all covenants, conditions, stipulations, promises and agreements in this Indenture contained shall be for the sole and exclusive benefit of the
parties hereto and their successors and of the Holders of the Securities. 
 Section 16.10 Counterparts Originals.
This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
 Section 16.11 Governing Law; Waiver of Trial by Jury. This Indenture and the Securities shall be deemed to be contracts made
under the law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law of said State. 
 EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE. 
  

 72 








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

			
	 HEALTHSOUTH CORPORATION,
 as Issuer

		
	By:	 	 
	Name:	 	
	Title:	 	
	
	 THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK,
 as Trustee

		
	By:	 	 
	Name: 	 	
	Title: