EX-4.9



 Exhibit 4.9 
  

 
  

DIGITAL REALTY TRUST, L.P. 

DIGITAL REALTY TRUST, INC., as the Guarantor 

INDENTURE 
 Dated as of
            , 20     
 WELLS FARGO BANK, NATIONAL
ASSOCIATION, as the Trustee 
  
  

 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	PAGE	 
		
	 ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE
	  	 	1	  
	 Section 1.1
	 	 Definitions.
	  	 	1	  
	 Section 1.2
	 	 Other Definitions.
	  	 	5	  
	 Section 1.3
	 	 Incorporation by Reference of Trust Indenture Act.
	  	 	5	  
	 Section 1.4
	 	 Rules of Construction.
	  	 	6	  
		
	 ARTICLE II. THE SECURITIES
	  	 	6	  
	 Section 2.1
	 	 Issuable in Series.
	  	 	6	  
	 Section 2.2
	 	 Establishment of Terms of Series of Securities.
	  	 	6	  
	 Section 2.3
	 	 Execution and Authentication.
	  	 	9	  
	 Section 2.4
	 	 Registrar and Paying Agent.
	  	 	10	  
	 Section 2.5
	 	 Paying Agent to Hold Money in Trust.
	  	 	10	  
	 Section 2.6
	 	 Securityholder Lists.
	  	 	11	  
	 Section 2.7
	 	 Transfer and Exchange.
	  	 	11	  
	 Section 2.8
	 	 Mutilated, Destroyed, Lost and Stolen Securities.
	  	 	11	  
	 Section 2.9
	 	 Outstanding Securities.
	  	 	12	  
	 Section 2.10
	 	 Treasury Securities.
	  	 	13	  
	 Section 2.11
	 	 Temporary Securities.
	  	 	13	  
	 Section 2.12
	 	 Cancellation.
	  	 	13	  
	 Section 2.13
	 	 Defaulted Interest.
	  	 	13	  
	 Section 2.14
	 	 Global Securities.
	  	 	14	  
	 Section 2.15
	 	 CUSIP Numbers.
	  	 	15	  
		
	 ARTICLE III. REDEMPTION
	  	 	15	  
	 Section 3.1
	 	 Notice to Trustee.
	  	 	15	  
	 Section 3.2
	 	 Selection of Securities to be Redeemed.
	  	 	15	  
	 Section 3.3
	 	 Notice of Redemption.
	  	 	16	  
	 Section 3.4
	 	 Effect of Notice of Redemption.
	  	 	16	  
	 Section 3.5
	 	 Deposit of Redemption Price.
	  	 	16	  
	 Section 3.6
	 	 Securities Redeemed in Part.
	  	 	17	  
		
	 ARTICLE IV. COVENANTS
	  	 	17	  
	 Section 4.1
	 	 Payment of Principal and Interest.
	  	 	17	  
	 Section 4.2
	 	 SEC Reports.
	  	 	17	  
	 Section 4.3
	 	 Compliance Certificate.
	  	 	17	  
	 Section 4.4
	 	 Stay, Extension and Usury Laws.
	  	 	18	  
	 Section 4.5
	 	 Corporate Existence.
	  	 	18	  
		
	 ARTICLE V. SUCCESSORS
	  	 	18	  
	 Section 5.1
	 	 Company May Consolidate on Certain Terms.
	  	 	18	  
	 Section 5.2
	 	 Company Successor to be Substituted.
	  	 	19	  
	 Section 5.3
	 	 Guarantor May Consolidate on Certain Terms.
	  	 	19	  
	 Section 5.4
	 	 Guarantor Successor to Be Substituted.
	  	 	20	  


  
 i 









							
		
	 ARTICLE VI. DEFAULTS AND REMEDIES
		 	20	  
	 Section 6.1
		 Events of Default.
		 	20	  
	 Section 6.2
		 Acceleration of Maturity; Rescission and Annulment.
		 	22	  
	 Section 6.3
		 Collection of Indebtedness and Suits for Enforcement by Trustee.
		 	23	  
	 Section 6.4
		 Trustee May File Proofs of Claim.
		 	23	  
	 Section 6.5
		 Trustee May Enforce Claims Without Possession of Securities.
		 	24	  
	 Section 6.6
		 Application of Money Collected.
		 	24	  
	 Section 6.7
		 Limitation on Suits.
		 	25	  
	 Section 6.8
		 Unconditional Right of Holders to Receive Principal and Interest.
		 	25	  
	 Section 6.9
		 Restoration of Rights and Remedies.
		 	25	  
	 Section 6.10
		 Rights and Remedies Cumulative.
		 	26	  
	 Section 6.11
		 Delay or Omission Not Waiver.
		 	26	  
	 Section 6.12
		 Control by Holders.
		 	26	  
	 Section 6.13
		 Waiver of Past Defaults.
		 	26	  
	 Section 6.14
		 Undertaking for Costs.
		 	27	  
		
	 ARTICLE VII. TRUSTEE
		 	27	  
	 Section 7.1
		 Duties of Trustee.
		 	27	  
	 Section 7.2
		 Rights of Trustee.
		 	28	  
	 Section 7.3
		 Individual Rights of Trustee.
		 	30	  
	 Section 7.4
		 Trustee’s Disclaimer.
		 	30	  
	 Section 7.5
		 Notice of Defaults.
		 	30	  
	 Section 7.6
		 Reports by Trustee to Holders.
		 	30	  
	 Section 7.7
		 Compensation and Indemnity.
		 	30	  
	 Section 7.8
		 Replacement of Trustee.
		 	31	  
	 Section 7.9
		 Successor Trustee by Merger, etc.
		 	32	  
	 Section 7.10
		 Eligibility; Disqualification.
		 	32	  
	 Section 7.11
		 Preferential Collection of Claims Against Company.
		 	32	  
		
	 ARTICLE VIII. SATISFACTION AND DISCHARGE; DEFEASANCE
		 	33	  
	 Section 8.1
		 Satisfaction and Discharge of Indenture.
		 	33	  
	 Section 8.2
		 Application of Trust Funds; Indemnification.
		 	34	  
	 Section 8.3
		 Legal Defeasance of Securities of any Series.
		 	34	  
	 Section 8.4
		 Covenant Defeasance.
		 	36	  
	 Section 8.5
		 Repayment to Company.
		 	37	  
		
	 ARTICLE IX. AMENDMENTS AND WAIVERS
		 	37	  
	 Section 9.1
		 Without Consent of Holders.
		 	37	  
	 Section 9.2
		 With Consent of Holders.
		 	38	  
	 Section 9.3
		 Limitations.
		 	38	  
	 Section 9.4
		 Compliance with Trust Indenture Act.
		 	39	  
	 Section 9.5
		 Revocation and Effect of Consents.
		 	39	  
	 Section 9.6
		 Notation on or Exchange of Securities.
		 	39	  
	 Section 9.7
		 Trustee Protected.
		 	40	  


  
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	 ARTICLE X. MISCELLANEOUS
		 	40	  
	 Section 10.1
		 Trust Indenture Act Controls.
		 	40	  
	 Section 10.2
		 Notices.
		 	40	  
	 Section 10.3
		 Communication by Holders with Other Holders.
		 	41	  
	 Section 10.4
		 Certificate and Opinion as to Conditions Precedent.
		 	41	  
	 Section 10.5
		 Statements Required in Certificate or Opinion.
		 	41	  
	 Section 10.6
		 Rules by Trustee and Agents.
		 	42	  
	 Section 10.7
		 Legal Holidays.
		 	42	  
	 Section 10.8
		 No Recourse Against Others.
		 	42	  
	 Section 10.9
		 Counterparts.
		 	42	  
	 Section 10.10
		 Governing Laws.
		 	42	  
	 Section 10.11
		 No Adverse Interpretation of Other Agreements.
		 	43	  
	 Section 10.12
		 Successors.
		 	43	  
	 Section 10.13
		 Severability.
		 	43	  
	 Section 10.14
		 Table of Contents, Headings, Etc.
		 	43	  
	 Section 10.15
		 Securities in a Foreign Currency.
		 	43	  
	 Section 10.16
		 Judgment Currency.
		 	44	  
	 Section 10.17
		 USA Patriot Act.
		 	44	  
	 Section 10.18
		 Force Majeure.
		 	45	  
		
	 ARTICLE XI. SINKING FUNDS
		 	45	  
	 Section 11.1
		 Applicability of Article.
		 	45	  
	 Section 11.2
		 Satisfaction of Sinking Fund Payments with Securities.
		 	45	  
	 Section 11.3
		 Redemption of Securities for Sinking Fund.
		 	46	  
		
	 ARTICLE XII. GUARANTEE
		 	46	  
	 Section 12.1
		 Unconditional Guarantee.
		 	46	  
	 Section 12.2
		 Execution and Delivery of Notation of Guarantee.
		 	47	  
	 Section 12.3
		 Limitation on the Guarantor’s Liability.
		 	48	  
	 Section 12.4
		 Release of the Guarantor from Guarantee.
		 	48	  


  
 iii 








 Reconciliation and tie between Trust Indenture Act of 1939 and 

Indenture, dated as of             , 20     

 

					
	 	Section 310	(a)(1) 		7.10
	 	 	(a)(2) 		7.10
	 	 	(a)(3) 		Not Applicable
	 	 	(a)(4) 		Not Applicable
	 	 	(a)(5) 		7.10
	 	 	(b) 		7.10
	 	Section 311	(a) 		7.11
	 	 	(b) 		7.11
	 	 	(c) 		Not Applicable
	 	Section 312	(a) 		2.6
	 	 	(b) 		10.3
	 	 	(c) 		10.3
	 	Section 313	(a) 		7.6
	 	 	(b)(1) 		7.6
	 	 	(b)(2) 		7.6
	 	 	(c)(1) 		7.6
	 	 	(d) 		7.6
	 	Section 314	(a) 		4.2, 10.5
	 	 	(b) 		Not Applicable
	 	 	(c)(1) 		10.4
	 	 	(c)(2) 		10.4
	 	 	(c)(3) 		Not Applicable
	 	 	(d) 		Not Applicable
	 	 	(e) 		10.5
	 	 	(f) 		Not Applicable
	 	Section 315	(a) 		7.1
	 	 	(b) 		7.5
	 	 	(c) 		7.1
	 	 	(d) 		7.1
	 	 	(e) 		6.14
	 	Section 316	(a) 		2.10
	 	 	(a)(1)(a) 		6.12
	 	 	(a)(1)(b) 		6.13
	 	 	(b) 		6.8
	 	Section 317	(a)(1) 		6.3
	 	 	(a)(2) 		6.4
	 	 	(b) 		2.5
	 	Section 318	(a) 		10.1

  

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

  
 iv 








 Indenture dated as of             ,
20     among Digital Realty Trust, L.P., a Maryland limited partnership (the “Company”), Digital Realty Trust, Inc., a Maryland corporation (the “Guarantor”), and Wells Fargo Bank, National Association, as
trustee (the “Trustee”). 
 Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit
of the Holders of the Securities issued under this Indenture. 
 ARTICLE I. 

DEFINITIONS AND INCORPORATION BY REFERENCE 
  

	 	Section 1.1	Definitions. 

 “Additional Amounts” means any additional amounts which are
required hereby or by any Security, under circumstances specified herein or therein, to be paid by the Company in respect of certain taxes imposed on Holders specified herein or therein and which are owing to such Holders. 

“Affiliate” of any specified person means any other person directly or indirectly controlling or controlled by or under common
control with such specified person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any person,
shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities or by agreement or otherwise. 

“Agent” means any Registrar or Paying Agent. 

“Board of Directors” means the Board of Directors of the Guarantor or any duly authorized committee thereof. 

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Guarantor to have been
adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the Trustee. 

“Business Day” means, for a particular Series, any day except a Saturday, Sunday or a legal holiday in The City of New York on which
banking institutions or the Corporate Trust Office are authorized or required by law, regulation or executive order to close. 

“Capital Stock” means (a) in the case of a corporation, corporate stock; (b) in the case of an association or business
entity, any and all shares, interests, participations, rights or other equivalents (however designated and whether or not voting) of corporate stock, including each class of common stock and preferred stock of such person; and (c) in the case
of a partnership or limited liability company, partnership or membership interests (whether general or limited). 







 “Company” means the party named as such above until a successor replaces it and
thereafter means the successor. 
 “Company Order” means a written order signed in the name of the Company by two Officers, one of
whom must be the Guarantor’s principal executive officer, principal financial officer or principal accounting officer. 
 “Company
Request” means a written request signed in the name of the Company by the Guarantor’s Chief Executive Officer, Chief Financial Officer, President or any Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee. 
 “Corporate Trust Office” means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered. 
 “Default” means any event which is, or after
notice or passage of time or both would be, an Event of Default. 
 “Depository” means, with respect to the Securities of any
Series issuable or issued in whole or in part in the form of one or more Global Securities, the person designated as Depository for such Series by the Company, which Depository shall be a clearing agency registered under the Exchange Act; and if at
any time there is more than one such person, “Depository” as used with respect to the Securities of any Series shall mean the Depository with respect to the Securities of such Series. 

“Discount Security” means any Security that provides for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2. 
 “Dollars” and “$”
means the currency of the United States of America. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Foreign Currency” means any currency or currency unit issued by a government other than the government of the United States of
America, including the Euro. 
 “Foreign Government Obligations” means, with respect to Securities of any Series that are
denominated in a Foreign Currency, (a) direct obligations of the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged or (b) obligations of a person
controlled or supervised by or acting as an agency or instrumentality of such government the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case under clauses
(a) or (b), are not callable or redeemable at the option of the issuer thereof. 
 “GAAP” means generally accepted accounting
principles in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, as in effect from time to time. 

  
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 “Global Security” or “Global Securities” means a Security or Securities, as
the case may be, in the form established pursuant to Section 2.2 evidencing all or part of a Series of Securities, issued to the Depository for such Series or its nominee, and registered in the name of such Depository or nominee. 

“Guarantee” means the full and unconditional guarantee provided by the Guarantor as made applicable to one or more series of
Securities pursuant to the terms of Section 2.2.24 of this Indenture and any establishing Board Resolution, supplemental indenture or Officers’ Certificate (provided that, with respect to any Series of Securities to which Article XII of
this Indenture applies, “Guarantee” shall have the meaning set forth in Section 12.1(b) of this Indenture), and the guarantees endorsed on the certificates evidencing the Securities, or both, as the context shall require. 

“Guarantor” means Digital Realty Trust, Inc. and its respective successors and assigns. 

“Holder” or “Securityholder” means a person in whose name a Security is registered on the books of the Registrar. 

“Indenture” means this Indenture as amended or supplemented, from time to time and shall include the form and terms of particular
Series of Securities established as contemplated hereunder. 
 “interest” with respect to any Discount Security which by its terms
bears interest only after Maturity, means interest payable after Maturity. 
 “Maturity,” when used with respect to any Security
or installment of principal thereof, means the date on which the principal of such Security or such installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration,
call for redemption, notice of option to elect repayment or otherwise. 
 “Notation of Guarantee” means a notation executed by the
Guarantor and affixed to each Security of any Series to which a Guarantee under this Indenture applies. 
 “Officer” means the
Chief Executive Officer, the Chief Financial Officer, the President, any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Guarantor. 

“Officers’ Certificate” means a certificate signed by two Officers, one of whom must be the Guarantor’s principal
executive officer, principal financial officer or principal accounting officer. 
 “Opinion of Counsel” means a written opinion of
legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company. 

  
 3 








 “person” means any individual, corporation, partnership, joint venture, association,
limited liability company, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 

“principal” of a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional
Amounts in respect of, the Security. 
 “Responsible Officer” means any officer of the Trustee in its Corporate Trust Office
having direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom any corporate trust matter is referred because of his or her knowledge of and
familiarity with a particular subject and who shall have direct responsibility for the administration of this Indenture. 
 “SEC”
means the Securities and Exchange Commission. 
 “Securities” means the debentures, notes or other debt instruments of the Company
of any Series authenticated and delivered under this Indenture. 
 “Series” or “Series of Securities” means each series
of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.1 and 2.2 hereof. 
 “Significant
Subsidiary” means any Subsidiary in which the Company has invested at least $50,000,000 in capital. 
 “Stated Maturity” when
used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due
and payable. 
 “Subsidiary” means, with respect to any person, (a) any corporation, association or other business entity of
which more than 50% of the total voting power of shares of Capital Stock or other equity interest entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned
or controlled, directly or indirectly, by such person or one or more of the other subsidiaries of that person (or a combination thereof) and (b) any partnership (i) the sole general partner or managing general partner of which is such
person or a subsidiary of such person or (ii) the only general partners of which are such person or of one or more subsidiaries of such person (or any combination thereof). 

“TIA” means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture;
provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such amendment, the Trust Indenture Act as so amended. 

“Trustee” means the person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee
shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean each person who is then a 

  
 4 








 
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. Government Obligations” means direct obligations of, or obligations guaranteed by, the United
States of America, and the payment for which the United States pledges its full faith and credit. 
  

	 	Section 1.2	Other Definitions. 

  

					
	 TERM
	 	 DEFINED IN
SECTION
	 
		
	“Bankruptcy Law”	 	 	6.1	  
	“Custodian”	 	 	6.1	  
	“Guarantee”	 	 	12.1(b)	  
	“Event of Default”	 	 	6.1	  
	“Judgment Currency”	 	 	10.16	  
	“Legal Holiday”	 	 	10.7	  
	“mandatory sinking fund payment”	 	 	11.1	  
	“Market Exchange Rate”	 	 	10.15	  
	“New York Banking Day”	 	 	10.16	  
	“optional sinking fund payment”	 	 	11.1	  
	“Paying Agent”	 	 	2.4	  
	“Registrar”	 	 	2.4	  
	“Required Currency”	 	 	10.16	  
	“Service Agent”	 	 	2.4	  
	“successor person”	 	 	5.1	  

  

	 	Section 1.3	Incorporation by Reference of Trust Indenture Act. 

 Whenever this Indenture refers to a
provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: 

“Commission” means the SEC. 

“indenture securities” means the Securities. 

“indenture security holder” means a Securityholder. 

“indenture to be qualified” means this Indenture. 

“indenture trustee” or “institutional trustee” means the Trustee. 

“obligor” on the indenture securities means the Company and any successor obligor upon the Securities. 

  
 5 








 All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to
another statute or defined by SEC rule under the TIA and not otherwise defined herein are used herein as so defined. 
  

	 	Section 1.4	Rules of Construction. 

 Unless the context otherwise requires: 

(a) a term has the meaning assigned to it; 

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 

(c) “or” is not exclusive; 

(d) words in the singular include the plural, and in the plural include the singular; and 

(e) provisions apply to successive events and transactions. 

ARTICLE II. 
 THE
SECURITIES 
  

	 	Section 2.1	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. All Securities of a Series shall be identical except as may be set forth or determined in the manner provided in a Board Resolution,
supplemental indenture or Officers’ Certificate detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution,
Officers’ Certificate or supplemental indenture detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution may provide for the method by which specified terms (such as interest rate, maturity date, record
date or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters, provided that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture. 

 

	 	Section 2.2	Establishment of Terms of Series of Securities. 

 At or prior to the issuance of any
Securities within a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.2.1 and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.2.2 through
2.2.24) by or pursuant to a Board Resolution, and set forth or determined in the manner provided in a Board Resolution, supplemental indenture or Officers’ Certificate: 

2.2.1 the title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series); 


  
 6 








 2.2.2 the price or prices (expressed as a percentage of the principal amount thereof) at which
the Securities of the Series will be issued; 
 2.2.3 any limit upon the aggregate principal amount of the Securities of the Series which
may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8, 2.11,
3.6 or 9.6); 
 2.2.4 the date or dates on which the principal of the Securities of the Series is payable; 

2.2.5 the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates
(including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or
dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date; 

2.2.6 the place or places where the principal of, and premium, if any, and interest, if any, on the Securities of the Series shall be payable
and the method of such payment, if by wire transfer, mail or other means, and the place or places where the 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 of such Series and this Indenture may be served; 
 2.2.7 if applicable, the period or periods within which, the
price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole or in part, at the option of the Company; 

2.2.8 the obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which, the currency or currencies in which and the other terms and conditions upon which Securities of the Series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation; 
 2.2.9 the dates, if any, on which and the price or prices at which the
Securities of the Series will be repurchased by the Company at the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations; 

2.2.10 if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of the Series shall
be issuable; 
 2.2.11 the forms of the Securities of the Series and whether the Securities will be issuable as Global Securities; 

  
 7 








 2.2.12 if other than the principal amount thereof, the portion of the principal amount of the
Securities of the Series that shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2; 

2.2.13 the currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency; 

2.2.14 the designation of the currency, currencies or currency units in which payment of the principal of and interest, if any, on the
Securities of the Series will be made; 
 2.2.15 if payments of principal of or interest, if any, on the Securities of the Series are to be
made in one or more currencies or currency units other than that or those in which such Securities are denominated, the manner in which the exchange rate with respect to such payments will be determined; 

2.2.16 the manner in which the amounts of payment of principal of or interest, if any, on the Securities of the Series will be determined, if
such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index; 

2.2.17 the provisions, if any, relating to any security provided for the Securities of the Series or a Guarantee; 

2.2.18 any addition to, change in or deletion from the Events of Default which apply 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 6.2; 

2.2.19 any addition to or change in the covenants set forth in Articles IV or V which applies to Securities of the Series; 

2.2.20 any depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such
Series if other than those appointed herein; 
 2.2.21 the provisions, if any, relating to conversion of any Securities of such Series,
including if applicable, the conversion price, the conversion period, the securities or other property into which the Securities will be convertible, provisions as to whether conversion will be mandatory, at the option of the Holders thereof or at
the option of the Company, the events requiring an adjustment of the conversion price and provisions affecting conversion if such Series of Securities are redeemed; 

2.2.22 whether the Securities of such Series will be senior debt securities or subordinated debt securities and, if applicable, the
subordination terms thereof; 
 2.2.23 whether the Securities of such Series are entitled to the benefits of a Guarantee pursuant to this
Indenture, the terms of such Guarantee, including whether the provisions of Article XII of this Indenture shall apply to such Guarantee, and whether any such Guarantee shall be made on a senior or subordinated basis and, if applicable, the
subordination terms of any such Guarantee; and 

  
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 2.2.24 any other terms of the Securities of the Series (which may supplement, modify or delete
any provision of this Indenture insofar as it applies to such Series). 
 All Securities of any one Series need not be issued at the same
time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officers’ Certificate referred to above. 

 

	 	Section 2.3	Execution and Authentication. 

 Any Officer shall sign the Securities for the Company by
manual or facsimile signature. 
 If an Officer whose signature is on a Security no longer holds that office at the time the Security is
authenticated, the Security shall nevertheless be valid. 
 A Security shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. 

The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board
Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to electronic instructions from the Company or its duly
authorized agent or agents. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate. 

The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount
for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8. 

Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected
in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of
Securities within that Series, (b) an Officers’ Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4. 

The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised
by counsel, determines that such action may not be taken lawfully; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors and/or vice-presidents shall determine that such
action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities. 

  
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 The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as
an Agent to deal with the Company or an Affiliate of the Company. 
  

	 	Section 2.4	Registrar and Paying Agent. 

 The Company shall maintain, with respect to each Series of
Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of
such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service
Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or
address, of each Registrar or Paying Agent. If at any time the Company shall fail to maintain any such required Registrar or Paying Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 

The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from
time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant
to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying
agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. 

The Company hereby appoints the Trustee the initial Registrar and Paying Agent and the Company will serve as its own Service Agent for each
Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. 
  

	 	Section 2.5	Paying Agent to Hold Money in Trust. 

 The Company shall require each Paying Agent other
than the Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit of Securityholders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on the
Series of Securities, and will notify the Trustee in writing of any default by the 

  
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Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money. If the Company or a Subsidiary of
the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Securityholders of any Series of Securities all money held by it as Paying Agent. 

 

	 	Section 2.6	Securityholder Lists. 

 The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of Securityholders of each Series of Securities and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to
the Trustee at least ten days before each interest payment date and at such other times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of
Securityholders of each Series of Securities. 
  

	 	Section 2.7	Transfer and Exchange. 

 Where Securities of a Series are presented to the Registrar or a
co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met.
To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall, upon receipt of a Company Order, authenticate Securities at the Registrar’s request. No service charge shall be made for any registration of
transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax
or similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.6 or 9.6). 
 Neither the Company nor the Registrar
shall be required (a) to issue, register the transfer of, or exchange Securities of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of Securities of that
Series selected for redemption and ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion
being redeemed of any such Securities selected, called or being called for redemption in part. 
  

	 	Section 2.8	Mutilated, Destroyed, Lost and Stolen Securities. 

 If any mutilated Security is
surrendered to the Trustee, the Company shall execute and the Trustee shall, upon receipt of a Company Order, authenticate and deliver in exchange therefor a new Security of the same Series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding. 

  
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 If there shall be delivered to the Company and the Trustee (a) evidence to their
satisfaction of the destruction, loss or theft of any Security and (b) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall, upon receipt of a Company Order, authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security. 
 Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 

Every new Security of any Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that Series duly issued hereunder. 
 The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
  

	 	Section 2.9	Outstanding Securities. 

 The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this
Section as not outstanding. 
 If a Security is replaced pursuant to Section 2.8, it ceases to be outstanding unless the Trustee
receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. 
 If the Paying Agent (other than the
Company, a Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of Securities of a Series money sufficient to pay all amounts payable in respect of such Securities on that date, then on and after that date such Securities
of the Series cease to be outstanding and interest on them ceases to accrue. 
 The Company may purchase or otherwise acquire the
Securities, whether by open market purchases, negotiated transactions or otherwise. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. 

  
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 In determining whether the Holders of the requisite principal amount of outstanding Securities
have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.2. 
  

	 	Section 2.10	Treasury Securities. 

 In determining whether the Holders of the required principal
amount of Securities of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver, Securities of a Series owned by the Company or any Affiliate of the Company shall be disregarded, except that for the
purposes of determining whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Securities of a Series that a Responsible Officer of the Trustee actually knows are so
owned shall be so disregarded. 
  

	 	Section 2.11	Temporary Securities. 

 Until definitive Securities are ready for delivery, the Company
may prepare and the Trustee shall authenticate temporary Securities upon receipt of a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for
temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee upon request shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary Securities. Until so exchanged,
temporary securities shall have the same rights under this Indenture as the definitive Securities. 
  

	 	Section 2.12	Cancellation. 

 The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange, payment,
replacement or cancellation and, at the request of the Company, deliver evidence of such canceled Securities to the Company provided that the Trustee shall not be required to destroy Securities. The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation. 
  

	 	Section 2.13	Defaulted Interest. 

 If the Company defaults in a payment of interest on a Series of
Securities, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the persons who are Securityholders of the Series on a subsequent special record date. The Company shall fix
the record date and payment date. At least 10 days before the record date, the Company shall mail or cause to be mailed (in the case of notes held in book entry form, by electronic transmission) to the Trustee and to each Securityholder of the
Series a notice that states the record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner. 

  
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	 	Section 2.14	Global Securities. 

 2.14.1 Terms of Securities. A Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depository for such Global Security or
Securities. 
 2.14.2 Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7 of the
Indenture and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities registered in the names of Holders other than the Depository for such Security or its nominee only if
(a) such Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to be a clearing agency registered under the Exchange Act, and, in either case,
the Company fails to appoint a successor Depository registered as a clearing agency under the Exchange Act within 90 days of such event or (b) the Company executes and delivers to the Trustee an Officers’ Certificate to the effect that
such Global Security shall be so exchangeable. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depository shall direct in writing in an aggregate
principal amount equal to the principal amount of the Global Security with like tenor and terms. 
 Except as provided in this
Section 2.14.2, a Global Security may not be transferred except as a whole by the Depository with respect to such Global Security to a nominee of such Depository, by a nominee of such Depository to such Depository or another nominee of such
Depository or by the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository. 
 2.14.3
Legend. Any Global Security issued hereunder shall bear a legend in substantially the following form: 
 “THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN
THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITORY.” 

2.14.4 Acts of Holders. The Depository, as a Holder, may appoint agents and otherwise authorize participants to give or take any
request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture. 

  
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 2.14.5 Payments. Notwithstanding the other provisions of this Indenture, unless otherwise
specified as contemplated by Section 2.2, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof. 

2.14.6 Consents, Declaration and Directions. Except as provided in Section 2.14.5, the Company, the Trustee and any Agent shall
treat a person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of the Depository with respect to such Global Security, for purposes of
obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture. 
  

	 	Section 2.15	CUSIP Numbers. 

 The Company in issuing the Securities may use “CUSIP” numbers
(if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other elements of identification printed on the Securities, and any such redemption shall not be affected by any
defect in or omission of such numbers. 
 ARTICLE III. 

REDEMPTION 
  

	 	Section 3.1	Notice to Trustee. 

 The Company may, with respect to any Series of Securities, reserve
the right to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities. If a Series
of Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee in writing of the
redemption date and the principal amount of Series of Securities to be redeemed. The Company shall give written notice at least 35 days before the redemption date (or such shorter notice as may be acceptable to the Trustee). 

 

	 	Section 3.2	Selection of Securities to be Redeemed. 

 Unless otherwise indicated for a particular
Series by a Board Resolution, supplemental indenture or Officers’ Certificate, if less than all the Securities of a Series are to be redeemed, the Trustee shall select the Securities of the Series to be redeemed by lot or in accordance with the
Depository’s applicable procedures. The Trustee shall make the selection from Securities of the Series outstanding not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities of the Series
that have denominations larger than $1,000. Securities of the Series and portions of them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to
Section 2.2.10, the minimum principal denomination for each Series and integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called for redemption also apply to portions of Securities of that Series
called for redemption. 

  
 15 









	 	Section 3.3	Notice of Redemption. 

 Unless otherwise indicated for a particular Series by Board
Resolution, a supplemental indenture hereto or an Officers’ Certificate, at least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail (in the case of notes held in book
entry form, by electronic transmission) to each Holder whose Securities are to be redeemed. 
 The notice shall identify the Securities of
the Series to be redeemed and shall state: 
 (a) the redemption date; 

(b) the redemption price; 
 (c)
the name and address of the Paying Agent; 
 (d) that Securities of the Series called for redemption must be surrendered to the Paying Agent
to collect the redemption price; 
 (e) that interest on Securities of the Series called for redemption ceases to accrue on and after the
redemption date; 
 (f) the CUSIP number, if any; and 

(g) any other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed. 

At the Company’s written request, the Trustee shall give the notice of redemption in the Company’s name and at its expense. 

 

	 	Section 3.4	Effect of Notice of Redemption. 

 Once notice of redemption is mailed or published as
provided in Section 3.3, Securities of a Series called for redemption become due and payable on the redemption date and at the redemption price. A notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities
shall be paid at the redemption price plus accrued interest to the redemption date. 
  

	 	Section 3.5	Deposit of Redemption Price. 

 On or before 11:00 a.m., New York City time, on the
redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date. 

  
 16 









	 	Section 3.6	Securities Redeemed in Part. 

 Upon surrender of a Security that is redeemed in part, the
Trustee shall, upon receipt of a Company Order, authenticate for the Holder a new Security of the same Series and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered. 

ARTICLE IV. 
 COVENANTS

  

	 	Section 4.1	Payment of Principal and Interest. 

 The Company covenants and agrees that it will duly
and punctually pay or cause to be paid when due the principal of (including the Redemption Price upon redemption pursuant to Article 3, if applicable), and premium, if any, and interest on each of the Securities at the places, at the respective
times and in the manner provided herein and in the Securities; provided that the Company may withhold from payments of interest and upon redemption pursuant to Article 3, if applicable, maturity or otherwise, any amounts the Company is
required to withhold by law. 
  

	 	Section 4.2	SEC Reports. 

 The Company shall deliver to the Trustee within 15 days after it files
them with the SEC copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the
SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall comply with the other provisions of TIA Section 314(a). 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 an Officers’ Certificate). 
  

	 	Section 4.3	Compliance Certificate. 

 The Company and the Guarantor (to the extent that the Guarantor
is so required under the TIA) shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each of the Company and the Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of his/her knowledge each of the Company and the Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge). 

  
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 The Company will, so long as any of the Securities are outstanding, deliver to the Trustee,
promptly upon becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. 

 

	 	Section 4.4	Stay, Extension and Usury Laws. 

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

 

	 	Section 4.5	Corporate Existence. 

 Subject to Article V, each of the Company and the Guarantor will
do or cause to be done all things necessary to preserve and keep in full force and effect its existence and rights (charter and statutory); provided that neither the Company nor the Guarantor shall be required to preserve any such right if
the Company or the Guarantor, as applicable, shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company or the Guarantor, as applicable, and that the loss thereof is not disadvantageous in any
material respect to the Holders. 
 ARTICLE V. 

SUCCESSORS 
  

	 	Section 5.1	Company May Consolidate on Certain Terms. 

 Nothing contained in this Indenture or in the
Securities shall prevent any consolidation or merger of the Company with or into any other person or persons (whether or not affiliated with the Company), or successive consolidations or mergers in which either the Company will be the continuing
entity or the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Company, to any other person (whether or not affiliated
with the Company); provided, however, that the following conditions are met: 
 (a) the Company shall be the continuing entity, or
the successor entity (if other than the Company) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall expressly assume payment of the principal of and interest on all of the Securities and
the due and punctual performance and observance of all of the covenants and conditions in this Indenture; 
 (b) immediately after giving
effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and 

  
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 (c) either the Company or the successor person, in either case, shall have delivered to the
Trustee an Officers’ Certificate and Opinion of Counsel, stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture,
comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been complied with. 

Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the
property of the Guarantor in compliance with Section 5.3, no such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 5.1 unless prior thereto the Guarantor shall have delivered to the Trustee a
Guarantor’s Officers’ Certificate, stating that the Guarantor’s obligations hereunder shall remain in full force and effect thereafter. 
  

	 	Section 5.2	Company Successor to be Substituted. 

 Upon any consolidation by the Company with or
merger of the Company into any other person or any sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to any person in accordance with Section 5.1 hereof, the successor person formed by
such consolidation or into which the Company is merged or to which such sale, conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same
effect as if such successor person had been named as the Company herein, and thereafter the predecessor person shall be released from all obligations and covenants under this Indenture and the Company; provided, however, that the predecessor
Company shall not be relieved from the obligation to pay the principal of and interest on the Securities except in the case of a sale of all or substantially all of the Company’s assets in a transaction that is subject to, and that complies
with the provisions of, Section 5.1 hereof. 
 In case of any such consolidation, merger, sale, conveyance, transfer or lease, such
changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. 
  

	 	Section 5.3	Guarantor May Consolidate on Certain Terms 

 Nothing contained in this Indenture or in
the Securities shall prevent any consolidation or merger of the Guarantor with or into any other person or persons (whether or not affiliated with the Guarantor), or successive consolidations or mergers in which either the Guarantor will be the
continuing entity or the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantor, to any other person (whether or not
affiliated with the Guarantor); provided, however, that the following conditions are met: 
 (a) the Guarantor shall be the
continuing entity, or the successor entity (if other than the Guarantor) formed by or resulting from any consolidation or merger or which shall have 

  
 19 








 
received the transfer of assets shall expressly assume the obligations of the Guarantor under the Guarantee and the due and punctual performance and observance of all of the covenants and
conditions in this Indenture; 
 (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred
and be continuing; and 
 (c) either the Guarantor or the successor person, in either case, shall have delivered to the Trustee an
Officers’ Certificate of the Guarantor and Opinion of Counsel, stating that such consolidation, sale, merger, conveyance, transfer or lease and such supplemental indenture comply with this Section 5.3 and that all conditions precedent
herein provided for relating to such transaction have been complied with. 
  

	 	Section 5.4	Guarantor Successor to Be Substituted 

 Upon any consolidation or merger or any sale,
conveyance, transfer or lease of all or substantially all of the properties and assets of the Guarantor to any person in accordance with Section 5.3, the successor person formed by such consolidation or into which the Guarantor is merged or to
which such sale, conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture with the same effect as if such successor person had been named as the
Guarantor herein, and thereafter, the predecessor person shall be released from all obligations and covenants under this Indenture; provided, however, that the predecessor Guarantor shall not be relieved from the obligation to guarantee the
payment of the principal of and interest on the Securities except in the case of a sale of all or substantially all of the Guarantor’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.3
hereof. 
 In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in
substance) may be made in the Notes thereafter to be issued as may be appropriate. 
 ARTICLE VI. 

DEFAULTS AND REMEDIES 
  

	 	Section 6.1	Events of Default. 

 “Event of Default,” wherever used herein with respect to
Securities of any Series, means any one of the following events, unless in the establishing Board Resolution, supplemental indenture or Officers’ Certificate, it is provided that such Series shall not have the benefit of said Event of Default:

 (a) default in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of such
default for a period of 30 days (unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying Agent prior to the expiration of such period of 30 days); or 

  
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 (b) default in the payment of principal of any Security of that Series at its Maturity; or 

(c) default in the performance or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty for
which the consequences of nonperformance or breach are addressed elsewhere in this Section 6.1 and other than a covenant or warranty that has been included in this Indenture solely for the benefit of Series of Securities other than that
Series), which default continues uncured for a period of 60 days after there has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than a majority in principal amount of the outstanding Securities
of that Series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 

(d) the Company, the Guarantor or any Significant Subsidiary pursuant to or under or within meaning of any Bankruptcy Law: 

(i) commences a voluntary case or proceeding seeking liquidation, reorganization or other relief with respect to the Company, the Guarantor
or a Significant Subsidiary or its debts or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company, the Guarantor or a Significant Subsidiary or any substantial part of the property of the
Company, the Guarantor or a Significant Subsidiary; or 
 (ii) consents to any such relief or to the appointment of or taking possession by
any such official in an involuntary case or other proceeding commenced against the Company, the Guarantor or a Significant Subsidiary; or 

(iii) consents to the appointment of a custodian of it or for all or substantially of its property; or 

(iv) makes a general assignment for the benefit of creditors; or 

(e) an involuntary case or other proceeding shall be commenced against the Company, the Guarantor or any Significant Subsidiary seeking
liquidation, reorganization or other relief with respect to the Company, the Guarantor or a Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of the Company, the Guarantor or a Significant Subsidiary or any substantial part of the property of the Company, the Guarantor or a Significant Subsidiary, and such involuntary case or other
proceeding shall remain undismissed and unstayed for a period of sixty (60) calendar days; or 
 (f) a court of competent jurisdiction
enters an order or decree under any Bankruptcy Law that: 
 (i) is for relief against the Company, the Guarantor or any of Significant
Subsidiary in an involuntary case or proceeding; 

  
 21 








 (ii) appoints a trustee, receiver, liquidator, custodian or other similar official of the
Company, the Guarantor or a Significant Subsidiary or any substantial part of the property of the Company, the Guarantor or a Significant Subsidiary; or 

(iii) orders the liquidation of the Company, the Guarantor or a Significant Subsidiary; and, in each case in this clause (f), the order or
decree remains unstayed and in effect for sixty (60) calendar days; or 
 (g) any other Event of Default provided with respect to
Securities of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, in accordance with Section 2.2.18. 

The term “Bankruptcy Law” means title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term
“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 
  

	 	Section 6.2	Acceleration of Maturity; Rescission and Annulment. 

 If an Event of Default with respect
to Securities of any Series at the time outstanding occurs and is continuing (other than an Event of Default referred to in Section 6.1(d), (e) or (f)), then in every such case the Trustee or the Holders of not less than 25% in principal
amount of the outstanding Securities of that Series may declare the principal amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of and
accrued and unpaid interest, if any, on all of the Securities of that Series 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) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 6.1(d), (e) or (f) shall occur, the principal amount (or specified amount) of and accrued
and unpaid interest, if any, on all outstanding Securities shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 

At any time after the principal amount of and premium, if any, and interest on the Securities shall have been so declared due and payable, and
before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, Holders of a majority in aggregate principal amount of the Securities then outstanding on behalf of the Holders of all of
the Securities then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default and rescind and annul such declaration and its consequences, subject in all respects to Section 6.13 hereof, if:
(a) all Events of Default, other than the nonpayment of the principal amount and any accrued and unpaid interest that have become due solely because of such acceleration, have been cured or waived; and (b) the Company or the Guarantor has
deposited with the Trustee all required payments of the principal of and interest on, the Securities, plus the reasonable compensation and reimbursement for the Trustee’s expenses, disbursements and advances pursuant to Section 7.7. No
such rescission and annulment shall extend to or shall affect any subsequent default or Event of Default, or shall impair any right consequent thereon. The Company shall notify in writing a Responsible Officer of the Trustee, promptly upon becoming
aware thereof, of any Event of Default, as provided in Section 4.3. 

  
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	 	Section 6.3	Collection of Indebtedness and Suits for Enforcement by Trustee. 

 The Company covenants
that if 
 (a) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default
continues for a period of 30 days, or 
 (b) default is made in the payment of principal of any Security at the Maturity thereof, or 

(c) default is made in the deposit of any sinking fund payment when and as due by the terms of a Security, 

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

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company, the Guarantor or any other obligor upon such Securities and
collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company, the Guarantor or any other obligor upon such Securities, wherever situated. 

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

	 	Section 6.4	Trustee May File Proofs of Claim. 

 In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for
the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 

  
 23 








 (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in
respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and 
 (b) to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the same, 
 and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7. 

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any
plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

 

	 	Section 6.5	Trustee May Enforce Claims Without Possession of Securities. 

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

	 	Section 6.6	Application of Money Collected. 

 Any money collected by the Trustee pursuant to this
Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid: 
 First: To the payment of all amounts due the Trustee under
Section 7.7; and 
 Second: To the payment of the amounts then due and unpaid for principal of and interest on the Securities in
respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and interest, respectively; and 

Third: To the Company or the Guarantor, as applicable. 

  
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	 	Section 6.7	Limitation on Suits. 

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

(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that
Series; 
 (b) the Holders of at least 25% in aggregate principal amount of the outstanding Securities of that Series shall have made
written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
 (c)
such Holder or Holders have offered to the Trustee indemnity or security against losses, costs, expenses and liabilities to be incurred in compliance with such request; 

(d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

 (e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the outstanding Securities of that Series; 
 it being understood and intended that no one or more of such Holders shall
have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders of the applicable Series. 

 

	 	Section 6.8	Unconditional Right of Holders to Receive Principal and Interest. 

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

 

	 	Section 6.9	Restoration of Rights and Remedies. 

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

  
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	 	Section 6.10	Rights and Remedies Cumulative. 

 Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not, to the extent permitted by law, prevent the concurrent assertion or employment of any other appropriate right or remedy. 
  

	 	Section 6.11	Delay or Omission Not Waiver. 

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

	 	Section 6.12	Control by Holders. 

 The Holders of a majority in principal amount of the outstanding
Securities of any Series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of
such Series, provided that 
 (a) such direction shall not be in conflict with any rule of law or with this Indenture, 

(b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and 

(c) subject to the provisions of Section 6.1, the Trustee shall have the right to decline to follow any such direction if the Trustee in
good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability. 
  

	 	Section 6.13	Waiver of Past Defaults. 

 The Holders of not less than a majority in principal amount of
the outstanding Securities of any Series may on behalf of the Holders of all the Securities of such Series waive any past Default hereunder with respect to such Series and its consequences, except a Default (a) in the payment of the principal
of or interest on any Security of such Series (provided, however, that the Holders of a majority in principal amount of the outstanding Securities of any 

  
 26 








 
Series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (b) in respect of a covenant or provision hereof which
cannot be modified or amended without the consent of the Holder of each outstanding Security of such Series affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
  

	 	Section 6.14	Undertaking for Costs. 

 All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement
of the payment of the principal of or interest on any Security on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date). 

ARTICLE VII. 
 TRUSTEE

  

	 	Section 7.1	Duties of Trustee. 

 (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own
affairs. 
 (b) Except during the continuance of an Event of Default: 

(i) The Trustee need perform only those duties that are specifically set forth in this Indenture and no others. 

(ii) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon Officers’ Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture; however, in the case of any such Officers’ Certificates or Opinions of Counsel
which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officers’ Certificates and Opinions of Counsel to determine whether or not they conform to the requirements of this
Indenture. 

  
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 (c) The Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that: 
 (i) This paragraph does not limit the effect of paragraph
(b) of this Section. 
 (ii) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer,
unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. 
 (iii) The Trustee shall not be liable with
respect to any action taken, suffered or omitted to be taken by it with respect to Securities of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of such Series
relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series. 

(iv) No provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the
performance of any of its duties, 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 is not reasonably assured to it. 

(d) The Trustee may refuse to perform any duty or exercise any right or power at the request or direction of any Holder unless it receives
indemnity or security reasonably satisfactory to it against any loss, liability or expense. 
 (e) The Trustee shall not be liable for
interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

(f) The Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections, immunities and standard of care as are
set forth in this Section 7.1 with respect to the Trustee. 
  

	 	Section 7.2	Rights of Trustee. 

 (a) The Trustee may conclusively rely on and shall be protected in
acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the
document. 
 (b) Before the Trustee acts or refrains from acting, it shall be entitled to receive an Officers’ Certificate and an
Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate. 

(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No
Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository. 

  
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 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which
it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconduct. 

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

(f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders of Securities pursuant to this Indenture unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction. 
 (g) 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, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit. 
 (h) The Trustee shall not be deemed to have notice of any
breach hereof, Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a breach, Default or Event of Default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture. 

(i) Any permissive right or authority granted to the Trustee shall not be construed as a mandatory duty. 

(j) the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in
any such certificate previously delivered and not superseded. 
 (k) In no event shall the Trustee be responsible or liable for special,
indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of
action arising in connection with the Indenture. 
 (l) The Trustee shall not be required to give any bond or surety in respect of the
execution of the trusts and powers or otherwise in respect of the Indenture. 
 (m) Under no circumstances shall the Trustee be liable in
its individual capacity for the obligations evidenced by the Securities. 

  
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	 	Section 7.3	Individual Rights of Trustee. 

 The Trustee in its individual or any other capacity may
become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate of the Company with the same rights it would have if it were not Trustee subject to TIA provisions regarding conflicts of interests. Any Agent may do
the same with like rights. The Trustee is also subject to Sections 7.10 and 7.11. 
  

	 	Section 7.4	Trustee’s Disclaimer. 

 The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement in the Securities other than its authentication. 

 

	 	Section 7.5	Notice of Defaults. 

 If a Default or Event of Default occurs and is continuing with
respect to the Securities of any Series and if a Responsible Officer of the Trustee has actual knowledge of such Default or Event of Default, the Trustee shall mail to each Securityholder of the Securities of that Series notice of a Default or Event
of Default within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of principal of or interest on any
Security of any Series, the Trustee may withhold the notice if and so long as its corporate trust committee or a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Securityholders of
that Series. 
  

	 	Section 7.6	Reports by Trustee to Holders. 

 Within 60 days after May 15 in each year, the
Trustee shall transmit by mail to all Securityholders, as their names and addresses appear on the register kept by the Registrar and a brief report dated as of such May 15, in accordance with, and to the extent required under, TIA
Section 313. 
 A copy of each report at the time of its mailing to Securityholders of any Series shall be filed with the SEC and each
stock exchange on which the Securities of that Series are listed. The Company shall promptly notify the Trustee when Securities of any Series are listed on any stock exchange. 

 

	 	Section 7.7	Compensation and Indemnity. 

 The Company shall pay to the Trustee from time to time
compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse
the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. 

  
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 The Company shall indemnify, protect and hold each of the Trustee and any predecessor Trustee
(including the cost of defending itself) harmless from and against any and all loss, liability, damages, costs or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as
set forth in the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. 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 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. 
 The
Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through negligence or willful misconduct. 

To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on all
money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on particular Securities of that Series. 

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(d) or (e) occurs, the
expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. 
 The
provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee. 
  

	 	Section 7.8	Replacement of Trustee. 

 A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section. 

The Trustee may resign with respect to the Securities of one or more Series by so notifying the Company at least 30 days prior to the date of
the proposed resignation. The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the Company. The Company may remove the Trustee with respect
to Securities of one or more Series if: 
 (a) the Trustee fails to comply with Section 7.10; 

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;


  
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 (c) a Custodian or public officer takes charge of the Trustee or its property; or 

(d) the Trustee becomes incapable of acting. 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

 If a successor Trustee with respect to the Securities of any one or more Series does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least a majority in principal amount of the Securities of the applicable Series may petition any court of competent jurisdiction for the appointment of a successor
Trustee. 
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.
Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.7, the resignation or removal of the retiring Trustee shall become effective,
and the successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor Trustee shall mail a notice of its succession to each
Securityholder of each such Series. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee with respect to
expenses and liabilities incurred by it prior to such replacement. 
  

	 	Section 7.9	Successor Trustee by Merger, etc. 

 If the Trustee consolidates with, merges or converts
into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee. 

 

	 	Section 7.10	Eligibility; Disqualification. 

 This Indenture shall always have a Trustee who satisfies
the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall always have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply
with TIA Section 310(b). 
  

	 	Section 7.11	Preferential Collection of Claims Against Company. 

 The Trustee is subject to TIA
Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated. 

  
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 ARTICLE VIII. 

SATISFACTION AND DISCHARGE; DEFEASANCE 
  

	 	Section 8.1	Satisfaction and Discharge of Indenture. 

 This Indenture shall upon Company Order cease
to be of further effect (except as hereinafter provided in this Section 8.1), and the Trustee, at the request and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: 

(a) either 
 (i) all Securities
theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or 

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

(1) have become due and payable, or 

(2) will become due and payable at their Stated Maturity within one year, 

(3) have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, or 
 (4) are deemed paid and discharged
pursuant to Section 8.3, as applicable; 
 and the Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the
date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; 

(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 Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 
 Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.2
and 8.5 shall survive. 

  
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 If the Company exercises the satisfaction and discharge provisions in compliance with this
Indenture with respect to Securities of a particular Series that are entitled to the benefit of a Guarantee, such Guarantee will terminate with respect to that series of Securities. 

 

	 	Section 8.2	Application of Trust Funds; Indemnification. 

 (a) Subject to the provisions of
Section 8.5, all money deposited with the Trustee pursuant to Section 8.1, all money and U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4 and all money received by
the Trustee in respect of U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4, shall be held in trust and applied by it, in accordance with the provisions of the Securities and
this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal and interest for whose payment such
money has been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated by Section 8.3 or 8.4. 

(b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government
Obligations or Foreign Government Obligations deposited pursuant to Section 8.3 or 8.4 or the interest and principal received in respect of such obligations other than any payable by or on behalf of Holders. 

(c) The Trustee shall deliver or pay to the Company from time to time upon Company Request any U.S. Government Obligations or Foreign
Government Obligations or money held by it as provided in Section 8.3 or 8.4 which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the
Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such U.S. Government Obligations or Foreign Government Obligations or money were deposited or received. This provision
shall not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations held under this Indenture. 
  

	 	Section 8.3	Legal Defeasance of Securities of any Series. 

 Unless this Section 8.3 is otherwise
specified, pursuant to Section 2.2.24, to be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of any Series on the 91st day after the
date of the deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect and any Guarantee will terminate with respect to that
Series of Securities (and the Trustee, at the expense of the Company, shall, at Company Request, execute proper instruments acknowledging the same), except as to: 

(a) the rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof,
(i) payment of the principal of and each installment of principal of and interest on the outstanding Securities of such Series on the Stated Maturity of such principal or installment of principal or interest and (ii) the benefit of any
mandatory sinking fund payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such Series; 

  
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 (b) the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and 

(c) the rights, powers, trust and immunities of the Trustee hereunder; 

provided that, the following conditions shall have been satisfied: 

(d) the Company shall have deposited or caused to be irrevocably deposited (except as provided in Section 8.2(c)) with the Trustee as
trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in
Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the
payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of
money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and
interest, if any, on and any mandatory sinking fund payments in respect of all the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; 

(e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or
instrument to which the Company is a party or by which it is bound (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit related to other indebtedness of the
Company or any Subsidiary) and the granting of liens to secure such borrowings); 
 (f) no Default or Event of Default with respect to the
Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; 

(g) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that (i) the
Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the
effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge 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 deposit, defeasance and discharge had not occurred; 

  
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 (h) the Company shall have delivered to the Trustee an Officers’ Certificate stating that
the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the
Company; and 
 (i) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with. 
  

	 	Section 8.4	Covenant Defeasance. 

 Unless this Section 8.4 is otherwise specified pursuant to
Section 2.2.24 to be inapplicable to Securities of any Series, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4, 4.5, and 5.1 as well as any
additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.2.24 (and the failure to comply with any such covenants shall not
constitute a Default or Event of Default with respect to such Series under Section 6.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate
delivered pursuant to Section 2.2.18 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been
satisfied: 
 (a) With reference to this Section 8.4, the Company has deposited or caused to be irrevocably deposited (except as
provided in Section 8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the
case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or
Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later
than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund
payments are due; 
 (b) Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Company is a party or by which it is bound (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit related
to other indebtedness of the Company or any Subsidiary) and the granting of liens to secure such borrowings); 

  
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 (c) No Default or Event of Default with respect to the Securities of such Series shall have
occurred and be continuing on the date of such deposit; 
 (d) 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 federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and 
 (e) The
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied
with. 
  

	 	Section 8.5	Repayment to Company. 

 The Trustee and the Paying Agent shall, prior to the applicable
escheat date, pay to the Company upon request any money held by them for the payment of principal and interest that remains unclaimed for two years and shall have no liability with respect to such funds upon payment thereof to the Company. After
that, Securityholders entitled to the money must look solely to the Company for payment as general creditors unless an applicable abandoned property law designates another person. 

ARTICLE IX. 
 AMENDMENTS
AND WAIVERS 
  

	 	Section 9.1	Without Consent of Holders. 

 The Company, the Guarantor and the Trustee may amend or
supplement this Indenture or the Securities of one or more Series without the consent of any Securityholder: 
 (a) to cure any ambiguity,
defect or inconsistency; 
 (b) to comply with Article V; 

(c) to provide for uncertificated Securities in addition to or in place of certificated Securities; 

(d) to make any change that does not materially adversely affect the rights of any Securityholder; 

(e) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture;

 (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; 

  
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 (g) to comply with requirements of the SEC in order to effect or maintain the qualification of
this Indenture under the TIA; 
 (h) to reflect the release of the Guarantor in accordance with Article XII; or 

(i) to add guarantors with respect to any or all of the Securities or to secure any or all of the Securities or a Guarantee. 

 

	 	Section 9.2	With Consent of Holders. 

 The Company, the Guarantor and the Trustee may enter into a
supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by such supplemental indenture (including consents obtained in connection with a tender
offer or exchange offer for the Securities of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Securityholders of each such Series. Except as provided in Section 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of any Series by notice to the Trustee (including consents obtained
in connection with a tender offer or exchange offer for the Securities of such Series) may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series. 

It shall not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any
proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this section becomes effective, the Company shall mail to the Holders of Securities
affected thereby, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such
supplemental indenture or waiver. 
  

	 	Section 9.3	Limitations. 

 Without the consent of each Securityholder affected, an amendment or
waiver may not: 
 (a) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; 

(b) reduce the rate of or extend the time for payment of interest (including default interest) on any Security; 

(c) reduce the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of
any sinking fund or analogous obligation; 

  
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 (d) reduce the principal amount of Discount Securities payable upon acceleration of the maturity
thereof; 
 (e) waive a Default or Event of Default in the payment of the principal of or interest, if any, on any Security (except a
rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration); 

(f) make the principal of or interest, if any, on any Security payable in any currency other than that stated in the Security; 

(g) make any change in Section 6.8, 6.13 or 9.3 (this sentence); 

(h) waive a redemption payment with respect to any Security; or 

(i) if the Securities of that Series are entitled to the benefit of a Guarantee, release the Guarantor of such Series other than as provided
in this Indenture or modify such Guarantee in any manner adverse to the Holders. 
  

	 	Section 9.4	Compliance with Trust Indenture Act. 

 Every amendment to this Indenture or the
Securities of one or more Series shall be set forth in a supplemental indenture hereto that complies with the TIA as then in effect. 
  

	 	Section 9.5	Revocation and Effect of Consents. 

 Until an amendment is set forth in a supplemental
indenture or a waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s
Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date
of the supplemental indenture or the date the waiver becomes effective. 
 Any amendment or waiver once effective shall bind every
Securityholder of each Series affected by such amendment or waiver unless it is of the type described in any of clauses (a) through (h) of Section 9.3. In that case, the amendment or waiver shall bind each Holder of a Security who has
consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security. 
  

	 	Section 9.6	Notation on or Exchange of Securities. 

 The Trustee may place an appropriate notation
about an amendment or waiver on any Security of any Series thereafter authenticated. The Company in exchange for Securities of that Series may issue and the Trustee shall authenticate, upon receipt of a Company Order, new Securities of that Series
that reflect the amendment or waiver. 

  
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	 	Section 9.7	Trustee Protected. 

 In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be fully protected in
conclusively relying upon, an Opinion of Counsel and an Officers’ Certificate stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee shall sign all supplemental indentures, except
that the Trustee need not sign any supplemental indenture that adversely affects its rights or liabilities. 
 ARTICLE X. 

MISCELLANEOUS 
  

	 	Section 10.1	Trust Indenture Act Controls. 

 If any provision of this Indenture limits, qualifies, or
conflicts with another provision which is required or deemed to be included in this Indenture by the TIA, such required or deemed provision shall control. 
  

	 	Section 10.2	Notices. 

 Any notice or communication by the Company, the Guarantor or the Trustee to
the other, or by a Holder to the Company, the Guarantor or the Trustee, is duly given if in writing and delivered in person or mailed by first-class mail: 

if to the Company: 
 Digital
Realty Trust, L.P. 
 Four Embarcadero Center, Suite 3200 

San Francisco, California 94111 

Telecopier No.: (415) 738-6501 

Attention: General Counsel 
 if to
the Guarantor: 
 Digital Realty Trust, Inc. 

Four Embarcadero Center, Suite 3200 

San Francisco, California 94111 

Telecopier No.: (415) 738-6501 

Attention: General Counsel 
 if to
the Trustee: 
 Wells Fargo Bank, National Association 

333 S. Grand Avenue, 5th Floor Suite 5A 

Los Angeles, CA 90071 
 Telecopier
No.: (213) 253-7598 
 Attention: Corporate, Municipal & Escrow Services 

  
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 The Company, the Guarantor or the Trustee by notice to the other may designate additional or different addresses
for subsequent notices or communications. 
 Any notice or communication to a Securityholder shall be mailed by first-class mail to his
address shown on the register kept by the Registrar. Failure to mail a notice or communication to a Securityholder of any Series or any defect in it shall not affect its sufficiency with respect to other Securityholders of that or any other Series.

 If a notice or communication is mailed or published in the manner provided above, within the time prescribed, it is duly given, whether
or not the Securityholder receives it. If a notice or communication is delivered in person, by courier or by facsimile transmission (with confirmation of receipt) within the time prescribed, it is duly given. 

If the Company or the Guarantor mails a notice or communication to Securityholders, it shall mail a copy to the Trustee and each Agent at the
same time. 
  

	 	Section 10.3	Communication by Holders with Other Holders. 

 Securityholders of any Series may
communicate pursuant to TIA Section 312(b) with other Securityholders of that Series or any other Series with respect to their rights under this Indenture or the Securities of that Series or all Series. The Company, the Trustee, the Registrar
and anyone else shall have the protection of TIA Section 312(c). 
  

	 	Section 10.4	Certificate and Opinion as to Conditions Precedent. 

 Upon any request or application by
the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: 
 (a) an Officers’
Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 

 

	 	Section 10.5	Statements Required in Certificate or Opinion. 

 Each certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include: 

(a) a statement that the person making such certificate or opinion has read such covenant or condition; 

  
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 (b) a brief statement as to the nature and scope of the examination or investigation upon which
the statements or opinions contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of such person, he
has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. 

 

	 	Section 10.6	Rules by Trustee and Agents. 

 The Trustee may make reasonable rules for action by or a
meeting of Securityholders of one or more Series. Any Agent may make reasonable rules and set reasonable requirements for its functions. 
  

	 	Section 10.7	Legal Holidays. 

 A “Legal Holiday” is any day that is not a Business Day. If a
payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. 

 

	 	Section 10.8	No Recourse Against Others. 

 A director, officer, employee, partner or stockholder (past
or present), as such, of the Company or the Guarantor shall not have any liability for any obligations of the Company under the Securities, a Guarantee or the Indenture or for any claim based on, in respect of or by reason of such obligations or
their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 

 

	 	Section 10.9	Counterparts. 

 This Indenture may be executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or
PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall
be deemed to be their original signatures for all purposes. 
  

	 	Section 10.10	Governing Laws. 

 THIS INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY
ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW
YORK. 

  
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	 	Section 10.11	No Adverse Interpretation of Other Agreements. 

 This Indenture may not be used to
interpret another indenture, loan or debt agreement of the Company or a Subsidiary of the Company. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 

 

	 	Section 10.12	Successors. 

 All agreements of the Company and the Guarantor in this Indenture and the
Securities shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successor. 
  

	 	Section 10.13	Severability. 

 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 10.14	Table of Contents, Headings, Etc. 

 The Table of Contents, Cross-Reference Table, and
headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 

 

	 	Section 10.15	Securities in a Foreign Currency. 

 Unless otherwise specified in a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders
of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a
coin or currency other than Dollars, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the
Market Exchange Rate at such time. For purposes of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New
York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York, as of the most
recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Trustee, upon consultation with the Company, shall deem appropriate. The
provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the
terms of this Indenture. 

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

	 	Section 10.16	Judgment Currency. 

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

	 	Section 10.17	USA Patriot Act. 

 The parties hereto acknowledge that, in accordance with
Section 326 of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (as amended, modified or supplemented from time to time, the “USA Patriot Act”), the Trustee, like all financial institutions, is
required to obtain, verify, and record information that identifies each person or legal entity that opens an account. The parties to this Indenture agree that they will provide the Trustee with such information as the Trustee may reasonably request
in order for the Trustee to satisfy the requirements of the USA Patriot Act. 

  
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	 	Section 10.18	Force Majeure 

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

ARTICLE XI. 
 SINKING
FUNDS 
  

	 	Section 11.1	Applicability of Article. 

 The provisions of this Article shall be applicable to any
sinking fund for the retirement of the Securities of a Series, except as otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture. 

The minimum amount of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a
“mandatory sinking fund payment” and any other amount provided for by the terms of Securities of such 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 sinking fund payment may be subject to reduction as provided in Section 11.2. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by the terms of the Securities of such
Series. 
  

	 	Section 11.2	Satisfaction of Sinking Fund Payments with Securities. 

 The Company may, in satisfaction
of all or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable
(other than any of such Securities previously called for mandatory sinking fund redemption) and (2) apply as credit Securities of such Series to which such sinking fund payment is applicable and which have been repurchased by the Company or
redeemed either at the election of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the application of permitted optional sinking fund payments or other optional redemptions
pursuant to the terms of such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received by the Trustee, together with an Officers’ Certificate with respect thereto, not later than 15 days
prior to the date on which the Trustee begins the process of selecting Securities for redemption, and shall be credited for such purpose by the Trustee at the price specified in such Securities for redemption through operation of the sinking fund
and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.2, the principal amount of Securities of such Series to be


  
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redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of a Company Order
that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall from time to time upon receipt of
a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that Series purchased by the Company having an unpaid principal
amount equal to the cash payment required to be released to the Company. 
  

	 	Section 11.3	Redemption of Securities for Sinking Fund. 

 Not less than 45 days (unless otherwise
indicated in the Board Resolution, supplemental indenture or Officers’ Certificate in respect of a particular Series of Securities) prior to each sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant to Section 11.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the
Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated in the Board Resolution, Officers’ Certificate or supplemental indenture in respect of a particular Series of
Securities) before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.2 and cause notice of the redemption thereof to be given in
the name of and at the expense of the Company in the manner provided in Section 3.3. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 3.4, 3.5 and 3.6. 

ARTICLE XII. 
 GUARANTEE

  

	 	Section 12.1	Unconditional Guarantee. 

 (a) Notwithstanding any provision of this Article XII to the
contrary, the provisions of this Article XII shall be applicable only to, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.24, as entitled to the benefits of a Guarantee identified in such
designation and that has executed a Notation of Guarantee with respect to such Series. 
 (b) For value received, the Guarantor hereby
jointly and severally, fully, unconditionally and absolutely guarantees (for purpose of any Series of Securities to which this Article XII applies, the “Guarantee”) to the Holders and to the Trustee on behalf of the Holders
the due and punctual payment of the principal of and interest on each Series of Securities for which the Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the
Securities of such Series by the Company, when and as such principal and interest shall become due and payable, whether at the 

  
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Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of such Securities and this Indenture, subject to the limitations set forth in
Section 12.3, if applicable. 
 (c) Failing payment when due of any amount guaranteed pursuant to a Guarantee, for whatever reason, the
Guarantor will be obligated to pay the same immediately. The Guarantor hereby agrees that its obligations hereunder shall be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities or this
Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any action to enforce the same or
any other circumstances which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Securities entitled to
a Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7, by the Holders, on the
terms and conditions set forth in this Indenture, directly against the Guarantor to enforce such Guarantee without first proceeding against the Company. 

(d) The Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger,
insolvency or bankruptcy of the Company, and all demands whatsoever and (ii) acknowledges that any agreement, instrument or document evidencing a Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to
each holder of any agreement, instrument or document evidencing a Guarantee without notice to it. The Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to any Guarantee is, or must be,
rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have
continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. 

(e) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by the
Guarantor pursuant to the provisions of this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities entitled
to a Guarantee and such Guarantee shall have been paid in full or discharged. 
  

	 	Section 12.2	Execution and Delivery of Notation of Guarantee. 

 To evidence a Guarantee of a Series of
Securities, a Notation of Guarantee, executed by either manual or facsimile signature of an Officer of the Guarantor, shall be affixed on each Security entitled to the benefits of such Guarantee. If any Officer of the Guarantor whose signature is on
a Notation of Guarantee no longer holds that office at the time the Trustee authenticates a Security to which such Notation of Guarantee is affixed or at any time thereafter, a Guarantee of such Security shall be valid nevertheless. The delivery of
any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee relating to such Security set forth in the Indenture on behalf of the Guarantor. 

  
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	 	Section 12.3	Limitation on the Guarantor’s Liability. 

 The Guarantor by its acceptance hereof
and each Holder of a Security entitled to the benefits of any Guarantee hereby confirms that it is the intention of all such parties that the guarantee by the Guarantor pursuant to any such Guarantee not constitute a fraudulent transfer or
conveyance for purposes of any Federal or state law. To effectuate the foregoing intention, each Holder of a Security entitled to the benefits of any Guarantee and the Guarantor hereby irrevocably agrees that the obligations of the Guarantor under
any Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of the Guarantor, not result in the obligations of the Guarantor under any Guarantee constituting a fraudulent conveyance
or fraudulent transfer under Federal or state law. 
  

	 	Section 12.4	Release of the Guarantor from Guarantee. 

 (a) Notwithstanding any other provisions of
this Indenture, a Guarantee may be released upon the terms and subject to the conditions set forth in Section 8.1, Section 8.3 and in this Section 12.4. Provided that no Default shall have occurred and shall be continuing under this
Indenture, a Guarantee pursuant to this Article XII shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any person that is not an Affiliate
of the Company, of all of the Company’s direct or indirect equity interests in the Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of the Guarantor into the Company or the
liquidation and dissolution of the Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) with respect to any Series of Securities, upon the occurrence of any other condition set forth in the Board Resolution,
supplemental indenture or Officers’ Certificate establishing the terms of such Series. 
 (b) Upon receipt of a written request of the
Company accompanied by an Officers’ Certificate and an Opinion of Counsel to the effect that the Guarantor is entitled to such release in accordance with the provisions of this Indenture, the Trustee shall deliver such instruments and documents
as the Company may reasonably request evidencing any release of the Guarantor from any Guarantee. 

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

			
	Digital Realty Trust, L.P., as the Company
		
	By:		Digital Realty Trust, Inc., its General
			Partner
		
	By:		  

	Name:		
	Title:		
	
	Digital Realty Trust, Inc., as the Guarantor
		
	By:		  

	Name:		
	Title:		
	
	Wells Fargo Bank, National Association, as the Trustee
		
	By:		  

			Name:
			Title:


 [Signature Page to Indenture]