Form of Indenture to be entered between the Co. and J.P. Morgan Trust Company



 Exhibit 4.5 
  

NATIONWIDE HEALTH PROPERTIES, INC., 
  
 Issuer 
  
 TO 
  
 J.P.
MORGAN TRUST COMPANY, 
  
 NATIONAL ASSOCIATION 
  
 Trustee 
  

  
 INDENTURE 
  

  
 Dated as of                     ,
         







 TABLE OF CONTENTS** 
  

							
	 ARTICLE ONE
	 	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	  	1
				
	 SECTION 101.
	 	 	  	Definitions	  	1
		
	 “Act”
	  	2
		
	 “Additional Amounts”
	  	2
		
	 “Affiliate”
	  	2
		
	 “Authenticating Agent”
	  	2
		
	 “Authorized Newspaper”
	  	2
		
	 “Bearer Security”
	  	3
		
	 “Board of Directors”
	  	3
		
	 “Board Resolution”
	  	3
		
	 “Business Day,”
	  	3
		
	 “Commission”
	  	3
		
	 “Company”
	  	3
		
	 “Company Request” and “Company Order”
	  	3
		
	 “Corporate Trust Office”
	  	3
		
	 “corporation”
	  	3
		
	 “Coupon”
	  	3
		
	 “covenant defeasance”
	  	4
		
	 “Currency” or “Money”
	  	4
		
	 “Defaulted Interest”
	  	4
		
	 “defeasance”
	  	4
		
	 “Depositary”
	  	4
		
	 “Dollars” or “$”
	  	4
		
	 “Event of Default”
	  	4
		
	 “Exchange Act”
	  	4
		
	 “Global Security”
	  	4
		
	 “Holder”
	  	4
		
	 “Indenture”
	  	4
		
	 “interest”
	  	4
		
	 “Interest Payment Date”
	  	4
		
	 “Legal Holiday”
	  	5
		
	 “Maturity”
	  	5



	**	NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture. 











					
	 “Office or Agency”
	  	5
		
	 “Officers’ Certificate”
	  	5
		
	 “Opinion of Counsel”
	  	5
		
	 “Original Issue Discount Security”
	  	5
		
	 “Outstanding”
	  	5
		
	 “Paying Agent”
	  	6
		
	 “Person”
	  	6
		
	 “Place of Payment”
	  	6
		
	 “Predecessor Security”
	  	6
		
	 “Redemption Date”
	  	7
		
	 “Redemption Price”
	  	7
		
	 “Registered Security”
	  	7
		
	 “Regular Record Date”
	  	7
		
	 “Responsible Officer,”
	  	7
		
	 “Securities”
	  	7
		
	 “Security Register” and “Security Registrar”
	  	7
		
	 “Special Record Date”
	  	7
		
	 “Stated Maturity”
	  	7
		
	 “Subsidiary”
	  	7
		
	 “Trustee”
	  	7
		
	 “Trust Indenture Act”
	  	8
		
	 “United States Alien”
	  	8
		
	 “U.S. Government Obligations”
	  	8
		
	 “Vice President”
	  	8
		
	 “Voting Stock”
	  	8
			
	 SECTION 102.
	  	Compliance Certificates and Opinions	  	8
			
	 SECTION 103.
	  	Form of Documents Delivered to Trustee	  	9
			
	 SECTION 104.
	  	Acts of Holders	  	9
			
	 SECTION 105.
	  	Notices, Etc., to Trustee and Company	  	11
			
	 SECTION 106.
	  	Notice to Holders; Waiver	  	12
			
	 SECTION 107.
	  	Language of Notices, etc	  	13
			
	 SECTION 108.
	  	Conflict with Trust Indenture Act	  	13
			
	 SECTION 109.
	  	Effect of Headings and Table of Contents	  	13
			
	 SECTION 110.
	  	Successors and Assigns	  	13
			
	 SECTION 111.
	  	Separability Clause	  	13
			
	 SECTION 112.
	  	Benefits of Indenture	  	13











							
	 SECTION 113.
	 	 	  	Governing Law	  	13
				
	 SECTION 114.
	 	 	  	Legal Holidays	  	13
				
	 SECTION 115.
	 	 	  	No Personal Liability	  	14
			
	 ARTICLE TWO
	 	SECURITY FORMS	  	14
				
	 SECTION 201.
	 	 	  	Forms Generally	  	14
				
	 SECTION 202.
	 	 	  	Form of Trustee’s Certificate of Authentication	  	15
				
	 SECTION 203.
	 	 	  	Provisions in Global Security	  	15
			
	 ARTICLE THREE
	 	THE SECURITIES	  	16
				
	 SECTION 301.
	 	 	  	Amount Unlimited; Issuable in Series	  	16
				
	 SECTION 302.
	 	 	  	Denominations	  	19
				
	 SECTION 303.
	 	 	  	Execution, Authentication, Delivery and Dating	  	20
				
	 SECTION 304.
	 	 	  	Temporary Securities	  	22
				
	 SECTION 305.
	 	 	  	Registration, Registration of Transfer and Exchange	  	23
				
	 SECTION 306.
	 	 	  	Mutilated, Destroyed, Lost and Stolen Securities	  	26
				
	 SECTION 307.
	 	 	  	Payment of Interest; Interest Rights Preserved	  	27
				
	 SECTION 308.
	 	 	  	Persons Deemed Owners	  	29
				
	 SECTION 309.
	 	 	  	Cancellation	  	29
				
	 SECTION 310.
	 	 	  	Computation of Interest	  	30
			
	 ARTICLE FOUR
	 	SATISFACTION AND DISCHARGE	  	30
				
	 SECTION 401.
	 	 	  	Satisfaction and Discharge of Indenture	  	30
				
	 SECTION 402.
	 	 	  	Application of Trust Money	  	31
			
	 ARTICLE FIVE
	 	REMEDIES	  	32
				
	 SECTION 501.
	 	 	  	Events of Default	  	32
				
	 SECTION 502.
	 	 	  	Acceleration of Maturity; Rescission and Annulment	  	33
				
	 SECTION 503.
	 	 	  	Collection of Indebtedness and Suits for Enforcement by Trustee	  	34
				
	 SECTION 504.
	 	 	  	Trustee May File Proofs of Claim	  	35
				
	 SECTION 505.
	 	 	  	Trustee May Enforce Claims Without Possession of Securities or Coupons	  	36
				
	 SECTION 506.
	 	 	  	Application of Money Collected	  	36
				
	 SECTION 507.
	 	 	  	Limitation on Suits	  	36
				
	 SECTION 508.
	 	 	  	Unconditional Right of Holders to Receive Principal, Premium, Interest and Additional Amounts	  	37
				
	 SECTION 509.
	 	 	  	Restoration of Rights and Remedies	  	37
				
	 SECTION 510.
	 	 	  	Rights and Remedies Cumulative	  	37
				
	 SECTION 511.
	 	 	  	Delay or Omission Not Waiver	  	38
				
	 SECTION 512.
	 	 	  	Control by Holders	  	38











							
	 SECTION 513.
	 	 	  	Waiver of Past Defaults	  	39
				
	 SECTION 514.
	 	 	  	Undertaking for Costs	  	39
			
	 ARTICLE SIX
	 	THE TRUSTEE	  	40
				
	 SECTION 601.
	 	 	  	CERTAIN DUTIES AND RESPONSIBILITIES	  	40
				
	 SECTION 602.
	 	 	  	Notice of Defaults	  	41
				
	 SECTION 603.
	 	 	  	Certain Rights of Trustee	  	42
				
	 SECTION 604.
	 	 	  	Not Responsible for Recitals or Issuance of Securities	  	43
				
	 SECTION 605.
	 	 	  	May Hold Securities	  	43
				
	 SECTION 606.
	 	 	  	Money Held in Trust	  	43
				
	 SECTION 607.
	 	 	  	Compensation and Reimbursement	  	43
				
	 SECTION 608.
	 	 	  	Disqualification; Conflicting Interests	  	44
				
	 SECTION 609.
	 	 	  	Corporate Trustee Required; Eligibility	  	44
				
	 SECTION 610.
	 	 	  	Resignation and Removal; Appointment of Successor	  	45
				
	 SECTION 611.
	 	 	  	Acceptance of Appointment by Successor	  	46
				
	 SECTION 612.
	 	 	  	Merger, Conversion, Consolidation or Succession to Business	  	47
				
	 SECTION 613.
	 	 	  	Preferential Collection of Claims Against Company	  	48
				
	 SECTION 614.
	 	 	  	Appointment of Authenticating Agent	  	48
				
	 SECTION 615.
	 	 	  	Other Capacities	  	50
			
	 ARTICLE SEVEN
	 	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	  	50
				
	 SECTION 701.
	 	 	  	Company to Furnish Trustee Names and Addresses of Holders	  	50
				
	 SECTION 702.
	 	 	  	Preservation of Information; Communications to Holders	  	50
				
	 SECTION 703.
	 	 	  	Reports by Trustee	  	50
				
	 SECTION 704.
	 	 	  	Reports by Company	  	51
			
	 ARTICLE EIGHT
	 	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	  	52
				
	 SECTION 801.
	 	 	  	Company May Consolidate, Etc., Only on Certain Terms	  	52
				
	 SECTION 802.
	 	 	  	Successor Corporation Substituted	  	53
				
	 SECTION 803.
	 	 	  	Officers’ Certificate and Opinion of Counsel	  	53
			
	 ARTICLE NINE
	 	SUPPLEMENTAL INDENTURE	  	53
				
	 SECTION 901.
	 	 	  	Supplemental Indentures Without Consent of Holders	  	53
				
	 SECTION 902.
	 	 	  	Supplemental Indentures with Consent of Holders	  	55
				
	 SECTION 903.
	 	 	  	Execution of Supplemental Indentures	  	56
				
	 SECTION 904.
	 	 	  	Effect of Supplemental Indentures	  	57
				
	 SECTION 905.
	 	 	  	Conformity with Trust Indenture Act	  	57











							
	 SECTION 906.
	 	 	  	Reference in Securities to Supplemental Indentures	  	57
			
	 ARTICLE TEN
	 	COVENANTS	  	57
				
	 SECTION 1001.
	 	 	  	Payment of Principal, Premium and Interest	  	57
				
	 SECTION 1002.
	 	 	  	Maintenance of Office or Agency	  	58
				
	 SECTION 1003.
	 	 	  	Money for Securities Payments to Be Held in Trust	  	59
				
	 SECTION 1004.
	 	 	  	Additional Covenants	  	60
				
	 SECTION 1005.
	 	 	  	Additional Amounts	  	60
				
	 SECTION 1006.
	 	 	  	Corporate Existence	  	61
				
	 SECTION 1007.
	 	 	  	Payment of Taxes and Other Claims	  	61
				
	 SECTION 1008.
	 	 	  	Statement by Officers as to Default	  	62
				
	 SECTION 1009.
	 	 	  	Waiver of Certain Covenants	  	62
			
	 ARTICLE ELEVEN
	 	REDEMPTION OF SECURITIES	  	62
				
	 SECTION 1101.
	 	 	  	Applicability of Article	  	63
				
	 SECTION 1102.
	 	 	  	Election to Redeem; Notice to Trustee	  	63
				
	 SECTION 1103.
	 	 	  	Selection by Trustee of Securities to Be Redeemed	  	63
				
	 SECTION 1104.
	 	 	  	Notice of Redemption	  	63
				
	 SECTION 1105.
	 	 	  	Deposit of Redemption Price	  	65
				
	 SECTION 1106.
	 	 	  	Securities Payable on Redemption Date	  	65
				
	 SECTION 1107.
	 	 	  	Securities Redeemed in Part	  	66
			
	 ARTICLE TWELVE
	 	SINKING FUNDS	  	66
				
	 SECTION 1201.
	 	 	  	Applicability of Article	  	66
				
	 SECTION 1202.
	 	 	  	Satisfaction of Sinking Fund Payments with Securities	  	66
				
	 SECTION 1203.
	 	 	  	Redemption of Securities for Sinking Fund	  	67
			
	 ARTICLE THIRTEEN
	 	DEFEASANCE AND COVENANT DEFEASANCE	  	67
				
	 SECTION 1301.
	 	 	  	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	  	67
				
	 SECTION 1302.
	 	 	  	Defeasance and Discharge	  	68
				
	 SECTION 1303.
	 	 	  	Covenant Defeasance	  	68
				
	 SECTION 1304.
	 	 	  	Conditions to Defeasance or Covenant Defeasance	  	69
				
	 SECTION 1305.
	 	 	  	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	  	71
			
	 ARTICLE FOURTEEN
	 	REPAYMENT AT THE OPTION OF HOLDERS	  	71
				
	 SECTION 1401.
	 	 	  	Applicability of Article	  	71
			
	 ARTICLE FIFTEEN
	 	MEETINGS OF HOLDERS OF SECURITIES	  	72
				
	 SECTION 1501.
	 	 	  	Purposes for Which Meetings May Be Called	  	72
				
	 SECTION 1502.
	 	 	  	Call, Notice and Place of Meetings	  	72











							
	 SECTION 1503.
	 	 	  	Persons Entitled to Vote at Meetings	  	72
				
	 SECTION 1504.
	 	 	  	Quorum; Action	  	73
				
	 SECTION 1505.
	 	 	  	Determination of Voting Rights; Conduct and Adjournment of Meetings	  	74
				
	 SECTION 1506.
	 	 	  	Counting Votes and Recording Action of Meetings	  	74
			
	 ARTICLE SIXTEEN
	 	SECURITIES IN FOREIGN CURRENCIES	  	75
				
	 SECTION 1601.
	 	 	  	Applicability of Article	  	75










 INDENTURE, dated as of
                    ,              from NATIONWIDE HEALTH PROPERTIES, INC.,
a corporation duly organized and existing under the laws of the State of Maryland (the “Company”), to J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the
United States, as Trustee. 
  
 RECITALS OF THE COMPANY 

 
 The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured and unsubordinated debentures, notes or other evidences of indebtedness (the “Securities”), unlimited as to principal amount, to bear such rates of interest,
to mature at such time or times, to be issued in one or more series and to have such other provisions as shall be fixed as hereinafter provided. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its
terms, have been done. 
  
 The Company and the Trustee entered
into an indenture, dated January 13, 1999, and pursuant to this previous indenture the Company has issued securities that are wholly unsecured and will rank equally with any Securities issued hereunder. 
  
 This Indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder that are required to be part of this Indenture and, to the extent applicable, shall be governed by such provisions. 
  
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
  
 For and in consideration of the premises and the purchase of the Securities
by the Holders (as defined below) thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities and any Coupons (as defined below), as follows: 
  
 ARTICLE ONE 
 DEFINITIONS AND OTHER PROVISIONS 
 OF GENERAL APPLICATION 
  
 SECTION 101. Definitions. 
  
 For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires: 
  
 (1) the terms
defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; 









 (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by
reference therein, have the meanings assigned to them therein; 
  
 (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted
accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States at the date of such computation; 
  
 (4) the words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; 
  
 (5) the word “or” is always used inclusively (for example, the phrase “A or B” means “A or B
or both”, not either “A or B but not both”); and 
  
 (6) nouns and pronouns of the masculine gender include the feminine gender. 
  
 Certain terms, used principally in Articles Six and Ten, are defined in those Articles. 
  
 “Act,” when used with respect to any Holder, has the meaning specified in Section 104. 
  
 “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 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 direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power
to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing. 
  
 “Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series. 
  
 “Authorized Newspaper” means a newspaper, in an official language of the place of publication, or in the
English language, customarily published on each day that is a Business Day in the place of publication, whether or not published on days that are legal holidays in the place of publication, and of general circulation in each place in connection with
which the term is used or in the financial community of each such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications may 

  

 2 








 
be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any day that is a Business Day in the
place of publication. 
  
 “Bearer Security” means
any Security in the form established pursuant to Section 201 which is payable to bearer. 
  
 “Board of Directors” means either (i) the board of directors of the Company or any committee of that board duly authorized to act generally or in any particular respect for the Company hereunder, or
(ii) one or more duly authorized officers of the Company to whom the board of directors of the Company or a committee thereof has delegated the authority to act with respect to the matters contemplated by this Indenture. 
  
 “Board Resolution” means (i) a copy of one or more
resolutions certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors or a committee thereof, and to be in full force and effect on the date of such certification, or (ii) a certificate
signed by the authorized officer or officers of the Company to whom the Board of Directors of the Company or a committee thereof has delegated its authority to act with respect to the matters contemplated by this Indenture, and in each case
delivered to the Trustee. 
  
 “Business Day,”
when used with respect to any Place of Payment or other location, means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a Legal Holiday in any such Place of Payment or other location. 
  
 “Commission” means the Securities and Exchange Commission,
as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time. 
  
 “Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter
“Company” shall mean such successor Person and any other obligor upon the Securities. 
  
 “Company Request” and “Company Order” mean, respectively, a written request or order signed in the name of the Company
by its Chairman of the Board, Chief Executive Officer, President or a Vice President, and by its Treasurer, an Assistant Treasurer, Secretary or an Assistant Secretary, and delivered to the Trustee. 
  
 “Corporate Trust Office” means an office of the Trustee in
the City of Houston and State of Texas at which at any particular time its corporate trust business shall be principally conducted, which office, at the date of execution of this Indenture, is located at 600 Travis Street, Suite 1150, Houston,
Texas, 77002. 
  
 “corporation” includes
corporations, associations, companies and business trusts. 
  
 “Coupon” means any interest coupon appertaining to a Bearer Security. 
  

 3 








 “covenant defeasance” has the meaning specified in Section 1303. 
  
 “Currency” or “Money”, with respect to any
payment, deposit or other transfer in respect of the principal of or any premium or interest on or any Additional Amounts with respect to any Security, means the unit or units of legal tender for the payment of public and private debts (or any
composite thereof) in which such payment, deposit or other transfer is required to be made by or pursuant to the terms hereof and, with respect to any other payment, deposit or transfer pursuant to or contemplated by the terms hereof, means Dollars.

  
 “Defaulted Interest” has the meaning
specified in Section 307. 
  
 “defeasance” has
the meaning specified in Section 1302. 
  
 “Depositary” 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 Depositary by the Company pursuant to Section
301, which Person, if required by applicable law, regulation or exchange requirement, must be a clearing agency registered under the Exchange Act and if so provided with respect to any Security, any successor to such Person and if at any time there
is more than one such Person, “Depositary” as used with respect to the Securities of any series shall mean the Depositary with respect to the Securities of such series. 
  
 “Dollars” or “$” means a dollar or other equivalent unit of legal tender for payment of
public or private debts in the United States of America. 
  
 “Event of Default” has the meaning specified in Section 501. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Global Security” means a Security in the form prescribed in Section 203 evidencing all or part of a series of Securities, issued to the
Depositary for such series or its nominee, and registered in the name of such Depositary or its nominee. 
  
 “Holder”, in the case of any Registered Security, means a Person in whose name a Security is registered in the Security Register and, in
the case of any Bearer Security, means the bearer thereof and, in the case of any Coupon, means the bearer thereof. 
  
 “Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities and any Coupon appertaining thereto established as contemplated by Section 301. 
  
 “interest,” when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. 
  
 “Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such
Security. 
  

 4 








 “Legal Holiday”, with respect to any Place of Payment or other location, means a
Saturday, a Sunday or a day on which banking institutions or trust companies in such Place of Payment or other location are not obligated to be open. 
  
 “Maturity,” when used with respect to any Security, means the date on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption, notice of option to elect repayment or otherwise and includes any Redemption Date. 
  
 “Office or Agency”, with respect to any Securities, means an
office or agency of the Company maintained or designated in a Place of Payment for such Securities pursuant to Section 1002 or any other office or agency of the Company maintained or designated for such Securities pursuant to Section 1002 or, to the
extent designated or required by Section 1002 in lieu of such office or agency, the Corporate Trust Office of the Trustee. 
  
 “Officers’ Certificate” means a certificate signed by the Chairman of the Board, Chief Executive Officer, President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, that complies with the requirements of Section 314(e) of the Trust Indenture Act and is delivered to the Trustee. 
  
 “Opinion of Counsel” means a written opinion of counsel, who
may be counsel for, or an employee of, the Company, that complies with the requirements of Section 314(e) of the Trust Indenture Act. 
  
 “Original Issue Discount Security” means any Security which provides for an amount less than the principal face amount thereof to be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. 
  
 “Outstanding,” when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except: 
  
 (i) Securities
theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 
  
 (ii) Securities or portions thereof for whose payment at the Maturity thereof Money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set
aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities and any Coupons appertaining thereto; provided that, if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 
  
 (iii) Securities which have been defeased pursuant to Section 1302; and 
  
 (iv) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have
been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there 

  

 5 








 
shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are
valid obligations of the Company; 
  
 provided, however, that in
determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders of Securities for
quorum purposes, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination and 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 acceleration of the Maturity thereof pursuant to Section 502, (ii) the principal amount of a Security denominated in a foreign currency or currency unit that may be counted in making such
determination and that shall be deemed Outstanding for such purpose shall be the U.S. dollar equivalent, determined by the Company in good faith as of the date of original issuance of such Security, of the principal amount of such Security (or, in
the case of an Original Issue Discount Security, the U.S. dollar equivalent, determined by the Company in good faith as of the date of original issuance of such Security, of the amount determined as provided in (i) above), and (iii) Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making any
such determination or relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee knows according to the Security Register to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the Securities or any Coupons appertaining thereto or any Affiliate of the Company or of such other obligor. 
  
 “Paying Agent” means any Person authorized by the Company to pay the principal of (and premium, if any) or
interest on, or any Additional Amounts with respect to, any Security or any Coupon on behalf of the Company. 
  
 “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political subdivision thereof. 
  
 “Place of Payment,” when used with respect to the Securities of any series, means the place or places where the principal of (or premium,
if any) or interest on, or any Additional Amounts with respect to, such Securities of that series are payable as specified in or as contemplated by this Indenture. 
  
 “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion
of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security or any
Security to which a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to evidence the same 

  

 6 








 
debt as the mutilated, destroyed, lost or stolen Security or the Security to which a mutilated, destroyed, lost or stolen Coupon appertains. 
  
 “Redemption Date,” when used with respect to any Security or
portion thereof to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. 
  
 “Redemption Price,” when used with respect to any Security or portion thereof to be redeemed, means the price at which it is to be
redeemed as determined by or pursuant to this Indenture. 
  
 “Registered Security” means any Security established pursuant to Section 201 which is registered in the Security Register. 
  
 “Regular Record Date” for the interest payable on any Registered Security of any series on any Interest Payment Date therefor means the
date specified for that purpose as contemplated by Section 301. 
  
 “Responsible Officer,” when used with respect to the Trustee, means the officer in the corporate trust department of the Trustee having direct responsibility for the administration of this Indenture. 
  
 “Securities” has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 
  
 “Security Register” and “Security Registrar” have the respective meanings specified in Section 305. 
  
 “Special Record Date” for the payment of any Defaulted
Interest on any Registered Security means a date fixed by the Trustee pursuant to Section 307. 
  
 “Stated Maturity,” when used with respect to any Security or any installment of principal thereof or interest thereon or any Additional Amounts with respect thereto, 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 or such Additional Amounts is due and payable. 
  

“Subsidiary” means a corporation, partnership, limited liability company or trust more than 50% of the outstanding Voting Stock of
which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. 
  
 “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall
have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person,
“Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 
  

 7 








 “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and any
reference herein to the Trust Indenture Act or a particular provision thereof means such act or provision, as the case may be, as amended or replaced from time to time or as supplemented from time to time by rules or regulations adopted by the
Commission under or in furtherance of the purposes of such act or provision, as the case may be. 
  
 “United States Alien”, except as otherwise provided in or pursuant to this Indenture, means any Person who for United States federal
income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States federal income tax
purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust. 
  
 “U.S. Government Obligations” has the meaning specified in Section 1304(1). 
  
 “Vice President,” when used with respect to the Company or the Trustee, means any vice president, whether
or not designated by a number or a word or words added before or after the title “vice president.” 
  
 “Voting Stock” means stock or other interests evidencing ownership in a corporation, partnership, limited liability company or trust
which ordinarily has voting power for the election of directors, or other persons performing equivalent functions, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. 
  
 SECTION 102. Compliance Certificates and
Opinions. 
  
 Except as otherwise expressly provided by this
Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of
any such application or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Indenture relating to such particular application or request, including any request to authenticate and
deliver Securities of any series pursuant to Section 303, no additional certificate or opinion need be furnished. 
  
 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture, other than certificates provided
pursuant to Section 704(4), shall include 
  
 (1) a statement
that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 
  
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate
or opinion are based; 
  

 8 








 (3) a statement that, in the opinion of each such individual, he or she has made such examination or
investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
  

(4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 
  
 SECTION 103. Form of Documents Delivered to
Trustee. 
  
 In any case where several matters are required
to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but
one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 
  
 Any certificate or opinion of an officer of the Company may be based, insofar
as it relates to legal matters, upon a certificate or Opinion of Counsel, or representations by counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to
the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel or representations by counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows that the certificate or opinion or representations with
respect to such matters are erroneous. 
  
 Where any Person is
required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
  
 SECTION 104. Acts of Holders. 
  
 (1) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by or pursuant to this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in
writing. If, but only if, Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided in or pursuant to this Indenture to be given or taken by Holders of
Securities of such series may, alternatively, be embodied in and evidenced by the record of Holders of Securities of such series voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the provisions of Article Fifteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to 

  

 9 








 
the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any
such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 1506. 
  
 Without limiting the generality of this Section, unless otherwise provided in or pursuant to this Indenture, a Holder, including a Depositary that is a
Holder of a Global Security, may make, give or take, by a proxy, or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in or pursuant to this Indenture to be made,
given or taken by Holders, and a Depositary that is a Holder of a Global Security may provide for the beneficial owners of interests in any such Global Security to direct such Depositary in taking such action through such Depositary’s standing
instructions and customary practices. The Depositary shall report only one result of its solicitation of proxies to the Trustee. 
  
 (2) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by
a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer
acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of
the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
  
 (3) The ownership, principal amount and serial numbers of Registered Securities held by any Person, and the date of the commencement and the date of the
termination of holding the same, shall be proved by the Security Register. 
  
 (4) The ownership, principal amount and serial numbers of Bearer Securities held by any Person, and the date of the commencement and the date of the termination of holding the same, may be proved by the production of
such Bearer Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary reasonably acceptable to the Company, wherever situated, if such certificate shall be deemed by the Company and the Trustee to
be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by the certificate or affidavit of the Person
holding such Bearer Securities, if such certificate or affidavit is deemed by the 

  

 10 








 
Company to be satisfactory. The Trustee and the Company may assume that such ownership of any Bearer Security continues until (1) another certificate or
affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security,
or (4) such Bearer Security is no longer Outstanding. The ownership, principal amount and serial numbers of Bearer Securities held by the Person so executing such instrument or writing and the date of the commencement and the date of the termination
of holding the same may also be proved in any other manner which the Company and the Trustee deem sufficient. 
  
 (5) If the Company shall solicit from the Holders of any Registered Securities any request, demand, authorization, direction, notice, consent, waiver or
other Act, the Company shall, by Board Resolution, fix in advance a record date for the determination of Holders of Registered Securities entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act. Such
request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of Registered Securities of record at the close of business on such record date shall be deemed to be
Holders for the purpose of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders of Registered Securities shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date. 
  
 (6) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, any Security Registrar, any Paying Agent or the Company in reliance thereon, whether or not
notation of such action is made upon such Security. 
  
 SECTION 105. Notices, Etc., to Trustee and Company. 
  
 Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, 
  
 (1) the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or 
  

 11 








 (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at Nationwide Health Properties, Inc., 610 Newport Center Drive, Suite 1150, Newport Beach, California 92660, Attention:
President, or at any other address previously furnished in writing to the Trustee by the Company. 
  
 SECTION 106. Notice to Holders; Waiver. 
  
 Except as otherwise expressly provided in or pursuant to this Indenture, where this Indenture provides for notice to Holders
of Securities of any event, 
  
 (1) such notice shall be
sufficiently given to Holders of Registered Securities if in writing and mailed, first-class mail postage prepaid, to each Holder of a Registered Security affected by such event, at his or her address as it appears in the Security Register, not
later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice; and 
  
 (2) such notice shall be sufficiently given to Holders of Bearer Securities, if any, if published in an Authorized Newspaper in The City of New York and,
if such Securities are then listed on any stock exchange outside the United States, in an Authorized Newspaper in such city as the Company shall advise the Trustee that such stock exchange so requires, on a Business Day, such publication to be not
later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. 
  
 In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein.
In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. 
  
 In case by reason of
the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders
of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither failure to give notice by publication to Holders of Bearer Securities as provided above,
nor any defect in any notice so published, shall affect the sufficiency of any notice mailed to Holders of Registered Securities as provided above. 
  
 Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be 

  

 12 








 
filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 
  
 SECTION 107. Language of Notices, etc. 
  
 Any request, demand, authorization, direction, notice, consent, election or
waiver required or permitted under this Indenture shall be in the English language, except that, if the Company so elects, any published notice may be in an official language of the country of publication. 
  
 SECTION 108. Conflict with Trust Indenture Act.

  
 If any provision hereof limits, qualifies or conflicts with
any duties under any required provision of the Trust Indenture Act imposed hereon by Section 318(c) thereof, such required provision shall control. 
  
 SECTION 109. Effect of Headings and Table of Contents. 
  
 The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof. 
  
 SECTION 110.
Successors and Assigns. 
  
 All covenants and agreements
in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
  
 SECTION 111. Separability Clause. 
  
 In case any provision in this Indenture or in any Security or Coupon 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 112. Benefits of Indenture. 
  
 Nothing in this Indenture or in any Security or Coupon, express or implied, shall give to any Person, other than the parties hereto, any Security
Registrar, any Paying Agent and their successors hereunder and the Holders of Securities or Coupons, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
  
 SECTION 113. Governing Law. 
  
 This Indenture, the Securities and any Coupons shall be governed by and construed in accordance with the laws of the State
of New York. 
  
 SECTION 114. Legal
Holidays. 
  
 In any case where any Interest Payment Date,
Stated Maturity or Maturity of any Security shall be a Legal Holiday in The City of New York or at any Place of Payment, then (notwithstanding any other provision of this Indenture or of any Security or Coupon other than a 

  

 13 








 
provision in this Indenture, any Security or Coupon that specifically states that such provision shall apply in lieu of this Section) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day in The City of New York and at such Place of Payment with the same force and effect as if made on the
Interest Payment Date or at the Stated Maturity or Maturity, provided that no interest, except as provided in Section 502(1)(c), if applicable, shall accrue for the period from and after such Interest Payment Date, Stated Maturity or
Maturity, as the case may be. Notwithstanding the foregoing, in the event that any Interest Payment Date relating to any Security whose interest rate is determined by reference to LIBOR is not a Business Day and the next succeeding Business Day
falls in the next calendar month, such Interest Payment Date will be the last Business Day in the preceding month. 
  
 SECTION 115. No Personal Liability. 
  
 No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, in any Security or
Coupon appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any promoter, as such, or against any past, present or future shareholder, officer or director, as such, of the Company or of any successor, either
directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment by any legal or equitable proceeding or otherwise, all such liability being expressly waived and
released by the acceptance of the Securities by the Holders thereof and as part of the consideration for the issue of the Securities. 
  
 ARTICLE TWO 
 SECURITY FORMS 
  
 SECTION 201. Forms Generally. 
  
 Each Registered Security, Bearer Security and Coupon shall be in
substantially the form (including temporary and permanent global form) as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Securities or Coupons, as evidenced by their execution of such Securities or Coupons. If the
form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. If all of the Securities of any series established by action taken pursuant to a Board Resolution are not to be
issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each Security of such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first
Security of such series. 
  

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 Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, the
Securities of each series shall be issuable in registered form without Coupons. If so provided as contemplated by Section 301, the Securities of a series also shall be issuable in bearer form, with or without interest Coupons attached. 

 
 The definitive Securities and Coupons shall be printed, lithographed or
engraved or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Coupons, as evidenced by their execution of such Securities or Coupons. 
  
 Neither the Company nor the Trustee shall have responsibility for any defect
in the CUSIP number that appears on any bond, check, advice of payment or redemption notice, and any such document may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and
that neither the Company nor the Trustee shall be liable for any inaccuracy in such numbers. 
  
 SECTION 202. Form of Trustee’s Certificate of Authentication. 
  
 Subject to the provisions of Section 614 hereof, the Trustee’s certificate of authentication shall be in substantially
the following form: 
  
 This is one of the Securities of the
series designated therein referred to in the within-mentioned Indenture. 
  

			
	J.P. Morgan Trust Company, National Association, as Trustee
		
	By	 	 
	 	 	Authorized Signatory

  
 SECTION 203. Provisions in Global Security. 
  
 If Securities of a series are issuable in whole or in part in global form, as specified in and as contemplated by Section 301, then, notwithstanding the provisions of Sections 301 and 302, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate principal amount of Outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of
Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges and payments of principal. The global form may be permanent or temporary. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the principal amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the
Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the
manner and upon instructions given by the Person or Persons specified therein or in the applicable Company 

  

 15 








 
Order. If a Company Order pursuant to Section 303 or 304 has been or simultaneously is delivered, any instructions by the Company with respect to endorsement
or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. 
  
 Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 301, payment
of principal of and any premium and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. 
  
 Notwithstanding the provisions of Section 307 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and
the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a Global Security as shall be specified in a written statement of the Depositary with respect to such Global Security, for purposes of
obtaining any consents or directions required to be given by the Holders pursuant to this Indenture. 
  
 ARTICLE THREE 
 THE SECURITIES 
  
 SECTION 301. Amount Unlimited; Issuable in Series.

  
 The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. 
  
 The Securities may be issued in one or more series. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to a Board Resolution and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, 
  
 (1) the title of the Securities and the series (which shall distinguish the Securities of the series from all other
Securities); 
  
 (2) any limit upon the aggregate principal
amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, shall not have been issued and sold by the Company and are therefore deemed never to have been authenticated and delivered
hereunder); 
  
 (3) whether Securities of the series are to be
issuable as Registered Securities, Bearer Securities (with or without Coupons) or both, any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for
Registered Securities of the series and vice versa; 
  

 16 








 (4) whether the Securities of the series shall be issued in whole or in part in the form of one or more
Global Securities and, in such case, (i) whether beneficial owners of interests in any such Global Security may exchange such interests for Securities of the same series and of like tenor and of any authorized form and denomination, and the
circumstances under which any such exchange may occur, if other than in the manner specified in Section 305, and (ii) the name of the Depositary for such Global Security or Securities, which Depositary shall be, if then required by applicable law or
regulation, a clearing agency registered under the Securities Exchange Act of 1934, as amended; 
  
 (5) the date as of which any Bearer Securities of the series and any temporary Global Security representing Outstanding Securities of the series shall be
dated if other than the date of original issuance of the first Security of the series to be issued; 
  
 (6) if Securities of the series are to be issuable as Bearer Securities, whether interest in respect of any portion of a temporary Bearer Security in
global form (representing all of the Outstanding Bearer Securities of the series) payable on an Interest Payment Date prior to the exchange of such temporary Bearer Security for definitive Securities of the series shall be paid to any clearing
organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing
organization will be credited to the Persons entitled to interest payable on such Interest Payment Date; 
  
 (7) the Person to whom any interest on a Security of the series shall be payable at Maturity, if other than the Person in whose name that Security (or one
or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; 
  
 (8) the date or dates (or the method or methods, if any, by which such date or dates shall be determined) on which the principal (and premium, if any) of
the Securities of the series is payable; 
  
 (9) the rate or
rates (or the formula pursuant to which such rate or rates shall be determined) at which the Securities of the series shall bear interest, if any, including the rate of interest applicable on overdue payments of principal or interest, if different
from the rate of interest stated in the Security; the date or dates from which such interest shall accrue (or the method or methods, if any, by which such date or dates shall be determined), the Interest Payment Dates, if any, on which such interest
shall be payable and the Regular Record Date, if any, for the interest payable on Registered Securities on any Interest Payment Date; whether and under what circumstances Additional Amounts on such Securities shall be payable in respect of specified
taxes, assessments or other governmental charges withheld or deducted and, if so, whether the Company has the option to redeem the affected Securities rather than pay such Additional Amounts; and the 

  

 17 








 
basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months; 
  
 (10) if in addition to or other than the Borough of Manhattan, The City of
New York, the place or places where the principal of, any premium and interest on or any Additional Amounts with respect to such Securities shall be payable, any of such Securities that are Registered Securities may be surrendered for registration
of transfer, any of such Securities may be surrendered for conversion or exchange and notices or demands to or upon the Company in respect of such Securities and this Indenture may be served; 
  
 (11) if applicable, the period or periods within which, the price or prices
at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company; 
  
 (12) the obligation, if any, of the Company to redeem or purchase 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 and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

  
 (13) if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which Securities of the series shall be issuable; 
  
 (14) the currency or currencies, including composite currencies, in which payment of the principal of (and premium, if any) and interest, if any, on or any Additional Amounts with respect to, the Securities of the
series shall be payable if other than the Currency of the United States, which may be different for principal, premium, if any, and interest; 
  
 (15) if the principal of (and premium, if any) or interest, if any, on or any Additional Amounts with respect to, the Securities of the series are to be
payable, at the election of the Company or a Holder thereof or otherwise, in a Currency or Currencies other than that in which the Securities are stated to be payable, the Currency or Currencies in which payment of the principal of (and premium, if
any) or interest on or any Additional Amounts with respect to Securities of such series as to which such election is made shall be payable, and the period or periods within which, and the terms and conditions upon which, such election may be made;

  
 (16) if the amount of payments of principal of (and premium,
if any) or interest, if any, on or any Additional Amounts with respect to, the Securities of the series may be determined with reference to an index, formula or other method or methods, the manner in which such amounts shall be determined;

  
 (17) if other than the principal amount thereof, the portion
of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; 
  

 18 








 (18) any deletions from, modifications of or additions to the Events of Default or covenants of the
Company with respect to the Securities of the series, if not set forth herein (whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein), and if Section 1009 shall be applicable with
respect to any such additional covenants; 
  
 (19) whether either
or both of Section 1302 and Section 1303 shall not apply to the Securities of the series; 
  
 (20) any provisions for collateral security for repayment of Securities of the series; 
  
 (21) the terms, if any, upon which the Securities of the series may be convertible into the Company’s common stock or preferred stock and the terms
and conditions upon which such conversion will be effected, including, without limitation, the initial conversion price or rate and the conversion period; 
  
 (22) any other terms of the series and any deletions from or modifications or additions to this Indenture in respect of such series, including the
covenants to be applicable to Securities of such series; and 
  
 (22) if not the Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent with respect to such Securities. 
  
 All Securities of any one series and Coupons appertaining to Bearer Securities of such series, if any, shall be substantially identical except as to
Currency of payments due thereunder, denomination and rate or rates of interest, if any, the method or methods, if any, by which such rate or rates are to be determined and Maturity, the date from which interest, if any shall accrue and except as
may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one
series need not be issued at one time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. 
  
 If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series. If all of the Securities of
any series established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each Security of such series, but an appropriate record
of such action shall be delivered at or before the time of issuance of the first Security of such series. 
  
 SECTION 302. Denominations. 
  
 Unless otherwise provided in or pursuant to this Indenture, the principal of, any premium and interest on and any Additional Amounts with respect to the
Securities shall be payable in Dollars. Unless other denominations and amounts may from time to time be fixed by 

  

 19 








 
or pursuant to a Board Resolution, the Registered Securities of each series, if any, shall be issuable in registered form without Coupons in denominations of
$1,000 and any integral multiple thereof, and the Bearer Securities of each series, if any, shall be issuable in the denomination of $5,000, or in such other denominations and amounts as may from time to time be fixed by or pursuant to a Board
Resolution. Securities not denominated in Dollars shall be issuable in such denominations as are established with respect to such Securities as provided in or pursuant to this Indenture. 
  
 SECTION 303. Execution, Authentication, Delivery and Dating. 
  
 The Securities shall be executed on behalf of the Company by its Chairman of
the Board, Chief Executive Officer, President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. Coupons shall bear the signature of the Treasurer or any
Assistant Treasurer of the Company. The signature of any of these officers on the Securities or the Coupons may be manual or facsimile. 
  
 Securities and Coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the
Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 
  
 At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series, together with any Coupons appertaining thereto, executed by the Company to the Trustee for authentication, and, provided that the Board Resolution and Officers’ Certificate with
respect to such Securities referred to in Section 301 and a Company Order for the authentication and delivery of such Securities has been delivered to the Trustee, the Trustee in accordance with the Company Order and subject to the provisions hereof
and of such Securities shall authenticate and make available for delivery such Securities. If all of the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall
so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate, maturity date, date of issuance and date
from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon 
  
 (1) an Opinion of Counsel
stating, 
  
 (a) if the form of such Securities
and Coupons, if any, has been established by or pursuant to a Board Resolution as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture; 
  
 (b) if the terms of such Securities and Coupons, if any,
have been established by or pursuant to a Board Resolution as permitted by Section 301, that 

  

 20 








 
such terms have been established in conformity with the provisions of this Indenture; 
  
 (c) all conditions precedent to the authentication and delivery of such Securities and Coupons, if any,
appertaining thereto, have been complied with and that such Securities together with the Coupons, if any, appertaining thereto, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel and paid for, will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as limited by bankruptcy, insolvency, reorganization, moratorium
and similar laws affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and except that such counsel may advise that the enforceability of the Securities and Coupons is subject to: (a) the effect of
general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief, or other equitable remedies regardless of
whether considered in a proceeding in law or at equity, and, if applicable, (b) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed in United States Dollars; and 
  
 (d) all laws and requirements in respect of the execution
and delivery by the Company of such Securities and Coupons, if any, have been complied with. 
  
 (2) an Officers’ Certificate stating that all conditions precedent to the authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with and to the best
knowledge of the Persons executing such certificate, no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities has occurred and is continuing. 
  
 If such forms or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee. 
  
 Notwithstanding the
provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or
the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the time of authentication upon
original issuance of the first Security of such series to be issued. 
  

 21 








 Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any
temporary Bearer Security in global form shall be dated as of the date specified as contemplated by Section 301. 
  
 No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee by manual signature of one of its authorized signatories or by the Authenticating Agent, and such
certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. Except as permitted by Section 306 or 307, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant Coupons for
interest then matured have been detached and cancelled. 
  
 SECTION 304. Temporary Securities. 
  
 Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, reproduced or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or if authorized, in bearer form with one or more Coupons or
without Coupons and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Such
temporary Securities may be in global form. 
  
 Except in the case
of temporary Securities issued in global form, which shall be exchanged in accordance with the provisions thereof, if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at
the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series (accompanied by any unmatured Coupons appertaining
thereto) the Company shall execute, and the Trustee shall authenticate and make available for delivery, in exchange therefor a like principal amount of definitive Securities of the same series and tenor of authorized denominations; provided,
however, that no definitive Bearer Security, except as provided pursuant to Section 301, shall be delivered in exchange for a temporary Registered Security; and, provided, further, that a definitive Bearer Security shall be delivered in exchange for
a temporary Bearer Security only in compliance with the conditions set 

  

 22 








 
forth herein. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary Global Security, until so exchanged the temporary
Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. 
  
 SECTION 305. Registration, Registration of Transfer and Exchange. 
  
 With respect to the Registered Securities of each series, the Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes referred to as the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and of transfers and exchanges of the Registered Securities of such series. The Trustee is hereby appointed
“Security Registrar” for the purpose of registering the Registered Securities and transfers of the Registered Securities as herein provided. 
  
 Upon surrender for registration of transfer of any Registered Security of any series at the office or agency in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, of any authorized denominations, of a like
tenor and aggregate principal amount and bearing a number not contemporaneously outstanding. 
  
 At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amount,
upon surrender of the Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, the
Registered Securities which the Holder making the exchange is entitled to receive. 
  
 If provided in or pursuant to this Indenture, with respect to Securities of any series, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities of such series
containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any Office or Agency in a Place of Payment for such series,
with all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected
if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to any Paying Agent any such
missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by Coupons shall
be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series in a Place of 

  

 23 








 
Payment located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency
for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such Office or Agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date or proposed date of payment, as the case may be (or, if such Coupon is so surrendered with such Bearer Security, such Coupon shall be returned to the Person so surrendering the Bearer Security), and interest or Defaulted
Interest, as the case may be, shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but shall be payable only to the
Holder of such Coupon when due in accordance with the provisions of this Indenture. 
  
 If provided in or pursuant to this Indenture with respect to Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged at an Office or Agency located outside of the
United States for Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to such series. 
  
 Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 
  
 Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any Global Security shall be exchangeable for definitive
Securities only if (i) the Depositary is at any time unwilling, unable or ineligible to continue as Depositary and a successor depositary is not appointed by the Company within 90 days of the date the Company is so informed in writing, (ii) the
Company executes and delivers to the Trustee a Company Order to the effect that such Global Security shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to the Securities of that series. If the
beneficial owners of interests in a Global Security are entitled to exchange such interests for definitive Securities, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the
Company shall deliver to the Trustee definitive Securities in such form and denominations as are required by or pursuant to this Indenture, and of the same series, containing identical terms and in aggregate principal amount equal to the principal
amount of, such Global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such Global Security shall be surrendered from time to time by the Depositary as shall be specified in the Company
Order with respect thereto, and in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not be contained in or accompanied by an Officers’ Certificate or be accompanied by an
Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities as described above without charge. The
Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered Global Security, a like aggregate principal amount of definitive Securities of the same series of 

  

 24 








 
authorized denominations and of like tenor as the portion of such Global Security to be exchanged, which (unless such Securities are not issuable both as
Bearer Securities and as Registered Securities, in which case the definitive Securities exchanged for the Global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this Indenture) shall be
in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the Depository; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15
days before any selection of Securities of the same series and containing identical terms to be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise provided in or pursuant to this Indenture) no Bearer
Security delivered in exchange for a portion of a Global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such Global Security shall be returned by the Trustee to
such Depositary referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a Global Security after the close of business at the office or agency in the
Place of Payment for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such office or agency on the next Interest Payment Date, or (ii) any Special Record Date
for such Security and before the opening of business at such office or agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of such Registered Security, but shall be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such
Global Security shall be payable in accordance with the provisions of this Indenture. 
  
 All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitling the Holders thereof to the same benefits under
this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 
  
 Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar for such Security) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such Security duly executed, by the Holder thereof or his attorney duly authorized in writing. 
  
 No service charge to the Holder shall be made for any registration of
transfer or exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities,
other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. 
  
 Except as otherwise provided in or pursuant to this Indenture, the Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15
days before any selection for redemption of Securities of like tenor and of the series of which such Security is a part and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given
to all 

  

 25 








 
Holders of Securities of such series to be redeemed, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to exchange any Bearer Security so selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer
Security may be exchanged for a Registered Security of like tenor and the same series, provided that such Registered Security shall be immediately surrendered for redemption with written instruction for payment consistent with the provisions of this
Indenture or (iv) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.

  
 The Company may at any time and in its sole discretion
determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such series in exchange for such Global Security or Securities. 
  
 Notwithstanding any other provision in this Indenture, a Global Security may not be transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary or by a nominee
of such Depositary to such Depositary or another nominee of such Depositary. Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities evidenced in whole or in part by a Global Security, the Depositary may not
sell, assign, transfer or otherwise convey any beneficial interest in a Global Security evidencing all or part of the Securities of such series unless such beneficial interest is in an amount equal to an authorized denomination for Securities of
such series. 
  
 SECTION 306. Mutilated,
Destroyed, Lost and Stolen Securities. 
  
 If any mutilated
Security, or a Security with a mutilated Coupon appertaining to it, is surrendered to the Trustee or the Company, together with, in proper cases, such security or indemnity as may be required by the Company or the Trustee to save each of them or any
agent of either of them harmless, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding with Coupons appertaining thereto corresponding to the Coupons, if any, appertaining to the surrendered Security. 
  
 If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security or Coupon
and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of actual notice to the Company or the Trustee that such Security or Coupon has been acquired by a
bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, or in exchange for the Security to which a destroyed, lost or
stolen Coupon appertains with all appurtenant Coupons not destroyed, lost or stolen, a new Security of the same series and of like tenor and principal amount and bearing a number not 

  

 26 








 
contemporaneously outstanding, with Coupons corresponding to the Coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen Coupon appertains. 
  
 In
case any such mutilated, destroyed, lost or stolen Security or Coupon 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 or Coupon; provided, however, that
payment of principal of, any premium or interest on or any Additional Amounts with respect to any Bearer Securities shall, except as otherwise provided in Section 1002, be payable only at an Office or Agency at a Place of Payment for such Securities
located outside the United States and, unless otherwise provided in or pursuant to this Indenture, any interest on Bearer Securities and any Additional Amounts with respect to such interest shall be payable only upon presentation and surrender of
the Coupons appertaining thereto. 
  
 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, with any Coupons
appertaining thereto issued pursuant to this Section in lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed, lost or stolen Coupon appertains shall constitute a separate obligation of the Company,
whether or not the destroyed, lost or stolen Security and Coupons appertaining thereto or the destroyed, lost or stolen Coupon 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 such series and any Coupons, if any, 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 or Coupons. 
  
 SECTION 307. Payment of Interest; Interest Rights Preserved. 
  
 Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on and any Additional Amounts with respect to
any Registered Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid by check mailed by first class mail to the Person in whose name that Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such interest. In case a Bearer Security of any series is surrendered in exchange for a Registered Security of such series after the close of business (at an Office or Agency in a
Place of Payment for such series) on any Regular Record Date and before the opening of business (at such Office or Agency) on the next succeeding Interest Payment Date, such Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date and interest will not be payable on such Interest Payment Date in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such Coupon when due in accordance with
the provisions of this Indenture. 
  

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 Any interest on and any Additional Amounts with respect to any Registered Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest Payment Date for such Registered Security (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below: 
  
 (1) The Company may elect to make payment of any Defaulted Interest to the Person or Persons in whose names the Registered
Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such Money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Registered Securities of such series at his or her
address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company cause a similar notice to be published at least once in an
Authorized Newspaper of general circulation in The City of New York, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Registered Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following Clause (2). In case a Bearer Security of any series is surrendered at the office or agency in a Place of Payment for such series in exchange for a Registered Security of
such series after the close of business at such office or agency on any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the Coupon relating to such proposed date of payment and Defaulted Interest will not be payable on such proposed date of payment in respect of the Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. 
  

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 (2) The Company may make payment of any Defaulted Interest on the Securities of any series in any other
lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee. 
  
 Subject to the foregoing provisions of this Section and Section 305, each Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 
  

SECTION 308. Persons Deemed Owners. 
  

Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 305 and 307) interest on and any Additional
Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary. 
  
 The Company, the
Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon as the absolute owner of such Security or Coupon for the purpose of receiving payment thereof or on account thereof and for
all other purposes whatsoever, whether or not any payment with respect to such Security or Coupon be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 

 
 None of the Company, the Trustee nor any agent of the Company or the
Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests. 
  
 Notwithstanding the foregoing,
with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Depositary or
impair, as between a Depositary and beneficial owners of interests in any Global Security, the operation of customary practices governing the exercise of the rights of the Depositary as Holder of such Global Security. 
  
 SECTION 309. Cancellation. 
  
 All Securities and Coupons surrendered for payment, redemption, registration
of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities and Coupons, as well as Securities and Coupons surrendered
directly to the Trustee for any such purpose, shall 

  

 29 








 
be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities and Coupons previously authenticated and
delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities and Coupons previously authenticated hereunder
which the Company has not issued and sold, and all Securities and Coupons so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled Securities and Coupons held by the Trustee shall be returned to the Company upon the written request of the Company. 
  
 SECTION 310. Computation of Interest. 
  
 Except as otherwise specified as contemplated by Section 301 for Securities
of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. 
  
 ARTICLE FOUR 
 SATISFACTION AND DISCHARGE

  
 SECTION 401. Satisfaction and Discharge of
Indenture. 
  
 This Indenture shall upon Company Request
cease to be of further effect with respect to any series of Securities specified in such Company Request (except as otherwise specifically provided herein and as to any surviving rights of registration of transfer or exchange of Securities herein
expressly provided for and any rights to receive Additional Amounts) and any Coupons appertaining thereto, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as
to such series, when 
  
 (1) either 
  
 (a) all Securities of such series and all Coupons
appertaining thereto, theretofore authenticated and delivered (other than (i) Coupons appertaining to Bearer Securities of such series surrendered for exchange for Registered Securities of such series and maturing after such exchange, whose
surrender is not required or has been waived as provided in Section 305, (ii) Securities and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, (iii) Coupons appertaining
to Securities of such series called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 1106 and (iv) Securities and Coupons of such series for whose payment Money has theretofore
been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust (as provided in Section 1003)), have been delivered to the Trustee for cancellation; or 
  
 (b) all Securities of such series and, in the case of clause
(i) or (ii) below, any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation 
  

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 (i) have become due and payable, or 
  
 (ii) will become due and payable at their Stated Maturity
within one year, or 
  
 (iii) are to be called
for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, 
  
 and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust for such purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities and Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including the principal
thereof (and premium, if any) and interest thereon, and any Additional Amounts with respect thereto, to the date of such deposit (in the case of Securities which have become due and payable) or to the Maturity thereof, as the case may be;

  
 (2) the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and 
  
 (3) the Company has
delivered to the Trustee an 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 as to such series have been complied with.

  
 In the event there are Securities of two or more series
hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions
thereto are met. 
  
 Notwithstanding the satisfaction and
discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee under Section 607, and, if Money shall have been deposited with the Trustee pursuant to subclause (b) of Clause (1) of this Section,
the rights, powers, protections, trusts, duties and indemnities of the Trustee hereunder, the Company’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and the obligations of the Trustee under Section
402 and the last paragraph of Section 1003 shall survive. 
  
 SECTION 402. Application of Trust Money. 
  
 Subject to the provisions of the last paragraph of Section 1003, all Money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the
Securities, the Coupons 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
premium, if any) and interest and Additional Amounts for whose payment such Money has been 

  

 31 








 
deposited with the Trustee; but such Money need not be segregated from other funds except to the extent required by law. 
  
 ARTICLE FIVE 
 REMEDIES 
  
 SECTION 501. Events of Default. 
  
 “Event of Default,” wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) unless such event is specifically deleted or modified in or pursuant to the
supplemental indenture, Board Resolutions or Officers’ Certificate establishing the terms of such series pursuant to this Indenture: 
  
 (1) default in the payment of any interest on or any Additional Amounts payable with respect to any Security of that series when such interest or
Additional Amounts become due and payable, and continuance of such default for a period of 30 days; or 
  
 (2) default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity, and continuance of such default for a
period of 30 days; or 
  
 (3) default in the deposit of any
sinking fund payment, when, as and if due by the terms of a Security of that series, and continuance of such default for a period of 30 days; or 
  
 (4) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture or any Security of that series (other than a
covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series),
and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 
  
 (5) the entry by a court having jurisdiction in the premises of (a) a decree
or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (b) a decree or order adjudging the Company as bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver, 

  

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liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up
or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or 
  
 (6) the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or
similar official of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the
taking of corporate action by the Company in furtherance of any such action; or 
  
 (7) any other Event of Default provided in or pursuant to this Indenture with respect to Securities of that series. 
  
 SECTION 502. 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, 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 of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in the terms thereof) of 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) shall become immediately due and payable. 
  
 At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of
the Money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of not less than a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if 
  
 (1) the Company has paid or deposited with the Trustee a sum sufficient to pay 
  
 (a) all overdue interest on and any Additional Amounts payable with respect to all Securities of that series and any Coupons appertaining
thereto, 
  

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 (b) the principal of (and premium, if any, on) any Securities of that series which have
become due otherwise than by such declaration of acceleration and interest thereon and any Additional Amounts with respect thereto at the rate or rates prescribed therefor in such Securities, 
  
 (c) to the extent that payment of such interest or
Additional Amounts is lawful, interest upon overdue interest and Additional Amounts at the rate or rates prescribed therefor in such Securities, and 
  
 (d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; 
  
 and 
  
 (2) all Events of Default with respect to Securities of that series, other
than the nonpayment of the principal of, any premium and interest on, and any Additional Amounts with respect to Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in
Section 513. 
  
 No such rescission shall affect any subsequent default or impair
any right consequent thereon. 
  
 The Trustee shall not be required to act upon an
Event of Default unless it has actual notice of such Event of Default. 
  
 SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee. 
  
 The Company covenants that if 
  
 (1) default is made in the payment of any interest on or any Additional Amounts payable with respect to any Security or any Coupon appertaining thereto
when such interest or Additional Amounts shall have become due and payable and such default continues for a period of 30 days, or 
  
 (2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, and such default continues for a
period of 30 days, 
  
 the Company shall, upon demand of the Trustee, pay to the
Trustee, for the benefit of the Holders of such Securities and Coupons appertaining thereto, the whole amount then due and payable on such Securities and Coupons for principal, including any sinking fund payment or analogous obligations (and
premium, if any) and interest and Additional Amounts, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest and Additional Amounts,
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. 
  

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 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 amounts so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon
such Securities and Coupons appertaining thereto and collect the Moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities and Coupons appertaining thereto,
wherever situated. 
  
 If an Event of Default with respect to
Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series and any Coupons appertaining thereto 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 such Securities or in aid of the exercise of any power
granted herein or therein, or to enforce any other proper remedy. 
  
 SECTION 504. 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, premium, interest or Additional Amounts) shall be entitled and empowered, by intervention in such proceeding or otherwise,

  
 (1) to file and prove a claim for the whole amount of
principal (and premium, if any) and interest, if any, and any Additional Amounts owing and unpaid in respect of the Securities and any Coupons appertaining thereto 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 of Securities or any Coupons allowed in such judicial proceeding,
and 
  
 (2) 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 of Securities or any Coupons 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 of Securities or any Coupons, 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 607. 
  

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 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder of Securities or any Coupons any plan of reorganization, arrangement, adjustment or composition affecting the Securities or Coupons or the rights of any Holder thereof or to authorize the Trustee to vote in respect of
the claim of any Holder of Securities or any Coupons in any such proceeding. 
  
 SECTION 505. Trustee May Enforce Claims Without Possession of Securities or Coupons. 
  
 All rights of action and claims under this Indenture or the Securities or Coupons may be prosecuted and enforced by the Trustee without the possession of
any of the Securities or Coupons 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 be
paid and applied as provided in Section 506. 
  
 SECTION 506. 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 (and premium, if any),
interest or any Additional Amounts, upon presentation of the Securities or Coupons, or both, as the case may be, 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 607;

  
 SECOND: To the payment of the amounts then due and unpaid for
principal of (and premium, if any) and interest on and any Additional Amounts with respect to the Securities and Coupons 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 and Coupons for principal (and premium, if any) and interest and any Additional Amounts, respectively; and 
  
 THIRD: The balance, if any, to the Person or Persons entitled thereto. 
  
 SECTION 507. Limitation on Suits. 
  
 No Holder of any Security of any series or any Coupons appertaining thereto
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 
  
 (1) such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Securities of that series; 
  
 (2) the Holders of not less than a majority in 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; 
  

 36 








 (3) such Holder or Holders have furnished to the Trustee reasonable indemnity against the costs, expenses
(including the reasonable compensation and expenses of legal counsel) and liabilities to be incurred in compliance with such request; 
  
 (4) the Trustee for 60 days after its receipt of such notice, request and furnishing of indemnity has failed to institute any such proceeding; and

  
 (5) 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 or any Security to affect, disturb or prejudice the rights of any other of such Holders or Holders of Securities of any other series, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. 
  
 SECTION 508. Unconditional Right of Holders to Receive Principal, Premium, Interest and Additional Amounts. 
  
 Notwithstanding any other provision in this Indenture, the Holder of any
Security or Coupon, shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 305 and 307) interest on and any Additional Amounts with respect to such Security or
payment of such Coupon on the respective Stated Maturity or Maturities therefor expressed in such Security or Coupon (or, in the case of redemption, on the Redemption Date or, in the case of repayment at the option of such Holder if provided in or
pursuant to this Indenture, on the date such repayment is due) 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 509. Restoration of Rights and Remedies.

  
 If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted. 
  
 SECTION 510.
Rights and Remedies Cumulative. 
  
 Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or Coupons in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended


  

 37 








 
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. To the extent permitted by applicable law, the assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. 
  
 SECTION 511. Delay or Omission Not Waiver. 
  
 To the extent permitted by applicable law, no delay or omission of the Trustee or of any Holder of any Securities or Coupons 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 512. Control by Holders. 
  
 Subject to the provisions of Sections 503, 601(3) and 603(5), the Holders of not less than a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that 
  
 (1) such direction shall not be in conflict with any rule of law or with
this Indenture or with the Securities of such series; 
  
 (2) the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and 
  
 (3) such direction, in the reasonable judgment of the Trustee, is not unduly prejudicial to the rights of other Holders of Securities of such series.

  
 Upon receipt by the Trustee of any purported direction with
respect to Securities of a series all or part of which is represented by a Global Security, the Trustee shall establish a record date for determining Holders of Outstanding Securities of such series entitled to join in such direction, which record
date shall be at the close of business on the day the Trustee receives such direction. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such direction, whether or not such Holders
remain Holders after such record date; provided, that unless such majority in principal amount shall have been obtained prior to the day which is 90 days after such record date, such direction shall automatically and without further action by
any Holder be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new direction identical to a direction which has been cancelled
pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 512. 
  

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 SECTION 513. 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 and any Coupons appertaining thereto, waive any past default hereunder with respect to such series and its consequences, except a default

  
 (1) in the payment of the principal of (or premium, if any)
or interest on or Additional Amounts payable in respect of any Security of such series or any Coupons appertaining thereto, or 
  
 (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected. 
  
 The Company may,
but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to waive any past default hereunder. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to waive any default hereunder, whether or not such Holders remain Holders after such record date; provided, that unless such majority in principal amount shall have been obtained prior to the date which is 90 days
after such record date, any such waiver previously given shall automatically and without further action by any Holder be cancelled and of no further effect. 
  
 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 514. Undertaking for Costs. 
  
 All parties to this Indenture agree, and each Holder of any Security or Coupon by his or her 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 premium, if any) or interest on or any
Additional Amounts in respect of any Security or the payment of any Coupon on or after the respective Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date or, in the case of
repayment at the option of such Holder if provided in or pursuant to this Indenture, on the date such repayment is due) or interest on any overdue 

  

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principal of any Security or to the extent permitted by law, the payment of interest on any Additional Amounts 
  
 ARTICLE SIX 
 THE TRUSTEE 
  
 SECTION 601. Certain Duties and Responsibilities. 
  
 (1) Except during the continuance of an Event of Default, 
  
 (a) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee; and 
  
 (b) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. 
  
 (2) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. 
  
 (3) No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that 
  
 (a) this Subsection shall not be construed to limit the effect of Subsection (1) of this Section; 
  
 (b) the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; 
  
 (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding Securities of any series, determined as provided in Section 512, 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; and 
  
 (d) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in
the performance 

  

 40 








 
of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it. 
  
 (4) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of
this Section, and shall extend to its officers, directors, employees, agents, successors and assigns. All references in this Article Six to the Trustee shall be deemed to refer to the Trustee acting in its capacities hereunder as Trustee, Paying
Agent and Security Registrar. 
  
 SECTION 602.
Notice of Defaults. 
  
 The Trustee shall not be deemed to
have knowledge of any default or Event of Default hereunder unless and until a Responsible Officer shall have actual knowledge thereof, or shall have received written notice thereof at its Corporate Trust Office. In the absence of such actual
knowledge or notice, the Trustee may conclusively assume that no default has occurred and is continuing under this Indenture. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance
or observance of any of the terms, conditions, covenants or agreements herein or any of the documents executed in connection with Securities issued hereunder, or as to the existence of a default or Event of Default hereunder. 
  
 Within 90 days after a Responsible Officer of the Trustee (1) obtains actual
knowledge of the occurrence of any default hereunder with respect to the Securities of any series or (2) receives written notice of such default from the Company or any other obligor on such Securities or by any Holder of such securities, the
Trustee shall transmit by mail to all Holders of Securities of such series, as their names and addresses appear in the Security Register, notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on, or any Additional Amounts with respect to, any Security of such series or in the payment of any sinking
fund installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of Securities and Coupons of such series; and provided, further, that in the case of any default of the character specified in
Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or
after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. 
  

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 SECTION 603. Certain Rights of Trustee. 
  
 Subject to Sections 315(a) through 315(d) of the Trust Indenture Act and the
provisions of Section 601: 
  
 (1) the Trustee may rely and shall
be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document
believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; 
  
 (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order or as otherwise
expressly provided herein and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; 
  
 (3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officers’ Certificate; 
  
 (4) the Trustee may consult with counsel and the oral or written 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 in good faith and in reliance thereon; 
  
 (5) 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 of any series or any Coupons appertaining thereto pursuant to this Indenture, unless such Holders shall have furnished to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 
  
 (6) 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, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and 
  
 (7) the Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. 
  
 The permissive rights of the Trustee to do things enumerated in this
Indenture shall not be construed as a duty unless so specified herein. 
  

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 SECTION 604. Not Responsible for Recitals or Issuance of Securities. 

 
 The recitals contained herein and in the Securities, except the
Trustee’s certificates of authentication, and in any Coupons shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities or Coupons except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its
obligations hereunder and that the statements made by it in a Statement of Eligibility and Qualification on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 
  
 SECTION 605. May Hold Securities. 
  
 The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and Coupons and, subject to Sections 310(b) and 311 of the Trust Indenture Act and Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 
  
 SECTION 606. Money Held in Trust. 
  
 Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law and shall be held uninvested.
The Trustee shall be under no liability for interest on any Money received by it hereunder except as otherwise agreed in writing with the Company. 
  
 SECTION 607. Compensation and Reimbursement. 
  
 The Company agrees 
  
 (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all
services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 
  
 (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to the Trustee’s negligence or bad faith; and 
  
 (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts 

  

 43 








 
hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder. 
  
 As security for the performance of
the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of
(or premium, if any) or interest on or any Additional Amounts with respect to Securities or any Coupons appertaining thereto. 
  
 Subject to any other rights available to the Trustee under any applicable bankruptcy law, when the Trustee incurs expenses or renders services after an
Event of Default specified in clause (5) or (6) of Section 501 has occurred, the parties hereto and the Holders, by acceptance of the Securities, hereby agree that such expenses and compensation for services are intended to constitute expenses of
administration under any applicable bankruptcy law. 
  
 The
provisions of this Section 607 shall survive any defeasance of the Securities in accordance with Article Thirteen, the payment of the Securities, and the resignation and removal of the Trustee in accordance with Section 610. 
  
 SECTION 608. Disqualification; Conflicting Interests.

  
 The Trustee shall comply with the provisions of Section
310(b) of the Trust Indenture Act, including the optional provision of Section 310(b)(9) of the Trust Indenture Act, permitted by the second sentence thereof. Furthermore, the conflict of interest provisions of Section 310(b)(1) of the Trust
Indenture Act regarding conflicts arising between different indentures shall also apply to any conflicts arising between series of Securities issued under this indenture. 
  
 SECTION 609. Corporate Trustee Required; Eligibility. 
  
 There shall at all times be a Trustee hereunder which shall be a corporation
organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $10,000,000
subject to supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No obligor upon the Securities or Person directly or
indirectly controlling, controlled by, or under common control with such obligor shall serve as Trustee upon the Securities. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this Article. 
  

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 SECTION 610. Resignation and Removal; Appointment of Successor. 
  
 (1) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611. 
  
 (2) The Trustee may resign at any time with respect to the Securities of one
or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
  
 (3) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. 
  
 (4) If at any time: 
  
 (a) the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or 
  
 (b) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or 
  
 (c) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver
of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 
  
 then, in any such case, (i) the Company by or pursuant to a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 315(e) of the Trust Indenture Act and Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of such Holder and all others
similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 
  
 (5) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause, with respect of the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall
comply with the applicable 

  

 45 








 
requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona
fide Holder of a Security of such series for at least six months may, on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series. 
  
 (6) The Company shall give notice
of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail,
postage prepaid, to all Holders of Registered Securities, if any, of such series as their names and addresses appear in the Security Register and, if Securities of such series are issued as Bearer Securities, by publishing notice of such event once
in an Authorized Newspaper in each Place of Payment located outside the United States. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

  
 SECTION 611. Acceptance of Appointment by
Successor. 
  
 (1) In case of the appointment hereunder of a
successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and Money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 607. 
  
 (2) In case of the appointment hereunder of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each 

  

 46 








 
successor Trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (b) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (c) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and Money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 
  
 (3) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in paragraph (1) or (2) of this Section, as the case may be. 
  
 (4) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under
this Article. 
  
 SECTION 612. Merger,
Conversion, Consolidation or Succession to Business. 
  
 Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all
or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any
paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. In case any Securities 

  

 47 








 
or Coupons shall not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities or Coupons,
in either its own name or that of its predecessor Trustee, with the full force and effect which this Indenture provides for the certificate of authentication of the Trustee. 
  
 SECTION 613. Preferential Collection of Claims Against Company. 
  
 The Trustee is subject to Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated therein. 
  
 SECTION 614. Appointment of Authenticating Agent.

  
 At any time when any of the Securities of one or more series
remain outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to Securities of one or more series which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series, and Securities so
authenticated shall be entitled to the benefits hereof and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible
Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made herein to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in
this Section. 
  
 Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on
the part of the Trustee or the Authenticating Agent. 
  
 An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an 

  

 48 








 
Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon
such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and
shall (i) mail notice of such appointment by first class mail, postage prepaid to each Holder of Registered Securities of the series, if any, with respect to which such Authenticating Agent will serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer Securities, publish notice of such appointment at least once in an Authorized Newspaper in the place where such successor Authenticating Agent has its principal office if
such office is located outside the United States. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The provisions of Section 607 shall also apply to any Authenticating Agent. 
  
 The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section. 
  
 The provisions of Sections 308, 604 and 605 shall be applicable to each Authenticating Agent. 
  
 If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: 
  
 This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. 
  

			
	
	 
	as Trustee
		
	By	 	 
	 	 	as Authenticating Agent
		
	By	 	 
	 	 	Authorized Signatory


  
 If all of the
Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of
such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officers’ Certificate by the Company), shall appoint in accordance with this Section an
Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities. 
  

 49 








 SECTION 615. Other Capacities. 
  
 Except as otherwise specifically provided herein, (i) all references in this
Indenture to the Trustee shall be deemed to refer to the Trustee in its capacity as Trustee and in its capacities as Security Registrar and Paying Agent and (ii) every provision of this Indenture relating to the conduct or affecting the liability or
offering protection, immunity or indemnity to the Trustee shall be deemed to apply with the same force and effect to the Trustee acting in its capacities as Paying Agent and Security Registrar. 
  
 ARTICLE SEVEN 
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE 
 AND COMPANY 
  
 SECTION 701. Company to Furnish Trustee Names and
Addresses of Holders. 
  
 In accordance with Section 312(a)
of the Trust Indenture Act, the Company will furnish or cause to be furnished to the Trustee 
  
 (1) semi-annually, either (a) not later than January 31 and July 31 in each year in the case of Original Issue Discount Securities of any series which by their terms do not bear interest prior to Maturity, or (b) not
more than 15 days after each Regular Record Date in the case of Registered Securities of any other series, a list, each in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Registered Securities of such
series as of the preceding January 16 or July 16 or as of such Regular Record Date, as the case may be; and 
  
 (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form
and content as of a date not more than 15 days prior to the time such list is furnished; 
  
 excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar. 
  
 SECTION 702. Preservation of Information; Communications to Holders. 
  
 The Trustee shall comply with the obligations imposed upon it pursuant to
Section 312 of the Trust Indenture Act. 
  
 Every Holder of
Securities or Coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of the disclosure of any such information
as to the names and addresses of the Holders in accordance with Section 312 of the Trust Indenture Act, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under Section 312(b) of the Trust Indenture Act. 
  

 50 








 SECTION 703. Reports by Trustee. 
  
 (1) Within 60 days after May 15 of each year commencing with the first May
15 following the first issuance of Securities pursuant to Section 301, if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated as of such May
15 with respect to any of the events specified in said Section 313(a) which may have occurred since the later of the immediately preceding May 15 and the date of this Indenture. 
  
 (2) The Trustee shall transmit the reports required by Section 313(b) of the Trust Indenture Act and Section 602 at the
times specified therein. 
  
 (3) Reports pursuant to this Section
shall be transmitted in the manner and to the Persons required by Sections 313(c) and 313(d) of the Trust Indenture Act. 
  
 (4) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company will promptly notify the Trustee when any Securities are listed on any stock exchange. 
  
 SECTION 704. Reports by Company. 
  
 The Company shall: 
  
 (1) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, 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 Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in
respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; 
  
 (2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; 
  
 (3) transmit by mail to all Holders, as their names and addresses appear in
the Security Register, within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, 

  

 51 








 
such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be
required by rules and regulations prescribed from time to time by the Commission; and 
  
 (4) furnish to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a brief certificate from the principal executive officer, principal financial officer or
principal accounting officer of the Company as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture. For purposes of this paragraph, such compliance shall be determined without regard to any
period of grace or requirement of notice provided under this Indenture. A written statement satisfying the requirements of Section 1008(a) of this Indenture will be deemed to satisfy the requirements of this Section 704(4). 
  
 ARTICLE EIGHT 
 CONSOLIDATION, MERGER, CONVEYANCE, 
 TRANSFER OR LEASE 
  
 SECTION 801. Company May Consolidate, Etc., Only on
Certain Terms. 
  
 The Company shall not consolidate with or
merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless: 
  
 (1) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or
into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, limited liability company, partnership or trust,
shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on and any Additional Amounts payable with respect to, all the Securities and the performance of every covenant of this Indenture on the
part of the Company to be performed or observed; 
  
 (2)
immediately after giving effect to such transaction no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and 
  
 (3) subject to Sections 601 and 603, either the Company or the successor
Person has delivered to the Trustee an Officers’ Certificate and an Opinion of 

  

 52 








 
Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 
  
 SECTION 802. Successor Corporation Substituted. 
  
 Upon any consolidation by the Company with or merger by the Company into any
other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company
herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities and Coupons. 
  
 In case of any such consolidation, merger, 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 803. Officers’ Certificate and Opinion of Counsel. 
  
 The Trustee, subject to the provisions of Sections 601 and 603, may receive an Officers’ Certificate and an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, complies with the provisions of this Article. 
  
 ARTICLE NINE 
 SUPPLEMENTAL INDENTURE 
  
 SECTION 901.
Supplemental Indentures Without Consent of Holders. 
  
 Without the consent of any Holders of Securities or Coupons, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto,
in form satisfactory to the Trustee, for any of the following purposes: 
  
 (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; 
  
 (2) to add to the covenants of the Company for the benefit of the Holders of
all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or
power herein conferred upon the Company; 
  

 53 








 (3) to add any additional Events of Default for the benefit of the Holders of all or any series of
Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of
any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate
enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in the aggregate principal amount of that or those series of Securities to which such additional
Events of Default apply to waive such default; or 
  
 (4) to add
to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest Coupons, or to
permit or facilitate the issuance of Securities in uncertificated form; 
  
 (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to
the execution of such supplemental indenture which is entitled to the benefit of such provision; 
  
 (6) to secure the Securities; 
  
 (7) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; 
  
 (8) to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 611; 
  
 (9) to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; 

 
 (10) to modify, eliminate or add to the provisions of this Indenture to
such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required
under the Trust Indenture Act; 
  
 (11) to add to or change any
of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any 

  

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restrictions on the payment of principal of, any premium or interest on or any Additional Amounts with respect to Securities, to permit Registered Securities
to be exchanged for Bearer Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; 
  
 (12) to add to, delete from or revise the conditions, limitations and
restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; 
  
 (13) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of
any series of Securities pursuant to Article Thirteen; or 
  
 (14) to amend or supplement any provision contained herein or in any supplemental indenture, provided that no such amendment or supplement shall materially adversely affect the interests of Holders of any Securities then Outstanding,
provided further that any amendment described in this clause (14) made solely to conform this Indenture to the final prospectus, prospectus supplement, offering memorandum or other final offering document provided to investors in connection with the
initial offering of the Securities by the Company shall not be deemed to materially adversely affect the interests of Holders. 
  
 SECTION 902. Supplemental Indentures with Consent of Holders. 
  
 With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series
affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture;
provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, 
  
 (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on or any Additional Amounts with respect to, any
Security, or reduce the principal amount thereof or the rate of interest thereon or any Additional Amounts payable in respect thereof, or any premium payable upon the redemption thereof or otherwise, or change the obligation of the Company to pay
Additional Amounts pursuant to Section 1005 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502, or adversely affect any right of repayment at the option of the Holder of any Security, or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or
analogous obligation, or change the Place of Payment or coin 

  

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or Currency in which any Security or any premium or the interest thereon or any Additional Amounts with respect thereto is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case of repayment at the option of the Holder, on or after the date for
repayment), or 
  
 (2) reduce the percentage in principal amount
of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture or reduce the requirements of Section 1504 for quorum or voting, or 
  
 (3) modify any of the provisions of this Section or Section 513, except to increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 611(2) and 901(8). 
  
 A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be
deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 
  
 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after
such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall
automatically and without further action by any Holder be cancelled and of no further effect. 
  
 It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

  
 SECTION 903. Execution of Supplemental
Indentures. 
  
 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 315 of the Trust 

  

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Indenture Act and Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 
  
 SECTION 904. Effect of Supplemental Indentures.

  
 Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder
and of any Coupons appertaining thereto shall be bound thereby. 
  
 SECTION 905. Conformity with Trust Indenture Act. 
  
 Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. 
  
 SECTION 906. Reference in Securities to Supplemental Indentures. 
  
 Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall, if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new
Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series. 
  
 ARTICLE TEN 

COVENANTS 
  
 SECTION 1001. Payment of Principal, Premium and Interest. 
  
 The Company covenants and agrees for the benefit of the Holders of each series of Securities that it will duly and
punctually pay the principal of (and premium, if any), interest on and any Additional Amounts payable with respect to the Securities of that series in accordance with the terms of the Securities, any Coupons appertaining thereto and this Indenture.
Any principal due on any Bearer Security shall be payable only upon presentation and surrender of such Bearer Security and any interest due on and any Additional Amounts payable with respect to Bearer Securities on or before Maturity, other than
Additional Amounts, if any, payable as provided in Section 1005 in respect of principal of (or premium, if any, on) such a Security, shall be payable only upon presentation and surrender of the several Coupons appertaining thereto for such interest
installments as are evidenced thereby as they severally mature. 
  

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 SECTION 1002. Maintenance of Office or Agency. 
  
 The Company will maintain in each Place of Payment for any series of
Securities (which Place of Payment, for so long as Securities of any series issued in definitive certificated form shall be Outstanding, shall include a location in the Borough of Manhattan, The City of New York, State of New York) an Office or
Agency where Securities of that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of that series
may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer
Securities, the Company will maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons
appertaining thereto may be presented and surrendered for payment (including payment of any Additional Amounts payable on Securities of such series pursuant to Section 1005); provided, however, that if the Securities of such series are listed on The
Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent in
London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location,
and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee except that Bearer Securities of that series and any Coupons appertaining thereto may be presented and surrendered for payment (including payment of any Additional Amounts
payable on Bearer Securities of that series pursuant to Section 1005) at the place specified for the purpose pursuant to Section 301, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and
demands. 
  
 Except as otherwise provided in the form of Bearer
Security of any particular series pursuant to the provisions of this Indenture, no payment of principal, premium, interest or Additional Amounts on Bearer Securities shall be made at any Office or Agency of the Company in the United States or by
United States Dollar check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, payment of principal of and any premium and interest in United States Dollars
(including Additional Amounts payable in respect thereof) on any Bearer Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York if (but
only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for the purpose by the Company in accordance with this Indenture is illegal or effectively precluded
by exchange controls or other similar restrictions. 
  
 The
Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such 

  

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purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such
other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series Dallas, Texas, and initially appoints the office of the Trustee at 2001 Bryan Street, Dallas,
Texas 75201, as the Office or Agency for such purpose. Pursuant to Section 301(10) of this Indenture, the Company may subsequently appoint an additional or different place or places in the Borough of Manhattan, The City of New York where such
Securities may be payable. 
  
 Unless otherwise specified in an
Officers’ Certificate, the Company hereby appoints the Trustee as its Paying Agent hereunder. 
  
 SECTION 1003. Money for Securities Payments to Be Held in Trust. 
  
 If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before
each due date of the principal of (and premium, if any) or interest on or Additional Amounts with respect to any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal (and premium, if any) or interest or Additional Amounts so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

  
 Whenever the Company shall have one or more Paying Agents for
any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on or Additional Amounts with respect to any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal
(and premium, if any) or interest or Additional Amounts so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act. 
  
 The Company will cause each
Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

  
 (1) hold all sums held by it for the payment of the principal
of (and premium, if any) or interest on or Additional Amounts with respect to Securities of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein
provided; 
  
 (2) give the Trustee notice of any default by the
Company (or any other obligor upon the Securities of that series) in the making of any payment of principal (and premium, if any) or interest on or Additional Amounts with respect to the Securities of that series; and 
  
 (3) at any time during the continuance of any such default, upon the written
request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. 
  

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 The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such
sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such Money. Any Paying Agent shall also be entitled to the
benefits and protections afforded the Trustee under Article Six. 
  
 Any money deposited with the Trustee or any Paying Agent, or then held by the Company in trust for the payment of the principal of (and premium, if any) or interest on or any Additional Amounts with respect to any Security of any series and
remaining unclaimed for two years after such principal (and premium, if any) or interest or any such Additional Amounts have become due and payable shall be either delivered by the Trustee to applicable escheatment authorities in accordance with the
Trustee’s customary procedures or paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust, and in either of such latter events the Company shall have sole responsibility for compliance with
all applicable escheat laws; and the Holder of such Security or any Coupon appertaining thereto shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent
with respect to such trust Money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper, notice that such Money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed
balance of such Money then remaining will be repaid to the Company. The Company shall have no right, title or interest in or to any Moneys held by the Trustee pursuant to this Section. The Trustee shall not be liable to the Company or any Holder for
interest on funds held by the Trustee for the payment and discharge of the principal, interest, or premium or any Additional Amounts on any of the Securities to any Holder. 
  
 SECTION 1004. Additional Covenants. 
  
 The Company will do or cause to be done all such other things required under any supplemental indenture executed in
accordance with this Indenture. 
  
 SECTION 1005.
Additional Amounts. 
  
 If the Securities of a series
provide for the payment of Additional Amounts, the Company will pay to the Holder of any Security of any series or any Coupon appertaining thereto Additional Amounts as provided therein. Whenever in this Indenture there is mentioned, in any context,
the payment of the principal of (or premium, if any) or interest on, or in respect of, any Security of any series or any related Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed
to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express
mention of the payment of Additional Amounts (if applicable) in any 

  

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provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. 
  
 If the Securities of a series provide for the payment of Additional Amounts,
at least ten days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any)
is made), and at least ten days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company will
furnish the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal (and
premium, if any) or interest on the Securities of that series shall be made to Holders of Securities of that series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such
Holders of Securities or Coupons and the Company will pay to the Trustee or such Paying Agent the Additional Amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant
to this Section or in reliance upon the failure of the Company to furnish any such certificate. 
  
 SECTION 1006. Corporate Existence. 
  
 Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate
existence and the rights (charter and statutory) and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right or franchise if it shall determine that the
preservation thereof is no longer desirable in the conduct of the business of the Company and/or any Subsidiary and that the loss thereof is not disadvantageous in any material respect to the Holders. 
  
 SECTION 1007. Payment of Taxes and Other Claims.

  
 The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all
lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings. 
  

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 SECTION 1008. Statement by Officers as to Default. 
  
 (a) The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year, a written statement (which need not be contained in or accompanied by an Officers’ Certificate) signed by the principal executive officer, the principal financial officer or the principal accounting
officer of the Company, stating that 
  
 (1) a review of the
activities of the Company during such year and of performance under this Indenture has been made under his or her supervision, and 
  
 (2) to the best of his or her knowledge, based on such review, (a) the Company has complied with all the conditions and covenants imposed on it under this
Indenture throughout such year, or, if there has been a default in the fulfillment of any such condition or covenant, specifying each such default known to him or her and the nature and status thereof, and (b) no event has occurred and is continuing
which is, or after notice or lapse of time or both would become, an Event of Default, or, if such an event has occurred and is continuing, specifying each such event known to him or her and the nature and status thereof. 
  
 (b) The Company shall deliver to the Trustee, within five
days after the occurrence thereof, written notice of any event which after notice or lapse of time or both would become an Event of Default. 
  
 SECTION 1009. Waiver of Certain Covenants. 
  
 The Company may omit in any particular instance to comply with any term, provision or condition set forth in Sections 1005
to 1008, inclusive, with respect to the Securities of any series if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 
  
 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to
waive compliance with any term, provision or condition referred to in the immediately preceding paragraph. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to
waive compliance with any such term, provision or condition, whether or not such Holders remain Holders after such record date: provided, that unless such requisite percentage in principal amount shall have been obtained prior to the date
which is 90 days after such record date, any such waiver previously given shall automatically and without further action by any Holder be cancelled and of no further effect. 
  

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 ARTICLE ELEVEN 
 REDEMPTION OF SECURITIES 
  
 SECTION 1101. Applicability of Article. 
  
 Securities of any series which are redeemable before their Stated Maturity shall be redeemable at the option of the Company in accordance with their terms and (except as otherwise specified as contemplated by Section
301 for Securities of any series) in accordance with this Article. 
  
 SECTION 1102. Election to Redeem; Notice to Trustee. 
  
 The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company of less than all the Securities of any series
having the same issue date, interest rate, Stated Maturity and other terms the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date, of the tenor, if applicable, of the Securities to be redeemed, and of the principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on
such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction. 
  
 SECTION 1103. Selection by Trustee of Securities to Be
Redeemed. 
  
 If less than all the Securities of any series
having the same issue date, interest rate, Stated Maturity and other terms are to be redeemed (unless all of the Securities of a specified tenor are to be redeemed), the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series subject to such redemption and not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Registered Securities of such series or a denomination larger than the
minimum authorized denomination for Securities of that series. 
  
 The Trustee shall promptly notify the Company and the Security Registrar (if other than itself) in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed. 
  
 For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has
been or is to be redeemed. 
  
 SECTION 1104.
Notice of Redemption. 
  
 Notice of redemption shall be
given in the manner provided in Section 106 not less than 30 nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in the Securities to be redeemed. Failure to give notice by mailing in the manner herein provided
to the Holder of any Registered Securities designated for redemption in whole or in 

  

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part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Securities or portion
thereof. 
  
 Any notice that is mailed to the Holder of any
Registered Securities in the manner herein provided shall be conclusively presumed to have been duly given, whether or not such Holder receives the notice. 
  
 All notices of redemption shall state: 
  
 (1) the Redemption Date; 
  
 (2) the Redemption Price; 
  
 (3) if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Securities to be redeemed; 
  
 (4) in case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the Holder of such Security will receive, without charge,
a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed; 
  
 (5) the CUSIP numbers of the Securities to be redeemed; 
  
 (6) that on the Redemption Date the Redemption Price will become due and payable upon each such Security or portion thereof to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date; 
  
 (7) the place or places where such Securities, together, in the case of Bearer Securities with all Coupons appertaining thereto, if any, maturing after the Redemption Date, are to be surrendered for payment of the
Redemption Price and any accrued interest and Additional Amounts pertaining thereto; 
  
 (8) that the redemption is for a sinking fund, if such is the case; 
  
 (9) that, unless otherwise specified in such notice, Bearer Securities of any series, if any, surrendered for redemption must be accompanied by all
Coupons maturing subsequent to the date fixed for redemption or the amount of any such missing Coupon or Coupons will be deducted from the Redemption Price, unless security or indemnity satisfactory to the Company, the Trustee and any Paying Agent
is furnished; and 
  
 (10) if Bearer Securities of any series are
to be redeemed and any Registered Securities of such series are not to be redeemed, and if such Bearer Securities may be exchanged for Registered Securities not subject to redemption on the Redemption Date pursuant to Section 305 or otherwise, the
last date, as determined by the Company, on which such exchanges may be made. 
  

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 A notice of redemption published as contemplated by Section 106 need not identify particular Registered
Securities to be redeemed. 
  
 Notice of redemption of Securities
to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request made in writing at least 15 days prior to the last day upon which notice of redemption may be given under this Section 1104, by the Trustee
in the name and at the expense of the Company. 
  
 SECTION 1105. Deposit of Redemption Price. 
  
 On
or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of Money sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect thereto, all the Securities or portions thereof which are to be redeemed on that date.

  
 SECTION 1106. Securities Payable on
Redemption Date. 
  
 Notice of redemption having been given
as aforesaid, the Securities or portion thereof so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear interest and the Coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any
such Security for redemption in accordance with said notice, together with all Coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with accrued
interest (and any Additional Amounts) to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only upon presentation and
surrender of Coupons for such interest (at an office or agency located outside the United States except as otherwise provided in Section 1002), and provided, further, that, unless otherwise specified as contemplated by Section 301 for Registered
Securities of any series, installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Registered Securities, or one or more Predecessor Securities, registered as such at the close of
business on the relevant Regular Record Dates according to their terms and the provisions of Section 307. 
  
 If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant Coupons maturing after the Redemption Date, such Security
may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing Coupon in respect of which a deduction shall
have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided, however, that interest (and any Additional Amounts) 

  

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represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside of the United States
except as otherwise provided in Section 1002. 
  
 If any Security
called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
  
 SECTION 1107. Securities Redeemed in Part.

  
 Any Registered Security which is to be redeemed only in part
shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or
his or her attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities of the same series
and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a Global Security is so surrendered,
the Company shall execute, and the Trustee shall authenticate and deliver to the Depositary for such Security in global form as shall be specified in the Company Order with respect thereto to the Trustee, without service charge, a new Security in
global form in a denomination equal to and in exchange for the unredeemed portion of the principal of the Global Security so surrendered. 
  
 ARTICLE TWELVE 
 SINKING FUNDS 
  
 SECTION 1201. Applicability of Article. 

 
 The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as contemplated by Section 301 for Securities of such series. 
  
 The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking
fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities
of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities
of such series. 
  
 SECTION 1202. Satisfaction
of Sinking Fund Payments with Securities. 
  
 The Company (1)
may deliver Outstanding Securities of a series (other than any previously called for redemption), together in the case of Bearer Securities of such series with all unmatured Coupons appertaining thereto, and (2) may apply as a credit Securities of a
series which have been redeemed either at the election of the Company pursuant to the 

  

 66 








 
terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities
have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption 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 of any series in lieu of cash payments pursuant to this Section 1202, the principal amount of Securities of such series to be 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 Company Request, 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 at the request of the Company from time to time 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 requested to be released to the Company. 
  
 SECTION 1203. Redemption of Securities for Sinking
Fund. 
  
 Not less than 30 days 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 Securities of that series pursuant to Section 1202, and the optional amount, if any, to be
added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so credited and not theretofore delivered. Not less than 15 days 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 1103 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 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. 
  
 ARTICLE THIRTEEN 
 DEFEASANCE AND COVENANT DEFEASANCE 
  
 SECTION 1301. Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance. 
  
 Unless otherwise provided pursuant to Section 301, this Article Thirteen shall be applicable to the Securities of such series and any Coupons appertaining
thereto, and the Company may at its option by or pursuant to Board Resolution, at any time, with respect to the Securities of such series and any Coupons appertaining thereto, elect to have either Section 1302 (if applicable) or Section 1303 (if
applicable) be applied to the Outstanding Securities of such series upon compliance with the conditions set forth below in this Article Thirteen. 
  

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 SECTION 1302. Defeasance and Discharge. 
  
 Upon the Company’s exercise of the above option applicable to this
Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series and any Coupons appertaining thereto on and after the date the conditions precedent set forth below are
satisfied but subject to satisfaction of the conditions subsequent set forth below (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Securities of such series and any Coupons appertaining thereto and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of Outstanding Securities of
such series and any Coupons appertaining thereto to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments of the principal of (and premium, if any) and interest on or Additional Amounts
with respect to such Securities and Coupons when such payments are due, (2) the Company’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003 and such obligations as shall be ancillary thereto, (3) the
rights, powers, trusts, duties, indemnities, immunities and other provisions in respect of the Trustee hereunder and (4) this Article Thirteen. Subject to compliance with this Article Thirteen, the Company may exercise its option under this Section
1302 notwithstanding the prior exercise of its option under Section 1303 with respect to the Securities of such series. Following a defeasance, payment of the Securities of such series may not be accelerated because of an Event of Default.

  
 SECTION 1303. Covenant Defeasance.

  
 Upon the Company’s exercise of the above option
applicable to this Section, the Company shall be released from its obligations under Sections 1005 through 1008 (and any other Sections applicable to such Securities that are determined pursuant to Section 301 to be subject to this provision) and
the occurrence of an Event of Default specified in Section 501(4) (insofar as it is with respect to Sections 1005 through 1008 or any other Section applicable to such Securities that are determined pursuant to Section 301 to be subject to this
provision) or Section 501(4) shall be deemed not to be an Event of Default with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied but subject to satisfaction of the
conditions subsequent set forth below (hereinafter, “covenant defeasance”). For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities of such series, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set forth in any such Section, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section
to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby. Following a covenant defeasance, payment of the Securities of such series may not be accelerated because of
an Event of Default specified in Section 501(4) or by reference to such other Section specified above in this Section 1303. 
  

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 SECTION 1304. Conditions to Defeasance or Covenant Defeasance. 
  
 The following shall be the conditions precedent or, as specifically noted
below, subsequent to application of either Section 1302 or Section 1303 to the Outstanding Securities of such series: 
  
 (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 609
who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the
Holders of such Securities, (a) Money in an amount, or (b) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the
due date of any payment, Money in an amount, or (c) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest on and Additional Amounts with respect to the Outstanding
Securities of such series to Maturity and (ii) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the due dates thereof. Before such a deposit the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date or dates in accordance with Article Eleven, which shall be given effect in applying the foregoing. For this purpose, “U.S. Government Obligations” means
securities that are (a) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall
also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any
such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt.

  
 (2) No Event of Default or event which with notice or lapse
of time or both would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing (a) on the date of such deposit or (b) insofar as subsections 501(5) and (6) are concerned, at any time during the
period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period applicable to 

  

 69 








 
the Company in respect of such deposit (it being understood that the condition in this clause (2) is a condition subsequent and shall not be deemed satisfied
until the expiration of such period). 
  
 (3) Such defeasance or
covenant defeasance shall not (a) cause the Trustee for the Securities of such series to have a conflicting interest as defined in Section 608 or for purposes of the Trust Indenture Act with respect to any securities of the Company or (b) result in
the trust arising from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended. 
  
 (4) Such defeasance or covenant defeasance shall 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. 
  
 (5) Such defeasance or covenant defeasance shall not cause any Securities of such series then listed on any registered national securities exchange under
the Securities Exchange Act of 1934, as amended, to be delisted. 
  
 (6) In the case of an election under Section 1302, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling,
or (b) since the date of this 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 shall confirm that, the Holders of the Outstanding Securities of such series
will not recognize income, gain or loss for Federal income tax purposes as a result of such 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
defeasance had not occurred. 
  
 (7) In the case of an election
under Section 1303, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result
of such 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 covenant defeasance had not occurred. 
  
 (8) Such defeasance or covenant defeasance shall be effected in compliance
with any additional terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301. 
  
 (9) 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 either the defeasance under Section 1302 or the covenant defeasance under Section 1303 (as the case may be) have been complied with. 
  

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 SECTION 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.

  
 Subject to the provisions of the last paragraph of Section
1003, all Money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee — collectively, for purposes of this Section 1305, the “Trustee”) pursuant to Section 1304
in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not
including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal (and premium, if any) and interest and Additional Amounts, but
such Money need not be segregated from other funds except to the extent required by law. 
  
 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Money or U.S. Government Obligations deposited pursuant to Section 1304 or the principal and
interest received in respect thereof. 
  
 Anything herein to the
contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any Money or U.S. Government Obligations held by it as provided in Section 1304 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

  
 Anything herein to the contrary notwithstanding, if and to the
extent the deposited Money or U.S. Government Obligations (or the proceeds thereof) either (a) cannot be applied by the Trustee in accordance with this Section because of a court order or (b) are for any reason insufficient in amount, then the
Company’s obligations to pay principal of (and premium, if any) and interest on and Additional Amounts with respect to the Securities of such series shall be reinstated to the extent necessary to cover the deficiency on any due date for
payment. In any case specified in clause (a) of this paragraph, the Company’s interest in the deposited Money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Company’s payment obligations are
reinstated. 
  
 ARTICLE FOURTEEN 
 REPAYMENT AT THE OPTION OF HOLDERS 
  
 SECTION 1401. Applicability of Article. 
  

Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance with the
terms of the Securities of such series. The repayment of any principal amount of such Securities pursuant to such option of the Holder to require repayment of Securities before their Stated Maturity, for purposes of Section 309, shall not operate as
a payment, redemption or satisfaction of the indebtedness represented by such Securities unless and until the Company, at its option, shall deliver or surrender the same to the Trustee with a directive that such Securities be cancelled.
Notwithstanding anything to the 

  

 71 








 
contrary contained in this Section 1401, in connection with any repayment of Securities, the Company may arrange for the purchase of any Securities by an
agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to the Holders of such Securities on or before the close of business on the repayment date an amount not less than the repayment price payable by
the Company on repayment of such Securities, and the obligation of the Company to pay the repayment price of such Securities shall be satisfied and discharged to the extent such payment is so paid by such purchasers. 
  
 ARTICLE FIFTEEN 
 MEETINGS OF HOLDERS OF SECURITIES 
  
 SECTION 1501. Purposes for Which Meetings May Be Called. 
  
 A meeting of Holders of Securities of any series may be called at any time and from time to time pursuant to this Article to
make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such series. 
  
 SECTION 1502. Call, Notice and Place of Meetings.

  
 (1) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1501, to be held at such time and at such place in The City of New York, or, if Securities of such series have been issued as Bearer Securities, in London or such other place outside the
United States, as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given,
in the manner provided in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the meeting. 
  
 (2) In case at any time the Company (by or pursuant to a Board Resolution) or the Holders of at least 10% in principal amount of the Outstanding
Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1501, by written request setting forth in reasonable detail the action proposed to be taken
at the meeting, and the Trustee shall not have made the first publication or mailing of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then
the Company or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place in The City of New York, or, if Securities of such series are to be issued as Bearer Securities, in
London for such meeting and may call such meeting for such purposes by giving notice thereof as provided in subsection (1) of this Section. 
  
 SECTION 1503. Persons Entitled to Vote at Meetings. 
  
 To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more
Outstanding Securities of such series, or (2) a Person 

  

 72 








 
appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The
only Persons who shall be entitled to be present or to speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel. 
  
 SECTION 1504. Quorum; Action. 
  
 The Persons
entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series; provided, however, that if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than a specified percentage in principal amount of the Outstanding Securities of a series, the Persons entitled to vote such specified
percentage in principal amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes after the time appointed for any such meeting, the meeting shall, if convened at the request of
Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a
quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of
any adjourned meeting shall be given as provided in Section 1502(1), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall constitute a quorum. 
  
 Except as limited by the proviso to Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened
at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that series; provided, however, that, except as limited by the proviso to Section
902, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Securities of such series. 
  
 Any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all the Holders of Securities of such series and the Coupons
appertaining thereto, whether or not such Holders were present or represented at the meeting. 
  

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 SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of
Meetings. 
  
 (1) Notwithstanding any other provisions of
this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of such series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104 or by having
the signature of the Person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof. 
  
 (2) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company
or by Holders of Securities as provided in Section 1502(2), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 
  
 (3) At any meeting, each Holder of a Security of such series or proxy shall
be entitled to one vote for each $1,000 of principal amount of Securities of such series held or represented by him or her; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 
  
 (4) Any meeting of Holders of Securities of any series duly called pursuant
to Section 1502 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be held as so
adjourned without further notice. 
  
 SECTION
1506. Counting Votes and Recording Action of Meetings. 
  
 The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by
proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the 

  

 74 








 
secretary of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record, at least in triplicate, of the proceedings
of each meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 1502 and, if applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.
Any record so signed and verified shall be conclusive evidence of the matters therein stated. 
  
 ARTICLE SIXTEEN 
 SECURITIES IN FOREIGN CURRENCIES 
  
 SECTION 1601. Applicability of Article. 

 
 Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in which not all of such Securities are denominated in the same currency, or (ii) any distribution to Holders of Securities, in the absence of any provision to the contrary
in the form of Security of any particular series, any amount in respect of any Security denominated in a currency other than Dollars shall be treated for any such action or distribution as that amount of Dollars that could be obtained for such
amount on such reasonable basis of exchange and as of the record date with respect to Registered Securities of such series (if any) for such action, determination of rights or distribution (or, if there shall be no applicable record date, such other
date reasonably proximate to the date of such action, determination of rights or distribution) as the Company may specify in a written notice to the Trustee or, in the absence of such written notice, as the Trustee may determine. 
  
 *     *     *    
* 
  
 This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and, in the case
of the Company, caused its corporate seal to be hereunto affixed and attested, all as of the day and year first above written. 
  

									
	 	 	 	 	 NATIONWIDE HEALTH PROPERTIES, INC.,
 a
Maryland corporation

	[SEAL]	 	 	 	 
				
	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 Title:
	 	 
			
	Attest:	 	 	 	 
				
	By:	 	 	 	 	 	 
			
	 	 	 	 	 J.P. MORGAN TRUST COMPANY,
 NATIONAL
ASSOCIATION,
 as Trustee

				
	 	 	 	 	By:	 	 
	 	 	 	 	 Name:
	 	 
	 	 	 	 	 Title:
	 	 

  

 76 








 Reconciliation and tie between Trust Indenture Act 
 of 1939 and Indenture, dated                     ,
        1 
  

					
	Section of Act

	  	Indenture Section


	310	  	(a)(1)	  	609
	 	  	(a)(2)	  	609
	 	  	(a)(3)	  	Not Applicable
	 	  	(a)(4)	  	Not Applicable
	 	  	(a)(5)	  	609
	 	  	(b)	  	608
	 	  	(b)(1)	  	608
	 	  	(b)(9)	  	608
	311	  	(a)	  	613
	 	  	(b)	  	613
	 	  	(b)(2)	  	703(2)
	312	  	(a)	  	701
	 	  	(b)	  	702
	 	  	(c)	  	702
	313	  	(a)	  	703(1)
	 	  	(b)	  	703(2)
	 	  	(c)	  	703(1), 703(3)
	 	  	(d)	  	703(3), 703(4)
	314	  	(a)	  	704
	 	  	(b)	  	Not Applicable
	 	  	(c)(1)	  	102
	 	  	(c)(2)	  	102
	 	  	(c)(3)	  	Not Applicable
	 	  	(d)	  	Not applicable
	 	  	(e)	  	102
	315	  	(a)	  	601(1)
	 	  	(b)	  	602
	 	  	(c)	  	601(2)
	 	  	(d)	  	601(3)
	 	  	(d)(1)	  	601(3)(a)
	 	  	(d)(2)	  	601(3)(b)
	 	  	(d)(3)	  	601(3)(c)
	 	  	(e)	  	514
	316	  	(a)(1)(A)	  	512
	 	  	(a)(1)(B)	  	513
	 	  	(a)(2)	  	Not Applicable
	 	  	(b)	  	508
	 	  	(c)	  	Not Applicable
	317	  	(a)(1)	  	503
	 	  	(a)(2)	  	504
	 	  	(b)	  	1003
	318	  	(a)	  	108



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