Indenture



 Exhibit 4(a) 
  

  
 WAL-MART STORES, INC. 
  
 and

  
 J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

 as Indenture Trustee 
  
 INDENTURE 
  
 Dated as of July 19, 2005 
  








 CROSS-REFERENCE TABLE 
  

			
	TIA Section

	  	 Indenture Section


	310	  	8.08
	      (a)(1)	  	8.09
	      (a)(2)	  	8.09
	      (a)(3)	  	N.A.
	      (a)(4)	  	N.A.
	      (a)(5)	  	8.09, 8.10, 8.11
	      (b)	  	1.06, 8.08, 8.09, 8.10, 8.11
	      (c)	  	N.A.
	311(a)	  	8.13
	      (b)	  	8.13
	      (c)	  	N.A.
	312	  	6.01
	      (a)	  	6.01
	      (b)	  	6.01
	      (c)	  	6.01
	313	  	6.02
	313(a)	  	6.02
	      (b)(1)	  	N.A.
	      (b)(2)	  	6.02
	      (c)	  	1.06, 6.02
	      (d)	  	6.02
	314(a)	  	1.02, 1.06, 6.03
	      (b)	  	N.A.
	      (c)(1)	  	1.02
	      (c)(2)	  	1.02
	      (c)(3)	  	N.A.
	      (d)	  	N.A.
	      (e)	  	1.02
	      (f)	  	N.A.
	315(a)	  	8.01(i)
	      (b)	  	1.06, 6.02, 8.02
	      (c)	  	8.01(ii)
	      (d)	  	8.01(iii)
	      (e)	  	7.14
	316(a)(1)(A)	  	7.02, 7.12
	      (a)(1)(B)	  	7.13
	      (a)(2)	  	N.A.
	      (b)	  	7.08
	317(a)(1)	  	7.03
	      (a)(2)	  	7.04
	      (b)	  	5.03
	318(a)	  	1.08
	      (c)	  	1.08



	*	This cross-reference table shall not, for any purpose, be deemed to be part of this Indenture. 

  

 i 








 TABLE OF CONTENTS1 
  
 ARTICLE ONE 
  
 Definitions and other Provisions of General Application 
  

					
	 SECTION 1.01.
	  	Definitions	  	1
	 	  	“Act”	  	1
	 	  	“Affiliate”	  	1
	 	  	“Authenticating Agent”	  	1
	 	  	“Authorized Newspaper”	  	2
	 	  	“Authorized Officer”	  	2
	 	  	“Board of Directors”	  	2
	 	  	“Board Resolution”	  	2
	 	  	“Business Day”	  	2
	 	  	“Clearstream”	  	2
	 	  	“Commission”	  	2
	 	  	“Company”	  	2
	 	  	“Company Request” and “Company Order”	  	2
	 	  	“corporation”	  	2
	 	  	“Defaulted Interest”	  	2
	 	  	“Definitive Security”	  	2
	 	  	“Depositary”	  	2
	 	  	“Designated Currency”	  	2
	 	  	“Dollar” or “$”	  	2
	 	  	“Euroclear”	  	2
	 	  	“Event of Default”	  	2
	 	  	“Exchange Act”	  	2
	 	  	“Exchange Rate”	  	3
	 	  	“Exchange Rate Agent”	  	3
	 	  	“Federal Bankruptcy Code”	  	3
	 	  	“Foreign Currency”	  	3
	 	  	“Global Exchange Date”	  	3
	 	  	“Global Security”	  	3
	 	  	“Government Securities”	  	3
	 	  	“Holder”	  	3
	 	  	“incorporated provision”	  	3
	 	  	“interest”	  	3
	 	  	“Interest Payment Date”	  	3
	 	  	“Maturity”	  	3
	 	  	“Officers’ Certificate”	  	3
	 	  	“Opinion of Counsel”	  	3
	 	  	“Original Issue Discount Security”	  	3
	 	  	“Outstanding”	  	3
	 	  	“Participant”	  	4
	 	  	“Paying Agent”	  	4
	 	  	“Person”	  	4
	 	  	“Place of Payment”	  	4
	 	  	“Predecessor Security”	  	4
	 	  	“Principal Corporate Trust Office”	  	4
	 	  	“Principal Paying Agent”	  	4



	1	This Table of Contents is not part of the Indenture. 

  

 ii 








 Table of Contents 
 (continued) 
  

					
	 	  	 	  	Page


	 	  	“Redemption Date”	  	4
	 	  	“Redemption Price”	  	4
	 	  	“Registered Security”	  	4
	 	  	“Registrar”	  	4
	 	  	“Registry”	  	5
	 	  	“Regular Record Date”	  	5
	 	  	“Repurchase Date”	  	5
	 	  	“Repurchase Price”	  	5
	 	  	“Responsible Officer”	  	5
	 	  	“Security” or “Securities”	  	5
	 	  	“Series”	  	5
	 	  	“Series Terms Certificate”	  	5
	 	  	“Special Record Date”	  	5
	 	  	“Stated Maturity”	  	5
	 	  	“Subsidiary”	  	5
	 	  	“Supplemental Indenture”	  	5
	 	  	“Trustee”	  	5
	 	  	“Trust Indenture Act” or “TIA”	  	5
	 	  	“United States”	  	5
	 	  	“United States Alien”	  	5
	 	  	“Vice President”	  	6
	 SECTION 1.02.
	  	Compliance Certificates and Opinions	  	6
	 SECTION 1.03.
	  	Form of Documents Delivered to Trustee	  	6
	 SECTION 1.04.
	  	Acts of Holders	  	6
	 SECTION 1.05.
	  	Notices, etc., to Trustee and Company	  	8
	 SECTION 1.06.
	  	Notices to Holders; Waiver	  	8
	 SECTION 1.07.
	  	Language of Notices, etc.	  	8
	 SECTION 1.08.
	  	Conflict with Trust Indenture Act	  	8
	 SECTION 1.09.
	  	Effect of Headings and Table of Contents	  	8
	 SECTION 1.10.
	  	Successors and Assigns.	  	8
	 SECTION 1.11.
	  	Severability Clause.	  	8
	 SECTION 1.12.
	  	Benefits of Indenture	  	8
	 SECTION 1.13.
	  	Legal Holidays	  	9
	 SECTION 1.14.
	  	Governing Law	  	9
	 SECTION 1.15
	  	Submission to Jurisdiction	  	9
	
	ARTICLE TWO
	
	Forms of the Securities
			
	 SECTION 2.01.
	  	Forms Generally.	  	10
	 SECTION 2.02.
	  	Form of Securities	  	10
	 SECTION 2.03.
	  	Form of Trustee’s Certificate of Authentication	  	10
	 SECTION 2.04.
	  	Global Securities	  	10
	
	ARTICLE THREE
	
	The Securities
			
	 SECTION 3.01.
	  	Terms of Securities	  	11
	 SECTION 3.02.
	  	Denominations	  	14
	 SECTION 3.03.
	  	Execution, Authentication, Delivery and Dating	  	14
	 SECTION 3.04.
	  	Registrar, Paying Agent and Depositary	  	15
	 SECTION 3.05.
	  	Temporary Securities	  	16

  

 iii 








 Table of Contents 
 (continued) 
  

					
	 	  	 	  	Page


	 SECTION 3.06.
	  	Transfer and Exchange	  	17
	 SECTION 3.07.
	  	Mutilated, Destroyed, Lost and Stolen Securities	  	18
	 SECTION 3.08.
	  	Payment of Interest; Interest Rights Preserved	  	19
	 SECTION 3.09.
	  	Persons Deemed Owners	  	19
	 SECTION 3.10.
	  	Cancellation.	  	20
	 SECTION 3.11.
	  	Computation of Interest	  	20
	 SECTION 3.12.
	  	Currency Indemnity	  	20
	 SECTION 3.13.
	  	CUSIP Numbers	  	20
	 SECTION 3.14.
	  	Book-Entry Only System	  	20
	
	ARTICLE FOUR
	
	Redemption of Securities
			
	 SECTION 4.01.
	  	Applicability of Article.	  	21
	 SECTION 4.02.
	  	Election To Redeem; Notice To Trustee	  	21
	 SECTION 4.03.
	  	Selection by Registrar of Securities To Be Redeemed	  	21
	 SECTION 4.04.
	  	Notice of Redemption	  	21
	 SECTION 4.05.
	  	Deposit of Redemption Price	  	22
	 SECTION 4.06.
	  	Securities Payable on Redemption Date	  	22
	 SECTION 4.07.
	  	Securities Redeemed in Part.	  	22
	 SECTION 4.08.
	  	Redemption Suspended During Event of Default	  	22
	
	ARTICLE FIVE
	
	Covenants
			
	 SECTION 5.01.
	  	Payment of Principal, Premium and Interest.	  	23
	 SECTION 5.02.
	  	Maintenance of Office or Agency	  	23
	 SECTION 5.03.
	  	Money for Security Payments To Be Held in Trust	  	23
	 SECTION 5.04.
	  	Additional Amounts	  	24
	 SECTION 5.05.
	  	Statement as to Compliance	  	24
	 SECTION 5.06.
	  	Maintenance of Corporate Existence, Rights and Franchises	  	25
	
	ARTICLE SIX
	
	Holders’ Lists and Reports by the Trustee and the Company
			
	 SECTION 6.01.
	  	Preservation of Information; Communications to Holders	  	25
	 SECTION 6.02.
	  	Reports, Records and Filings by the Trustee	  	26
	 SECTION 6.03.
	  	Reports by the Company	  	26
	
	ARTICLE SEVEN
	
	Events of Default and Remedies
			
	 SECTION 7.01.
	  	Events of Default	  	27
	 SECTION 7.02.
	  	Acceleration of Maturity; Rescission and Annulment	  	28
	 SECTION 7.03.
	  	Collection of Indebtedness and Suits for Enforcement by Trustee	  	28
	 SECTION 7.04.
	  	Trustee May File Proofs of Claim	  	29
	 SECTION 7.05.
	  	Trustee May Enforce Claims Without Possession of Securities	  	29
	 SECTION 7.06.
	  	Application of Money Collected	  	30
	 SECTION 7.07.
	  	Limitation on Suits	  	30
	 SECTION 7.08.
	  	Unconditional Right of Holders To Receive Principal, Premium and Interest	  	30

  

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 Table of Contents 
 (continued) 
  

					
	 	  	 	  	Page


	 SECTION 7.09.
	  	Restoration of Rights and Remedies	  	30
	 SECTION 7.10.
	  	Rights and Remedies Cumulative	  	31
	 SECTION 7.11.
	  	Delay or Omission Not Waiver	  	31
	 SECTION 7.12.
	  	Control by Holders	  	31
	 SECTION 7.13.
	  	Waiver of Past Defaults	  	31
	 SECTION 7.14.
	  	Undertaking for Costs	  	31
	 SECTION 7.15.
	  	Waiver of Stay or Extension Laws	  	31
	
	ARTICLE EIGHT
	
	The Trustee
			
	 SECTION 8.01.
	  	Certain Duties and Responsibilities	  	32
	 SECTION 8.02.
	  	Notice of Default	  	32
	 SECTION 8.03.
	  	Certain Rights of Trustee	  	33
	 SECTION 8.04.
	  	Not Responsible for Recitals or Issuance of Securities	  	33
	 SECTION 8.05.
	  	May Hold Securities.	  	34
	 SECTION 8.06.
	  	Money Held in Trust	  	34
	 SECTION 8.07.
	  	Compensation and Reimbursement	  	34
	 SECTION 8.08.
	  	Disqualification; Conflicting Interests	  	34
	 SECTION 8.09.
	  	Corporate Trustee Required; Eligibility	  	34
	 SECTION 8.10.
	  	Resignation and Removal; Appointment of Successor Trustee	  	35
	 SECTION 8.11.
	  	Acceptance of Appointment by Successor Trustee	  	36
	 SECTION 8.12.
	  	Merger, Conversion, Consolidation or Succession to Business of Trustee	  	37
	 SECTION 8.13.
	  	Preferential Collection of Claims Against the Company	  	37
	 SECTION 8.14.
	  	Appointment of Authenticating Agents	  	37
	
	ARTICLE NINE
	
	Supplemental Indentures
			
	 SECTION 9.01.
	  	Supplemental Indentures Without Consent of Holders	  	38
	 SECTION 9.02.
	  	Supplemental Indentures With Consent of Holders	  	39
	 SECTION 9.03.
	  	Execution of Supplemental Indentures	  	39
	 SECTION 9.04.
	  	Effect of Supplemental Indentures	  	39
	 SECTION 9.05.
	  	Conformity with Trust Indenture Act	  	40
	 SECTION 9.06.
	  	Reference in Securities to Supplemental Indentures	  	40
	
	ARTICLE TEN
	
	Amalgamation, Consolidation, Merger, Conveyance or Transfer
			
	 SECTION 10.01.
	  	Company May Consolidate, etc., Only on Certain Terms	  	40
	 SECTION 10.02
	  	Successor Corporation Substituted	  	40
	
	ARTICLE ELEVEN
	
	Satisfaction and Discharge
			
	 SECTION 11.01.
	  	Option to Effect Legal Defeasance or Covenant Defeasance.	  	41
	 SECTION 11.02.
	  	Legal Defeasance and Discharge	  	41
	 SECTION 11.03.
	  	Covenant Defeasance	  	41
	 SECTION 11.04.
	  	Conditions to Legal or Covenant Defeasance	  	41

  

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 Table of Contents 
 (continued) 
  

					
	 	  	 	  	Page


	 SECTION 11.05.
	  	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.	  	42
	 SECTION 11.06.
	  	Repayment to the Company	  	43
	 SECTION 11.07.
	  	Reinstatement	  	43
	 SECTION 11.08.
	  	Satisfaction and Discharge of Indenture	  	43
	 SECTION 11.09.
	  	Application of Trust Money	  	44
	
	ARTICLE TWELVE
	
	Immunity of Incorporators, Stockholders, Officers and Directors
			
	 SECTION 12.01.
	  	Exemption from Individual Liability.	  	44
	
	ARTICLE THIRTEEN
	
	Sinking Funds
			
	 SECTION 13.01.
	  	Applicability of Article.	  	45
	 SECTION 13.02.
	  	Satisfaction of Sinking Fund Payments with Securities	  	45
	 SECTION 13.03.
	  	Redemption of Securities for Sinking Fund	  	45
	
	ARTICLE FOURTEEN
	
	Meetings of Holders of Securities
			
	 SECTION 14.01.
	  	Purposes for Which Meetings May Be Called	  	45
	 SECTION 14.02.
	  	Call, Notice and Place of Meetings	  	45
	 SECTION 14.03.
	  	Persons Entitled to Vote at Meetings	  	46
	 SECTION 14.04.
	  	Quorum; Action	  	46
	 SECTION 14.05.
	  	Determination of Voting Rights’ conduct and Adjournment of Meetings	  	46
	 SECTION 14.06
	  	Counting Votes and Recording Action of Meetings	  	47
	
	ARTICLE FIFTEEN
	
	Miscellaneous
			
	 SECTION 15.01.
	  	Counterparts	  	47

  

 vi 








 THIS INDENTURE, dated as of July 19, 2005, is made by and between Wal-Mart Stores, Inc., a Delaware
corporation (the “Company”), which has its principal executive office at 702 S.W. Eighth Street, Bentonville, Arkansas 72716, and J.P. Morgan Trust Company, National Association, a national banking association, at its corporate trust
office at 227 West Monroe Street, Suite 2600, Chicago, Illinois 60606 (the “Trustee”). 
  
 RECITALS OF THE COMPANY 
  
 The Company deems it necessary from time to time to issue its unsecured notes, debentures, bonds and other evidences of indebtedness that shall be issued in one or more Series (hereinafter called the
“Securities”) as hereinafter set forth. To provide for the issuance and governance of the Securities, the Company has duly authorized the execution and delivery of this Indenture. The Company has taken all actions necessary to make this
Indenture a valid agreement of the Company. 
  
 For and in
consideration of the premises set forth in this Indenture and the purchase of the Securities by the Holders thereof, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of all Holders of the Securities and
of any Series thereof, as follows: 
  
 ARTICLE ONE

  
 Definitions and Other 
 Provisions of General Application 
  
 SECTION 1.01. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires or
any Security issued hereunder shall expressly define a term defined below in a different manner: 
  
 (i) the term “this Indenture” means this instrument as originally executed or as it may from time to time be supplemented or
amended by one or more Supplemental Indentures entered into pursuant to the applicable provisions hereof and, with reference and respect to the Securities of any Series, the particular terms and conditions of that Series as established in accordance
with Section 3.01; 
  
 (ii) all references in
this Indenture to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture. The words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision of this Indenture; 
  
 (iii) the terms defined in this Article have the meanings assigned to them in this Article and include the
plural as well as the singular; 
  
 (iv) all
other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them in the Trust Indenture Act; and 
  
 (v) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with
generally accepted accounting principles, and, except as may be otherwise expressly provided herein or in one or more Supplemental Indentures, the term “generally accepted accounting principles” with respect to any computation required or
permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation. 
  
 “Act,” when used with respect to any Holder, has the meaning specified in Section 1.04. 
  
 “Affiliate” means, with respect to any specified Person, 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, pursuant to Section 8.14, to act on behalf of the Trustee to authenticate Securities. 
  

 1 








 “Authorized Newspaper” means a newspaper, in an official language of the country of publication
or in the English language, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which the term is used or in the financial community of
such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any
Business Day. 
  
 “Authorized Officer” means each of the
Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, any Vice Chairman of the Board, the Chief Financial Officer, any Executive Vice President, any Senior Vice President, any Vice President, the Controller
and the Treasurer of the Company. 
  
 “Board of
Directors” means, the board of directors of the Company, the executive committee of the board of directors of the Company or any other committee of the board of directors of the Company or any other group of the Company’s directors, which
other committee or group has been duly authorized by the Company’s board of directors or to which the Company’s board of directors has delegated the authority, either generally or specifically, to make a decision on the matter in question
or to bind the Company as to the matter in question. 
  
 “Board Resolution” means a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification,
and delivered to the Trustee. 
  
 “Business Day” means
any day, other than a Saturday or Sunday, on which banking institutions in the City of New York, New York and any Place of Payment for the Securities are open for business. 
  
 “Clearstream” means Clearstream Banking, société anonyme or its successors. 
  
 “Commission” means the United States Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act, or if any time after the execution and delivery 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” has the meaning assigned to it in the first paragraph of this instrument until any successor entity or other business organization shall have become such pursuant to the applicable provisions of this Indenture, and
thereafter “Company” shall mean any such successor entity or other business organization to the Person named in the first paragraph of this instrument. 
  
 “Company Request” and “Company Order” mean, respectively, a written request or order signed in the name
of the Company by an Authorized Officer, and delivered to the Trustee. 
  
 “corporation” includes corporations, companies limited by shares, partnerships, limited liability companies, joint ventures, associations, joint-stock companies, real estate investment trusts, statutory trusts and business trusts.

  
 “Defaulted Interest” has the meaning specified in
Section 3.08. 
  
 “Definitive Security” means one or
more certificated Securities registered in the name of the Holder thereof and issued in accordance with Section 3.06. 
  
 “Depositary” means, with respect to the Securities of any Series issuable or issued in the form of a Global Security, the Person initially
designated as the depositary for the Securities of that Series by the Company pursuant to Section 3.01 until a successor Depositary shall have been appointed for the Securities of that Series pursuant to Section 3.06, and thereafter
“Depositary” shall mean or include each Person who is appointed as a depositary with respect to the Securities of that Series pursuant to Section 3.06. 
  
 “Designated Currency” has the meaning specified in Section 3.12. 
  
 “Dollar” or “$” means the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts. 
  
 “Euroclear” means Euroclear Bank S.A./N.V. 
  
 “Event of Default” has the meaning specified in Section 7.01. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any statute successor
thereto. 
  

 2 








 “Exchange Rate” means, with respect to any Securities of a Series that are denominated in the
currency of one country, a common currency or a composite currency, but are required to be paid in, or, at the option of the Holders of the Securities, will be payable in, the currency of another country, a common currency or a composite currency,
the rate at which the currency, the common currency or the composite currency of denomination will be converted into the currency, the common currency or the composite currency of payment or determined in accordance with the terms of those
Securities. 
  
 “Exchange Rate Agent” means an agent
appointed to determine the Exchange Rate if it is not expressly stated in the terms of any Security and to calculate the amounts payable under a Security if payable in the currency of a country, a common currency or a composite currency other than
the currency in which that Security is denominated. 
  
 “Federal Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as amended and as codified in Title 11 of the United States Code, as amended from time to time hereafter, or any successor federal law. 
  
 “Foreign Currency” means a currency issued by the government of any
country other than the United States of America, including any common currency and composite currency. 
  
 “Global Exchange Date” has the meaning specified in Section 3.05(b)(ii). 
  
 “Global Security” means a Security issued to evidence all or a part of the Securities of a Series in accordance
with Section 3.03. 
  
 “Government Securities” means (i)
direct obligations of the United States of America, (ii) obligations the timely payment of the principal of and interest on which is fully and unconditionally guaranteed by the United States of America, and (iii) certificates, depositary receipts or
other instruments which evidence a direct ownership interest in obligations described in clause (i) or (ii) above or in any specific principal or interest payments due in respect thereof. 
  
 “Holder” means, with respect to a Registered Security, a Person in whose name such Registered Security is
registered in the Registry. 
  
 “incorporated provision”
has the meaning specified in Section 1.08. 
  
 “interest” means, when used with respect to an Original Issue Discount Security that by its terms bears interest only after Maturity, the interest accruing with respect to that Security after Maturity. 
  
 “Interest Payment Date” means, with respect to any Series of
Securities, the Stated Maturity of an installment of interest on such Securities. 
  
 “Maturity” means, with respect to any Security, the date on which the principal of that Security (or any installment of principal) becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, pursuant to any redemption right, pursuant to any put or repurchase right or otherwise. 
  
 “Officers’ Certificate” means a certificate signed by an Authorized Officer and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary of the Company, and delivered to the Trustee. Each such certificate shall contain the statements set forth in Section 1.02, if applicable. 
  
 “Opinion of Counsel” means a written opinion of counsel, who may (except as otherwise expressly provided in this
Indenture) be an employee of the Company, and who shall be reasonably acceptable to the Trustee. Each such opinion shall contain the statements set forth in Section 1.02, if applicable. 
  
 “Original Issue Discount Security” means any Security that provides for an amount less than the principal amount
thereof that will be due and payable on the Stated Maturity to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 7.02. 
  
 “Outstanding” means, with respect to all Securities issued pursuant to this Indenture or the Securities of any
Series, as of the date of determination, all such Securities theretofore authenticated and delivered under this Indenture, except: 
  
 (i) those Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 
  

 3 








 (ii) those Securities for whose payment, redemption or repurchase 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;
provided that, if such Securities are to be redeemed pursuant to any redemptive right, or repurchased pursuant to any payment or repurchase right, notice of such redemption has been duly given pursuant to this Indenture or a provision therefor
satisfactory to the Trustee has been made; and 
  
 (iii) such Securities in lieu of which other Securities have been authenticated and delivered pursuant to Section 3.07 of this Indenture; 
  
 provided, however, that in determining whether the Holders of the requisite principal amount of such Securities Outstanding have given or made any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether a quorum is present at a meeting of Holders of Securities, the principal amount of Original Issue Discount Securities that shall be deemed to be Outstanding for such purposes
shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 7.02, and Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities that a Responsible Officer of the Trustee actually knows to be so owned shall be disregarded. Securities so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the securities of any Affiliate of the
Company or such other obligor. 
  
 “Participant” means,
with respect to the Depositary, a Person who maintains an account with the Depositary, respectively (and, with respect to The Depository Trust Company, shall include Euroclear and Clearstream) as a participant in the Depositary. 
  
 “Paying Agent” has the meaning specified in Section 3.04.

  
 “Person” means any individual, corporation, company
limited by shares, partnership, limited liability company, joint venture, association, joint-stock company, trust, real estate investment trust, statutory trust, business trust, unincorporated organization or government or any agency or political
subdivision thereof. 
  
 “Place of Payment” means, with
respect to the Securities of any Series, the place or places where, subject to the provisions of Sections 3.04 and 5.02, the principal of, premium, if any, and interest on the Securities of that Series are payable as specified in accordance with the
terms of the Securities of that Series. 
  
 “Predecessor
Security” means, with respect to any particular Security, every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and for the purposes of this definition, any Security authenticated
and delivered under Section 3.07 in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
  
 “Principal Corporate Trust Office” means the office of the Trustee, at which at any particular time its corporate
trust business shall be principally administered, which office at the date of execution of this instrument is at the address set forth in the first paragraph of this instrument. 
  
 “Principal Paying Agent” means the Paying Agent, if any, designated as such by the Company pursuant to Section
3.01 of this Indenture. 
  
 “Redemption Date” means,
with respect to any Security to be redeemed, the date fixed for such redemption pursuant to this Indenture. 
  
 “Redemption Price” means, with respect to any Security to be redeemed, the price specified in, or determined in accordance with the terms of,
such Security at which it is to be redeemed pursuant to such Security and this Indenture. 
  
 “Registered Security” means any Security in the form established pursuant to Section 2.02 that is registered in the Registry. 
  
 “Registrar” has the meaning specified in Section 3.04. 
  

 4 








 “Registry” has the meaning specified in Section 3.04. 
  
 “Regular Record Date” means, for the interest payable on any
Security on any Interest Payment Date, the date, if any, specified in such Security as the “Regular Record Date” or as the “Record Date.” 
  
 “Repurchase Date” means, with respect to any Security to be repurchased, the date fixed for such repurchase pursuant to the terms of that
Security and this Indenture. 
  
 “Repurchase Price”
means, with respect to any Security to be repurchased pursuant to the terms of that Security and this Indenture, the price specified in, or determined in accordance with the terms of, such Security at which it is to be repurchased pursuant to the
terms of that Security and this Indenture. 
  
 “Responsible
Officer” means, when used with respect to the Trustee, any officer of the Trustee with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer of the
Trustee to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject. 
  
 “Security” or “Securities” means any Security or Securities, as the case may be, authenticated and delivered under this Indenture;
provided, however, that, if at any time more than one Person is acting as Trustee under this Indenture, “Securities,” with respect to any such Person, shall mean Securities authenticated and delivered under this Indenture, exclusive,
however, of Securities of any Series as to which such Person is not Trustee. 
  
 “Series” means a series of Securities designated or established pursuant to Section 3.01, all of which Securities in such series shall have like terms and conditions (other than the principal amount
thereof). 
  
 “Series Terms Certificate” has the meaning
specified in Section 3.01. 
  
 “Special Record Date”
means the date fixed by the Trustee pursuant to Section 3.08 for the payment of any Defaulted Interest. 
  
 “Stated Maturity” means, when used with respect to any Security of any Series or any payment or installment of principal thereof or interest
payable pursuant to the Security, the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest payable pursuant to that Security, is due and payable. 
  
 “Subsidiary” means, with respect to the Company, a corporation,
limited liability company, company limited by shares, trust, real estate investment trust, statutory trust, business trust, partnership, joint stock company, or unincorporated association, at least a majority of the outstanding voting equity
interests of which are owned, directly or indirectly, by the Company, or by the Company and one or more other Subsidiaries of the Company. For purposes of this definition, the term “voting equity interests” means equity interests having
ordinary voting power for the election of directors, managers, trustees or other Persons in which the power to manage the entity issuing such equity interests is vested, irrespective of whether or not equity interests of any other class or classes
shall have or might have voting power by reason of the occurrence of any contingency. 
  
 “Supplemental Indenture” means an indenture supplemental to this Indenture, which supplements, amends or modifies this Indenture and is entered into by the parties to this Indenture as provided in Article
Nine. 
  
 “Trustee” means the Person named as the
“Trustee” in the first paragraph of this instrument until a successor Trustee shall have become the Trustee 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. 
  
 “Trust Indenture Act” or “TIA” means the Trust Indenture
Act of 1939, as in force at the date as of which this instrument was executed, and, to the extent required by law, as amended. 
  
 “United States” means the United States of America (including the States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction. 
  
 “United States
Alien” means, except as otherwise provided in or pursuant to this Indenture, any Person who, for United States Federal income tax purposes, is a foreign corporation, a nonresident alien individual, a nonresident 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 nonresident alien individual or a nonresident alien fiduciary of a foreign estate or trust.

  

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 “Vice President” means, when used with respect to the Company or the Trustee, any Vice
President, whether or not designated by a number or a word or words added before or after the title “Vice President.” 
  
 SECTION 1.02. Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee 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 is specifically required
by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. 
  
 Every certificate or opinion with respect to compliance with a condition provided for in this Indenture (except as otherwise expressly provided in this
Indenture or a certificate provided pursuant to TIA §314(a)(4)) shall comply with the provisions of TIA §314(e) and shall include: 
  
 (i) a statement that each individual signing such certificate or opinion has read such condition or covenant and the definitions herein
relating thereto; 
  
 (ii) a brief statement as
to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
  
 (iii) a statement which, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such condition or covenant has been complied with; and 
  
 (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 
  
 SECTION 1.03. Form of Documents Delivered to Trustee. (a) 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. 
  
 (b) Any certificate or opinion of an
officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to the matters upon which such officer’s certificate or opinion is based are erroneous. Any such certificate provided by counsel or Opinion of Counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company, stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 
  
 (c) 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 1.04. Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this
Indenture or in the Securities of any Series to be given or taken by Holders or Holders of the Securities of that Series 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 or, if such is authorized by the vote of the Holders at a meeting of the Holders duly called in accordance with the provisions of Article Fourteen, a record of the actions taken by the Holders at that meeting.
Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to 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” 
  

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 of the Holders signing such instrument or instruments and so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or any such Person being a Holder of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 8.01) 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 14.06. 
  
 (b) 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
the certificate of any 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 or on
behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. 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 that the Trustee deems sufficient. 
  
 (c) The ownership of Registered Securities shall be proved by the Registry. 
  
 (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by 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 any action taken, suffered or omitted by the Trustee or
the Company in reliance thereon, whether or not notation of such action is made upon such Security. 
  
 (e) For purposes of determining the principal amount of Outstanding Securities of any Series the Holders of which are required, requested or permitted to
give any request, demand, authorization, direction, notice, consent, waiver or take any other Act under the Indenture, each Security denominated in a Foreign Currency or composite currency shall be deemed to have the principal amount determined by
the Exchange Rate Agent by converting the principal amount of such Security in the currency in which such Security is denominated into Dollars at the Exchange Rate as of the date such Act is delivered to the Trustee and, where it is hereby expressly
required, to the Company, by Holders of the required aggregate principal amount of the Outstanding Securities of such Series (or, if there is no such rate on such date, such rate on the date determined as specified as contemplated in Section 3.01).

  
 (f) The Company may, in the circumstances permitted by the
Trust Indenture Act, set a record date for purposes of determining the identity of Holders of Securities of any Series entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other Act, or to vote or
consent to any action by vote or consent authorized or permitted to be given or taken by Holders of Securities of such Series. If not set by the Company prior to the first solicitation of a Holder of Securities of such Series made by any Person in
respect of any such action, or in the case of any such vote, prior to such vote, such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders of such Securities
furnished to the Trustee pursuant to Section 6.01 prior to the commencement of such solicitation. 
  
 (g) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard
to all or any part of the principal amount of such Security or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a
Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. 
  
 (h) Without limiting the generality of the foregoing, unless otherwise
specified pursuant to Section 3.01 or pursuant to one or more Supplemental Indentures, a Holder, including a Depositary that is the 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 this Indenture to be made, given or taken by Holders, and a Depositary that is the Holder of a Global Security may provide its proxy or proxies to the beneficial
owners of interests in any such Global Security through such Depositary’s standing instructions and customary practices. 
  
 (i) The Company may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Security held by a
Depositary entitled under the procedures of such Depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, 
  

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 notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a
record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action,
whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record
date. 
  
 SECTION 1.05. Notices, etc., to Trustee and
Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with: 
  
 (i) 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 Principal Corporate Trust Office, Attention: Corporate Trustee Administration Department; or 
  
 (ii) the Company by any Holder or by the Trustee shall be
sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, by certified or registered mail, with the postage prepaid, to the Company, to the attention of its Treasurer, or by an overnight delivery
service that provides for confirmed receipts of delivery addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee by the Company.

  
 SECTION 1.06. Notices to Holders; Waiver. Where this
Indenture or any Security provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein or in such Security expressly provided) if in writing and mailed, first class, postage prepaid, to each Holder of
Registered Securities affected by such event, at the Holder’s address as it appears in the Registry, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In case by reason of the
suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders of Registered Securities by mail, then such notification as shall be made at a time and in a manner approved by the Trustee
shall constitute a sufficient notification for every purpose hereunder. 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 Registered Securities shall affect the sufficiency of such notice with respect to other Holders of Registered Securities. 
  
 Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such
waiver. 
  
 SECTION 1.07. Language of Notices, etc. Any
request, demand, authorization, direction, notice, consent, or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication.

  
 SECTION 1.08. Conflict with Trust Indenture Act. If and
to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in this Indenture by operation of, Sections 310 to 318,
inclusive, of the TIA, such imposed duties or incorporated provision shall control. 
  
 SECTION 1.09. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience of reference only and shall not affect the construction hereof.

  
 SECTION 1.10. Successors and Assigns. All covenants and
agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
  
 SECTION 1.11. Severability Clause. In case any provision in this Indenture or in the Securities of any Series shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  
 SECTION 1.12. Benefits of Indenture. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
  

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 SECTION 1.13. Legal Holidays. Unless otherwise provided as contemplated by Section 3.01 with
respect to any Series of Securities, in any case where any Interest Payment Date, Stated Maturity, Repurchase Date or Redemption Date of any Security or any date on which any Defaulted Interest is proposed to be paid shall not be a Business Day at
any Place of Payment, then (notwithstanding any other provisions of the Securities or this Indenture) payment of the principal of, premium, if any, or interest on any Securities need not be made at such Place of Payment on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Stated Maturity, Repurchase Date or Redemption Date or on the date on which Defaulted Interest is proposed to be paid, and, if such payment
is made, no interest shall accrue on such payment for the period from and after any such Interest Payment Date, Stated Maturity, Repurchase Date or Redemption Date, or date on which Defaulted Interest is proposed to be paid, as the case may be.

  
 SECTION 1.14. Governing Law. This Indenture and each of
the Securities shall be construed in accordance with and governed by the laws of the State of New York. 
  
 SECTION 1.15. Submission to Jurisdiction. Each of the parties hereto agrees that any suit, action or proceeding arising out of or based upon this
Indenture, the Securities or the transactions contemplated hereby or thereby, may be instituted in any of the courts of the State of New York and the United States District Courts, in each case located in the Borough of Manhattan, The City of New
York. In addition, each such party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of such suit, action or proceeding brought in any such court and irrevocably
waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each such party hereby irrevocably waives any and all right to trial by jury in any suit, action or proceeding arising out
of or relating to this Indenture, the Securities or the transactions contemplated hereby or thereby. Each such party agrees that final judgment in any suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may
be enforced in any court to whose jurisdiction it is subject by a suit upon such judgment. 
  
 For purposes of any such suit, action or proceeding brought in any of the foregoing courts, the Company irrevocably designates CT Corporation System, whose address on the date hereof is 111 Eighth Avenue, New York,
New York 10011, U.S.A., to receive for and on behalf of it and its property service of copies of the summons and complaints and any other process, by personal service or by mail, which may be served in any such suit, action or proceeding. Such
service may be made by mailing or delivering a copy of such process to such agent at the above address. In the event that such agent for service of process resigns or ceases to serve as the agent of the Company, the Company agrees to give notice (as
provided herein) to the Trustee of the name and address of any new agent for service of process with respect to it appointed hereunder. The Company agrees that the failure of its agent for service of process to forward such service to it shall not
impair or affect the validity of such service or of any judgment based thereof. 
  
 If, despite the foregoing, in any such suit, action or proceeding brought in any of the aforesaid courts, there is for any reason no such agent for service of process for each of the parties available to be served,
then to the extent that service of process by mail shall then be permitted by applicable law, each of such parties further irrevocably consents to the service of process on it in any such suit, action or proceeding in any such court by the mailing
thereof by registered or certified mail, postage prepaid, to it at its address given in or pursuant to Section 1.05 hereof. 
  
 Nothing herein contained shall preclude any party from effecting service of process in any lawful manner or from bringing any suit, action or proceeding
in respect of this Indenture in any other state, country or jurisdiction. 
  
 To the extent that the Company may in any jurisdiction claim for itself or its property any immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process
and to the extent that in any such jurisdiction there may be attributed to itself or its property such immunity (whether or not claimed), the Company irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent
permitted by the laws of such jurisdiction. 
  

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 ARTICLE TWO 
  
 Forms of the Securities 
  
 SECTION 2.01. Forms Generally. (a) All Securities shall have such appropriate terms, insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange and the
Depositary, if any, for Securities of a Series or as may, consistently herewith, be determined by the Authorized Officers executing such Securities, as evidenced by their execution of the Securities. 
  
 (b) Unless otherwise provided as contemplated by Section 3.01 with respect to
any Series of Securities, the Securities of each Series shall be issuable in registered form without coupons. 
  
 (c) The Securities shall be printed, typewritten, lithographed or engraved or produced by any combination of these methods on any type of paper, as
determined by the officers executing such Securities, as evidenced by their execution of such Securities. 
  
 SECTION 2.02. Form of Securities. Each Security in a Series shall be in a form approved by or pursuant to a Supplemental Indenture or a Board
Resolution or by an Authorized Officer or Authorized Officers pursuant to authority delegated to that Authorized Officer or those Authorized Officers pursuant to a Board Resolution. If the form of the Securities of a Series is not prescribed by the
Supplemental Indenture relating to that Series, upon or prior to the delivery to the Trustee for authentication of the first Security to be issued of that Series, the Company shall deliver to the Trustee, the Board Resolution by or pursuant to which
such form of the Security for that Series has been approved, which Board Resolution shall have attached thereto a copy of the form of the Security approved, or a certificate of an Authorized Officer, attested to by the Secretary or an Assistant
Secretary of the Company, certifying that an Authorized Officer, acting pursuant to delegated authority from the Board of Directors, approved the form of the Securities of that Series and attaching a copy of the form of the Security approved and a
true and complete copy of the resolutions of the Board of Directors delegating authority to that Authorized Officer to approve the form of Securities. If temporary Securities of any Series are issued in global form as permitted by Section 3.05, the
form thereof also shall be established as provided in this Section 2.02. 
  
 SECTION 2.03. Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication on the Securities issued pursuant to this Indenture shall be in substantially the following
form: 
  
 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

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

			
	 J.P. Morgan Trust Company, National
Association, as Trustee,

		
	By	 	  


	 	 	Authorized Signatory


  
 SECTION 2.04.
Global Securities. If Securities of a Series are issuable in whole or in part in global form, as specified as contemplated by Section 3.01, then, notwithstanding clause (xiv) of Section 3.01 and the provisions of Section 3.02, such Global
Security shall represent such of the outstanding Securities of that Series as shall be specified in such Global Security and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and
that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased to reflect exchanges or partial redemptions or increased to reflect the issuance of additional uncertificated Securities of that
Series. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities of a Series represented thereby shall be made in such manner and upon instructions given by such Person or
Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 3.03 or Section 3.05. 
  
 Global Securities shall be issued in registered form and in either temporary or permanent form. 
  

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 ARTICLE THREE 
  
 The Securities 
  
 SECTION 3.01. Terms of Securities. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is
unlimited. The Company may issue up to the aggregate principal amount of Securities from time to time authorized by or pursuant to one or more Board Resolutions of the Company. 
  
 The Securities of the Company may be issued in one or more Series. All Securities of each Series issued under this Indenture
shall in all respects be equally and ratably entitled to the benefits hereof with respect to that Series without preference, priority or distinction on account of the actual time or times of the authentication and delivery or Maturity of the
Securities of such Series. Unless expressly provided otherwise with respect to a Series, not all Securities of a Series need be issued at the same time, and, unless otherwise provided in the Securities of that Series or in this Indenture, a Series
may be reopened and the aggregate principal amount of the Securities of a Series may be increased and additional Securities of that Series may be issued up to a maximum aggregate principal amount authorized for that Series, as that maximum aggregate
principal amount may be increased from time to time. All Securities of a Series shall rank equally among themselves and with the other existing and future unsecured, unsubordinated indebtedness of the Company. 
  
 The Company may from time to time establish one or more Series pursuant to
this Indenture. A Series shall be established by (1) the execution and delivery of a Supplemental Indenture or (2) the adoption of a Board Resolution by the Board of Directors establishing that Series. The specific terms and conditions of the
Securities of any Series established shall be determined and set either (1) by the Supplemental Indenture that establishes the Series, (2) if the Series is established by a Supplemental Indenture, to the extent that those specific terms and
conditions are not determined and set by that Supplemental Indenture, by the adoption of a Board Resolution or Board Resolutions by the Board of Directors and, to the extent that those specific terms and conditions are not determined and set by the
Supplemental Indenture or by the adoption of a Board Resolution or Board Resolutions by the Board of Directors or by a combination of those means of determining and setting the specific terms and conditions of the Securities of that Series, by the
action of one or more Authorized Officers pursuant to authority to determine and set the specific terms and conditions of the Securities of that Series specifically delegated by the Board of Directors to that Authorized Officer or those Authorized
Officers or (3) if the Series is established by action of the Board of Directors, to the extent that those specific terms and conditions are not set by the adoption of a Board Resolution or Board Resolutions by the Board of Directors, by the action
of one or more Authorized Officers pursuant to authority to determine and set the specific terms and conditions of the Securities of that Series specifically delegated by the Board of Directors to that Authorized Officer or those Authorized
Officers. If the specific terms and specific conditions of the Securities of a Series are determined and set by action of the Board of Directors, that action shall be evidenced by a Board Resolution. If the specific terms and conditions of the
Securities of a Series established by action of the Board of Directors are determined and set by an Authorized Officer or Authorized Officers pursuant to authority delegated to them by the Board of Directors, that action shall be evidenced by a
certificate executed by the Authorized Officer or Authorized Officers determining and setting those terms and conditions, which certificate shall also be attested to by the Secretary or an Assistant Secretary of the Company (a “Series Terms
Certificate”). If the specific terms and conditions of the Securities of a Series established by action of the Board of Directors are determined and set by an Authorized Officer or Authorized Officers pursuant to authority delegated to them by
the Board of Directors and a Series Terms Certificate has been delivered in connection with the establishment of the terms and conditions of the Securities of a Series and the issuance of the Securities of that Series, an additional Series Term
Certificate shall not be required to be delivered in connection with any subsequent issuance of additional Securities of that Series. 
  
 Upon a Series being established and the specific terms and conditions of the Securities of that Series being determined and set otherwise than through a
Supplemental Indenture, the Company shall cause to be delivered to the Trustee an Officers’ Certificate of the Company signed by an Authorized Officer and attested to by the Secretary or Assistant Secretary of the Company certifying that the
Series has been established and the specific terms and conditions of the Securities of the Series have been determined and set and attaching to that Officers’ Certificate (1) the Board Resolution establishing the Series, (2) the Board
Resolution or Board Resolutions determining and setting the specific terms and conditions of the Securities of that Series or providing for the delegation of authority to one or more Authorized Officers to determine and set the specific terms and
conditions of the Securities of that Series and (3) if an Authorized Officer or Authorized Officers has determined and set the specific terms and conditions of the Securities of that Series, attaching the Series Terms Certificate evidencing the
action of that Authorized Officer or 
  

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 those Authorized Officers. The Officers’ Certificate of the Company that is required to be delivered to the Trustee
in accordance with the immediately preceding sentence, may be provided before or at the time of the consummation of the first issuance of Securities of the Series to which the Officers’ Certificate relates. 
  
 Each Board Resolution of the Company determining and setting the specific
terms and conditions of the Securities of a Series and each Series Terms Certificate shall set forth therein, and each Supplemental Indenture setting forth the terms and conditions of the Securities of a Series, shall set forth the following
information as to the terms and conditions of that Series: 
  
 (i) the title of the Securities of the Series (which shall distinguish the Securities of the Series from all other Securities); 
  

(ii) if any limit has been established upon the aggregate principal amount or aggregate initial public offering price of the Securities
of the Series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that Series pursuant to this
Article Three or Sections 4.07 or 9.06), the maximum aggregate principal amount or aggregate initial public offering price of the Securities of the Series that may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that Series pursuant to this Article Three or Section 4.07 or 9.06); 
  
 (iii) if any priority of payment is set for the Securities of the Series, the nature and terms of that
priority of payment set for the Securities of the Series; 
  
 (iv) the date or dates on which the principal of and premium, if any, on the Securities of the Series or each installment of the principal of the Securities of the Series is payable; 
  
 (v) the rate or rates, if any, at which the Securities of
the Series shall bear interest, or the method or methods by which the rate or rates, if any, at which the Securities of the Series shall bear interest may be determined, the date or dates from which any interest shall accrue, the Interest Payment
Dates on which any accrued interest shall be payable, the Regular Record Date for the interest payable on any Interest Payment Date and the basis upon which interest shall be calculated if other than that of a 360-day year consisting of twelve
30-day months; 
  
 (vi) if any of the Securities
of the Series will be issued as Original Issue Discount Securities, the terms on which such Securities of the Series will be issued as Original Discount Securities and the portion of the principal amount as shown on the face of those Securities that
shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 7.02 or at the time of any prepayment of those Securities or the method or methods for determining that portion of that principal amount payable at any of
those times; 
  
 (vii) if the Company will have
the right to prepay the Securities of the Series in whole or in part, the terms on which the Company may prepay the Securities of the Series in whole or in part, the time or times at which any such prepayment may be made, whether the prepayment may
be made in whole or may be made in part from time to time and the terms and conditions on which such prepayment may be made, including the obligation to pay any premium, any break funding costs or any make-whole amount; 
  
 (viii) if any Securities of the Series will be issuable in
temporary or permanent global form, the extent to which any of the Securities of the Series will be issuable in temporary or permanent global form, the Depositary or Depositaries for such Global Security or Global Securities, the terms and
conditions, if any, upon which such Global Security may be exchanged in whole or in part for Definitive Securities, and the manner in which any interest payable on a temporary or permanent Global Security will be paid, whether or not consistent with
Section 3.05 or 3.06; 
  
 (ix) the office or
offices or agency where, subject to Sections 3.04 and 5.02, the Securities may be presented for registration of transfer or exchange; 
  
 (x) the place or places where, subject to the provisions of Sections 3.04 and 5.02, the principal of and premium, if any and interest, if
any, on Securities of the Series shall be payable; 
  
 (xi) if the Company will have any right to redeem or repurchase the Securities of the Series, in whole or in part, at its option, the terms of the right or rights of the Company to redeem or repurchase the 
  

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 Securities of the Series, in whole or in part, at its option, the time or times or the period or periods
within which, the price or prices at which, or the method or methods for determining the price or prices at which, and the terms and conditions upon which, Securities of the Series may be redeemed or repurchased by the Company at its option;

  
 (xii) if the Company will be obligated to
redeem or repurchase any Securities of the Series, the terms upon which the Company will be obligated to repurchase or redeem Securities of the Series, whether pursuant to any sinking fund or analogous provisions or without the benefit of any
sinking fund or analogous provisions, stating whether each such redemption will be at the option of a Holder of any Security of a Series or upon the occurrence of any stated event or satisfaction of any condition or conditions, the time or times or
the period or periods within which, the price or prices at which, or the method or methods for determining the price or prices at which, and the terms and conditions upon which, the Securities of the Series shall be redeemed, repaid or repurchased,
in whole or in part, pursuant to such obligation; 
  
 (xiii) if any Securities of the Series will be convertible into any other securities of the Company or exchangeable for other securities of the Company or any other Person, the terms on which any Securities of the Series will be convertible
into any other securities of the Company or exchangeable for other securities of the Company or any other Person, the conversion or exchange price or prices or conversion or exchange ratio or ratios, when such conversion or exchange may occur, or
the method or methods of determining that price or prices or that ratio or ratios and the other terms and conditions, including anti-dilution terms, upon which any conversion or exchange may occur; 
  
 (xiv) if other than denominations of $2,000 and any integral
multiple of $1,000 in excess thereof, the denominations in which Registered Securities of the Series shall be issuable; 
  
 (xv) the currency or currencies in which payment of the principal of, and premium, if any, interest on and any other amounts owing with
respect to the Securities of that Series will be made, which may be in Dollars, a Foreign Currency or composite currency, any currency or currencies, if any, in which, at the election of each of the Holders thereof, payment of the principal of, and
premium, if any, the interest and any other amounts owing with respect to Registered Securities, may be payable which may be in Dollars, Foreign Currency or composite currency, and the periods within which and the terms and conditions upon which
such election is to be made, the Exchange Rate for calculating the amount of the payment in a currency other than the currency or currencies in which the Securities of that Series are denominated or, if the Exchange Rate is not expressly stated in
the Securities of that Series, the method or methods for determining the Exchange Rate, the Exchange Rate Agent, and if any payment may be made in a composite currency, the agency or organization, if any, responsible for overseeing such composite
currency; 
  
 (xvi) if the amount of payments of
principal of, premium, if any, or any interest on Securities of the Series may be determined with reference to an index, the method or methods by which such amounts shall be determined; 
  
 (xvii) if the Securities of the Series will be subordinated in right of payment to other Securities or other
indebtedness of the Company, the terms and conditions of that subordination; 
  
 (xviii) if additional amounts will be payable to Holders of Securities of the Series pursuant to Section 5.04, the terms (other than the terms expressly set forth in Section 5.04) upon, and conditions under, which
such additional amounts will be payable; 
  
 (xix) if any Securities of the Series will be issued on a book-entry only basis, any appropriate information with respect to book-entry procedures to the extent that the book-entry procedures relating to those Securities of the Series will
deviate from customary book-entry procedures in effect at the time at which the terms and conditions of the Securities of the Series are established; 
  
 (xx) any addition to or change in the Events of Default or covenants of the Company set forth in this Indenture pertaining to the
Securities of the Series; 
  
 (xxi) whether the
Securities of the Series will be subject to the defeasance provisions of Article Eleven or the terms, if any, on which they may otherwise be defeasible; and 
  

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 (xxii) any other terms and conditions of the Series (which terms and conditions shall not
be inconsistent with the provisions of this Indenture). 
  
 All
Securities of any one Series shall be substantially identical except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to the Officers’ Certificate of the Company relating to the
Series provided to the Trustee pursuant to this Section 3.01 and set forth or determined in the manner provided in that Officers’ Certificate or in this Indenture or any Supplemental Indenture. 
  
 Securities of any particular Series may be issued at various times, with
different dates on which the principal or any installment of principal is payable, with different rates of interest, if any, or different methods by which rates of interest may be determined, with different dates on which such interest may be
payable and with different Redemption Dates or Repurchase Dates and may be denominated in different currencies or payable in different currencies. 
  
 SECTION 3.02. Denominations. The Securities of each Series shall be issuable in such form and denominations determined as contemplated by Section
3.01. In the absence of any specification with respect to the Securities of any Series, the Registered Securities of each Series shall be issuable only as Securities without coupons in denominations of $2,000 and any integral multiple of $1,000 in
excess thereof. 
  
 SECTION 3.03. Execution, Authentication,
Delivery and Dating. 
  
 (a) The Securities shall be executed
on behalf of the Company by one of its Authorized Officers or such other officer or agent to which the authority to execute such Securities is delegated by the Board of Directors, and by its Secretary or one of its Assistant Secretaries. The
signatures of any or all of these officers or agents on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers or authorized agents of the Company
shall bind the Company, notwithstanding that one or more of those individuals have ceased to hold a proper office prior to the authentication and delivery of such Securities or did not hold such offices or, in the case of an agent, continue to have
proper authority at the date of such Securities. 
  
 (b) At any
time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any Series, executed by the Company to the Trustee for authentication, together with a Company Order, for the authentication and
delivery of such Securities, and the Trustee shall, upon receipt of the Company Order, authenticate and deliver such Securities as this Indenture provides and not otherwise. 
  
 If the Company shall establish pursuant to Section 3.01 that the Securities of a Series are to be issued in whole or in part
in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with this Section and a Company Order of the Company for the authentication and delivery of such Global Securities with respect to that
Series, authenticate and deliver one or more Global Securities in permanent or temporary form, and such Global Securities (i) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding
Securities of such Series to be represented by one or more Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary, and (iii)
shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions. 
  
 Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while
it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. 
  
 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 8.01) shall be fully protected in relying upon, 
  
 (a) an Officers’ Certificate required pursuant to Section 3.01; 
  
 (b) a Company Order of the Company; and 
  
 (c) an Opinion of Counsel complying with Section 1.02 and stating that: 
  
 (i) the form of such Securities has been established in conformity with the provisions of this Indenture;

  

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 (ii) the terms of such Securities or the manner of determining such terms, have been
established in conformity with the provisions of this Indenture; 
  
 (iii) that such Securities, 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, will constitute valid and legally
binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium and other laws of general applicability
relating to or affecting the enforcement of creditors’ rights and to general principles of equity; and 
  
 (iv) such other matters as the Trustee may reasonably request. 
  
 The Trustee shall not be required to authenticate any Securities if the issuance of the Securities pursuant to the Indenture
will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee. 
  
 Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if
all Securities of a Series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution of the Company or Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order and
Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such Series if such documents are delivered at or prior to the authentication upon original issuance of the first
Security of such Series to be issued and such documents reasonably contemplate the issuance of all Securities of such Series; provided that any subsequent request by the Company to the Trustee to authenticate Securities of such Series upon original
issuance shall constitute a representation and warranty by the Company that as of the date of such request, the statements made in the Officers’ Certificate or other certificates delivered pursuant to Sections 1.02 and 3.01 shall be true and
correct as if made on such date. 
  
 A Company Order,
Officers’ Certificate, Board Resolution or Supplemental Indenture delivered by the Company to the Trustee in the circumstances set forth in the preceding paragraph may provide that Securities that are the subject thereof will be authenticated
and delivered by the Trustee or its agent on original issue from time to time in the aggregate principal amount, if any, established for such Series pursuant to such procedures acceptable to the Trustee as may be specified from time to time by a
Company Order upon telephonic (promptly confirmed in writing), electronic or written order of Persons designated in that Company Order, Officers’ Certificate, Supplemental Indenture or Board Resolution and that such Persons are authorized to
determine, consistent with that Company Order, Officers’ Certificate, Supplemental Indenture or Board Resolution, those terms and conditions of said Securities as are specified in that Company Order, Officers’ Certificate, Supplemental
Indenture or Board Resolution. 
  
 Each Registered Security shall
be dated the date of its authentication, and unless otherwise specified as contemplated by Section 3.01, any temporary Global Security referred to in Section 3.05 shall be dated as of the date of original issuance of that Security. 
  
 No Security shall be entitled to any benefit under this Indenture endorsed
thereon or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, 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 or portion thereof shall have been duly 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 3.10 together with a
written statement (that need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security or portion thereof 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. 
  
 SECTION 3.04. Registrar, Paying Agent and Depositary. (a) The Company will maintain an office or agency in the Borough of Manhattan, The City of
New York, where Securities issued by it may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Securities may be presented and surrendered for payment (“Paying Agent”). The
Registrar shall keep a register of the Securities issued by the Company (“Registry”) and of their transfer and exchange. The Company may appoint one or more co-registrars and 
  

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 one or more additional paying agents for the Securities of each Series issued by it. The term “Registrar”
includes any co-registrar, and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar with respect to the Securities of any Series that it issues without notice to any Holder. The
Company shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent for the affected Series of Securities, the
Trustee shall act as that Registrar or Paying Agent, as the case may be. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 
  
 (b) If the Company or any of its Subsidiaries acts as Paying Agent for any Series, each such Paying Agent shall segregate and hold in a separate trust
fund for the benefit of the Holders of the Securities of that Series all money held by it as Paying Agent with respect to the Securities of that Series. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall
serve as Paying Agent for the Securities issued by the Company. 
  
 (c) If the Securities of a Series are listed on the Irish 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 for the Securities of
that Series in Dublin, Ireland or any other required city located outside the United States, so long as the Securities of that Series are listed on such exchange, and subject to any laws or regulations applicable thereto, in a Place of Payment for
Securities of that Series located outside the United States an office for registration of transfer or exchange of Securities of that Series. 
  
 SECTION 3.05. Temporary Securities. (a) If the Definitive Securities of any Series are to be printed on paper with engraved borders or engraved,
then pending the preparation of Definitive Securities of that Series, the Company may execute, and upon the receipt of a Company Order and the receipt of the certifications and opinions required under Sections 3.01 and 3.03, the Trustee shall
authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denominations, substantially of the tenor of the Definitive Securities in lieu of which they are issued
in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. 
  

	 	(b)	Unless otherwise provided pursuant to Section 3.01: 

  
 (i) Except in the case of temporary Securities in global form, each of which shall be exchanged in accordance with the provisions of the
following paragraphs, if temporary Securities of any Series are issued, the Company will cause Definitive Securities of such Series to be prepared without unreasonable delay. After the preparation of Definitive Securities, the temporary Securities
of such Series shall be exchangeable for Definitive Securities of such Series upon surrender of the temporary Securities of such Series at the office or agency of the Company in a Place of Payment for that Series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any Series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Securities of such Series of
authorized denominations. 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. 
  
 (ii) Without unnecessary delay but in any event not later
than the date specified in, or determined pursuant to the terms of, any such temporary Global Security as the “Global Exchange Date” (the “Global Exchange Date”), the Company shall deliver to the Trustee, or, if the Trustee
appoints an Authenticating Agent pursuant to Section 8.14, to any such Authenticating Agent, Definitive Securities in aggregate principal amount equal to the principal amount of such temporary Global Security, executed by the Company. On or after
the Global Exchange Date, such temporary Global Security shall be surrendered by the Depositary to the Trustee or any such Authenticating Agent, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part,
for Definitive Securities without charge and the Trustee or any such Authenticating Agent shall authenticate and deliver, in exchange for each portion of such temporary Global Security, an equal aggregate principal amount of Definitive Securities of
the same Series, of authorized denominations and of like tenor as the portion of such temporary Global Security to be exchanged. 
  
 (iii) Upon any exchange of a portion of any such temporary Global Security, such temporary Global Security shall be endorsed by the
Trustee or any such Authenticating Agent, as the case may be, to 
  

 16 








 reflect the reduction of the principal amount evidenced thereby, whereupon its remaining principal amount
shall be reduced for all purposes by the amount so exchanged. Until so exchanged in full, such temporary Global Security shall in all respects be entitled to the same benefits under this Indenture as Definitive Securities of such Series
authenticated and delivered hereunder. 
  
 SECTION 3.06.
Transfer and Exchange. 
  
 (a) Upon surrender for
registration of transfer of any Security of any Series at the office or agency of the Company maintained for such purpose, the Company shall execute, and upon receipt of an authentication order, the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of the same Series of any authorized denomination or denominations, of like tenor and aggregate principal amount. At the option of the Holder, Securities of any Series
(other than a Global Security) may be exchanged for other Securities of the same Series of any authorized denomination or denominations of a like aggregate principal amount, upon surrender of the Securities to be exchanged at the office or agency of
the Company maintained for such purpose. Upon receipt at such office or agency of an appropriate request for exchange, the Company shall execute, and upon receipt of an authentication order from the Company, the Trustee shall authenticate and
deliver in the name of the exchanging Holder, one or more new Securities of the appropriate Series of any authorized denomination or denominations of like tenor and aggregate principal amount to the Securities surrendered for exchange. Every
Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, the Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the
Company, the Registrar and the Trustee duly executed, by the Holder thereof or the Holder’s attorney duly authorized in writing. 
  
 (b) Upon the issuance of a Global Security, the Depositary or its nominee will credit, on its book-entry registration and transfer system, the respective
principal amounts of the individual Securities represented by the Global Security to the accounts of institutions that have accounts with the Depositary. The institutional accounts to be credited may be designated by the underwriter, underwriters,
agent or agents for such Securities or, if the Securities are offered and sold directly by the Company, by the Company. Upon receipt of any payment in respect of a Global Security, the Depositary or its nominee will immediately credit the
institutional accounts with amounts proportionate to their respective beneficial interests in the principal amount of the Global Security as shown in the records of the Depositary or its nominee. 
  
 (c) Notwithstanding any other provision of this Section, unless and until it
is exchanged in whole or in part for Definitive Securities, a Global Security representing all or a portion of the Securities of a Series may not be transferred except as a whole by the Depositary for such Series to a nominee of such Depositary or
by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such Series or a nominee of such successor Depositary. 
  
 (d) If at any time the Depositary for the Securities of a Series notifies the
Company that it is unwilling or unable to continue as Depositary for the Securities of such Series or if at any time the Depositary for the Securities of such Series shall no longer be eligible under Section 3.03(b), the Company shall appoint a
successor Depositary with respect to the Securities of such Series. 
  
 (e) The Company may at any time and in its sole discretion determine that Securities of any Series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Global Securities. In such
event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such Series, will authenticate and deliver, certificated Securities of such Series (“Definitive
Securities”) in an aggregate principal amount equal to the principal amount of the Global Security or Global Securities representing Securities of such Series in exchange for such Global Security or Global Securities. In addition, Definitive
Securities shall be transferred to all beneficial owners in exchange for their benefit interests in a Global Security if (a) a successor depositary is not appointed by the Company within 90 days of the Company’s receipt of notice described in
Section 3.06(d) above or (b) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary for the issuance of Definitive Securities representing the Securities of such Series. 
  
 (f) If specified by the Company pursuant to Section 3.01 with respect to a
Series of Securities, the Depositary for such Series of Securities may surrender a Global Security for such Series of Securities in exchange in whole or in part for Definitive Securities of such Series on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and 
  

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 deliver, without service charge: (1) to each Person specified by such Depositary a new definitive Security or Securities
of the same Series of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and (2) to such Depositary a new Global Security
in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Definitive Securities delivered to Holders thereof. 
  
 (g) Upon the exchange of a Global Security for Definitive Securities, such
Global Security shall be cancelled by the Trustee. Definitive Securities exchanged for portions of a Global Security pursuant to this Section 3.06 shall be registered in such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the persons in whose names such Securities are so registered. 
  
 (h) No service charge shall be made to a holder of a beneficial interest in a
Global Security or to a Holder of a Definitive Security for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.05 and 4.07). 
  
 (i) All Global Securities and Definitive Securities issued upon any registration of transfer or exchange of Global Securities or Definitive Securities
shall be the valid obligations of the Company, evidencing the same indebtedness, and entitled to the same benefits under this Indenture as the Global Securities or Definitive Securities surrendered upon such registration of transfer or exchange.

  
 (j) The Registrar shall not be required (A) to issue, to
register the transfer of or to exchange any Securities during a period beginning at the opening of business 15 days before the day of any selection of Securities for redemption under Section 4.03 and ending at the close of business on the day of
selection, (B) to register the transfer of or to exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part or (C) to register the transfer of or to exchange a Security
between a Record Date and the next succeeding Interest Payment Date. 
  
 (k) Prior to due presentment for the registration of a transfer of any Security, the Trustee, any Paying Agent and the Company may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for
the purpose of receiving payment of principal of, premium, if any, and interest on such Securities, payment of the redemption price of the Securities and for all other purposes, and none of the Trustee, any Paying Agent or the Company shall be
affected by notice to the contrary. 
  
 (l) The Trustee shall
authenticate Global Securities and Definitive Securities in accordance with the provisions of Section 3.03. 
  
 SECTION 3.07. Mutilated, Destroyed, Lost and Stolen Securities. If (i) any mutilated Security is surrendered to the Trustee or the Registrar, or if
the Company, the Trustee and the Registrar receive evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) there is delivered to the Company, the Trustee and the Registrar such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice to the Company, the Trustee or the Registrar that such Security has been acquired by a bona fide purchaser, the Company and upon its request the Trustee shall
authenticate and deliver, in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of the same Series and Stated Maturity and of like tenor and principal amount, bearing a number not contemporaneously outstanding.

  
 In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
  
 Upon the issuance of any new Security under this Section 3.07, the Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 
  
 Every new Security of any Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture, equally and proportionately with any and all other
Securities of the same Series duly issued hereunder. 
  

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 The provisions of this Section 3.07 are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the placement or payment of mutilated, destroyed, lost or stolen Securities. 
  
 SECTION 3.08. Payment of Interest; Interest Rights Preserved. (a) Unless otherwise provided for by the terms of the Securities of any Series as
established in accordance with Section 3.01, interest on any Registered Security that is payable, and is punctually paid or duly provided for on any Interest Payment Date shall unless otherwise provided in that Security be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for that interest payment. At the option of the Company, payment of interest on any Registered Security may be made by
check in the currency designated for such payment pursuant to the terms of such Registered Security mailed to the address of the Person entitled thereto as such address shall appear in the Registry or by wire transfer to an account in such currency
designated by such Person in writing not later than 10 days prior to the date of such payment. 
  
 (b) Any interest on any Registered Security that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be
payable to the Holder on the relevant Regular Record Date by virtue of such Person having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (i) or clause (ii) below.

  
 (i) The Company may elect to make payments of
any Defaulted Interest to the Persons in whose names any such Registered Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which
Special Record Date 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 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 Special Record Date shall be not more than 15 nor 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 at the Holder’s address as it appears in the Registry, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Registered Securities (or their respective Predecessor Securities) are registered on such Special Record Date and shall no longer be payable
pursuant to the following clause (ii) of this Section 3.08. 
  
 (ii) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities with respect to which there exists such
default 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 payment shall be deemed practicable by the Trustee.

  
 Subject to the foregoing provisions of this Section 3.08, 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, that were carried by such other Security.

  
 SECTION 3.09. Persons Deemed Owners. 
  
 (a) Prior to due presentment for registration of transfer of any Registered
Security, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of, premium, if any, and,
subject to Section 3.08, interest on such Security, and for all purposes whatsoever, whether or not that Security is overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary. 
  

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 (b) None of the Company, the Trustee, any Paying Agent, any Authenticating Agent or the Registrar will
have the responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interest of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial
ownership interest, and they shall be fully protected in acting or refraining from acting on any such information provided by the Depositary. 
  
 SECTION 3.10. Cancellation. Unless otherwise provided with respect to a Series of Securities, all Securities surrendered for payment, registration
of transfer, exchange, repayment or redemption shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. All Securities so delivered or surrendered directly to the Trustee for any such purpose shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever, and all Securities so delivered shall
be promptly 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 or such Securities. All cancelled
Securities held by the Trustee shall be disposed of by the Trustee in accordance with the Trustee’s customary procedures, and the Trustee shall deliver a certificate of such disposition to the Company. 
  
 SECTION 3.11. Computation of Interest. Interest on the Securities of
each Series shall be computed as shall be specified in the terms of those Securities as established in accordance with Section 3.01; provided, however, that if the terms of any Securities do not provide a method for computation of interest
with respect thereto, interest on that Security shall be computed on the basis of a 360-day year of twelve 30-day months. 
  
 SECTION 3.12. Currency Indemnity. The Company may provide, pursuant to Section 3.01, for the Securities of any Series that, to the fullest extent
possible under applicable law and except as may otherwise be specified as contemplated in Section 3.01, (a) the obligation, if any, of the Company to pay the principal of, premium, if any, and interest on the Securities of any Series in a Foreign
Currency, composite currency or Dollars (the “Designated Currency”) as may be specified pursuant to Section 3.01 is of the essence and agrees that judgments in respect of such Securities shall be given in the Designated Currency; (b) the
obligation of the Company to make payments in the Designated Currency of the principal of, premium, if any, and interest on such Securities shall, notwithstanding any payment in any other currency, whether pursuant to a judgment or otherwise, be
discharged only to the extent of the amount in the Designated Currency that the Holder receiving such payment may, in accordance with normal banking procedures, purchase with the sum paid in such other currency, after any premium and cost of
exchange, in the country of issue of the Designated Currency in the case of Foreign Currency or Dollars or in the international banking community in the case of a composite currency on the Business Day immediately following the day on which such
Holder receives such payment; (c) if the amount in the Designated Currency that may be so purchased for any reason falls short of the amount originally due, the Company shall pay such additional amounts as may be necessary to compensate for such
shortfall; and (d) any obligation of the Company not discharged by such payment shall be due as a separate and independent obligation and, until discharged as provided herein, shall continue in full force and effect. 
  
 SECTION 3.13. CUSIP Numbers. The Company in issuing the Securities may
use “CUSIP,” “ISIN,” or “Common Code” numbers or other Euroclear or Clearstream reference numbers (if then generally in use), and, if so, the Trustee shall use such numbers in notices of redemption or other related
material as a convenience to Holders; provided that any such notice or other related material may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of
redemption or other related material and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall
promptly notify the Trustee of any change in any such reference number. 
  
 SECTION 3.14. Book-Entry Only System. If made a part of the terms of the Securities of a Series in accordance with Section 3.01 with respect to Securities represented by a Global Security, Securities of a Series may be issued
initially in book-entry only form and, if issued in such form, shall be represented by one or more Global Securities registered in the name of the Depositary or other depositary designated with respect thereto. So long as such book-entry only system
of registration is in effect, (a) Securities of a Series so issued in book-entry only form will not be issuable in the form of or exchangeable for Securities in certificated or definitive registered form, (b) the records of the Depositary or such
other depositary will be determinative for all purposes as to the beneficial owners 
  

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 of the Securities of that Series and (c) neither the Company, the Trustee nor any Paying Agent, or Registrar for such
Securities will have any responsibility or liability for (i) any aspect of the records relating to or payments made on account of owners of beneficial interests in the Securities of that Series, (ii) maintaining, supervising or reviewing any records
relating to such beneficial interests, (iii) receipt of notices, voting and requesting or directing the Trustee to take, or not to take, or consenting to, certain actions hereunder, or (iv) the record and procedures of the Depositary or such other
depositary, as the case may be. 
  
 ARTICLE FOUR 

 
 Redemption of Securities 
  
 SECTION 4.01. Applicability of Article. Securities of any Series that
are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and, except as otherwise set forth in the terms of the Securities of that Series as established in accordance with Section 3.01, in accordance with this
Article. 
  
 SECTION 4.02. Election To Redeem; Notice To
Trustee. The election of the Company to redeem any Securities redeemable at the option of the Company shall be evidenced by an Officers’ Certificate. In case of any redemption at the election of the Company, 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 and the Registrar of such Redemption Date and of the principal amount of Securities of such Series to be
redeemed. In the case of any redemption of Securities (i) prior to the expiration of any restriction on such redemption provided in the terms of those Securities or elsewhere in this Indenture, or (ii) pursuant to an election of the Company that is
subject to a condition specified in the terms of those Securities, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or condition. 
  
 SECTION 4.03. Selection by Trustee of Securities To Be Redeemed. If
less than all the Securities of any Series with the same terms 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 that
Series having such terms not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and that may provide for the selection for redemption of portions of the principal amount of Securities of such Series of a
denomination equal to or larger than the minimum authorized denomination for Securities of such Series. Unless otherwise provided by the terms of the Securities of any Series so selected for partial redemption, the portions of the principal of
Securities of that Series so selected for partial redemption shall be, in the case of Registered Securities, equal to $1,000 or an integral multiple thereof, and the principal amount of any such Security that remains outstanding shall not be less
than the minimum authorized denomination for Securities of such Series. 
  
 The Trustee shall promptly notify the Company, the Registrar and the Co-Registrar, if any, in writing of the Securities selected for redemption and, in the case of any Security 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 Security redeemed or to be redeemed only in part, to the portion of the principal of such Security that has been or is to be
redeemed. 
  
 SECTION 4.04. Notice of Redemption. Notice of
redemption shall be given in the manner provided in Section 1.06, not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed. 
  
 All notices of redemption shall state: 
  
 (i) the Redemption Date; 
  
 (ii) the Redemption Price; 
  
 (iii) if less than all Outstanding Securities of any Series having the same terms are to be redeemed, the
identification (and, in the case of partial redemption, the respective principal amounts) of the particular Securities to be redeemed; 
  

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 (iv) that on the Redemption Date, the Redemption Price will become due and payable upon
each such Security to be redeemed, and that interest, if any, thereon shall cease to accrue on and after said date; 
  
 (v) the place or places where such Securities, maturing after the Redemption Date, are to be surrendered for payment of the Redemption
Price; 
  
 (vi) that the redemption is for a
sinking fund, if such is the case; and 
  
 (vii)
the CUSIP number or the Euroclear or the Clearstream reference numbers (or any other number used by a Depository to identify such Securities), if any, of the Securities to be redeemed. 
  
 A notice of redemption published as contemplated by Section 1.06 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, on Company Request, by the Trustee in the name and at the expense of the Company. 
  
 SECTION 4.05. Deposit of Redemption Price. At or prior to the opening of business on any Redemption Date, the Company shall deposit or cause to be
deposited 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 5.03) an amount of money sufficient to pay the Redemption Price of all the Securities that
are to be redeemed on that date. 
  
 SECTION 4.06. Securities
Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities 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) such Securities shall cease to bear interest. Upon surrender of any such Securities for redemption in accordance with said notice, those Securities surrendered shall be paid by the
Company at the Redemption Price. Installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as
such on the close of business on the relevant Regular Record Dates according to their terms and the provisions of Section 3.08. 
  
 If any Security called for redemption shall not be paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the
Redemption Date at the rate borne by such Security, or as otherwise provided in such Security. 
  
 SECTION 4.07. Securities Redeemed in Part. Any Security that is to be redeemed only in part shall be surrendered at the office or agency of the Company in a Place of Payment therefor (with, if the Company or
the Registrar so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder of such Security or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same Series and Stated Maturity, containing identical terms and conditions, of any authorized
denominations as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 
  
 SECTION 4.08. Redemption Suspended During Event of Default. The Trustee shall not redeem any Securities (unless all
Securities then Outstanding are to be redeemed) or commence the giving of any notice of redemption of Securities during the continuance of any Event of Default known to the Trustee, except that where the giving of notice of redemption of any
Securities shall theretofore have been made, the Trustee shall redeem such Securities, provided funds are deposited with it for such purpose. Any moneys theretofore or thereafter received by the Trustee shall, during the continuance of such Event of
Default, be held in trust for the benefit of the Holders and applied in the manner set forth in Section 7.06; provided, however, that in case such Event of Default shall have been waived as provided herein or otherwise cured, such moneys shall
thereafter be held and applied in accordance with the provisions of this Article. 
  

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 ARTICLE FIVE 
  
 Covenants 
  
 SECTION 5.01. Payment of Principal, Premium and Interest. The Company covenants and agrees for the benefit of each Series of Securities that it
will duly and punctually pay the principal of, premium, if any, and interest on the Securities of such Series in accordance with the terms of the Securities of that Series, any coupons appertaining thereto and this Indenture. Principal, premium if
any, or interest payable with respect to any Securities shall be considered paid on the date due if the Paying Agent holds, or if the Company acts as its own Paying Agent, the Company holds in a segregated account in trust for the Holders due such
payment, on the date money sufficient to pay all principal and premium, if any and interest then due. Unless otherwise set forth in the terms of Securities of Series established in accordance with Section 3.01, at the option of the Company, all
payments of principal may be paid by check to the registered Holder of the Registered Security or other person entitled thereto against surrender of such Security. 
  
 SECTION 5.02. Maintenance of Office or Agency. In addition to the offices and agencies maintained pursuant to Section
3.04, the Company will maintain in each Place of Payment for any Series of Securities as to which it issues Securities, an office or agency where Securities of any Series that are convertible or exchangeable may be surrendered for conversion or
exchange, as applicable, and where notices and demands to or upon the Company in respect of the Securities of that Series and this Indenture may be served. Each such office may be the office of any Paying Agent appointed by the Company. The Company
will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands where Securities of that Series, if they are convertible or exchangeable, may be surrendered for conversion or exchange, as applicable, and where notices and demands to or upon the Company, in respect of the Securities of that
Series and this Indenture may be served. 
  
 The Company 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 of such purposes specified above in this Section. The Company will give prompt written notice
to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 
  
 SECTION 5.03. Money for Security Payments To Be Held in Trust. If the Company shall at any time act as its own Paying Agent for any Series of
Securities, it will, on or before each due date of the principal of, premium, if any, or interest on any of the Securities of such Series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the currency in which the
Securities of such Series are payable sufficient to pay the principal, premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action
or failure so to act. 
  
 Whenever the Company shall have one or
more Paying Agents for any Series of Securities, it will, at or prior to the opening of business on each due date of the principal of, premium, if any, or interest on any Securities of such Series, deposit with a Paying Agent a sum in the currency
in which the Securities of such Series are payable sufficient to pay the principal, premium or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, 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: 
  
 (i) hold all sums held by it for the payment of principal of, premium, if any, or interest on 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; 
  

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 (ii) give the Trustee notice of any default by the Company (or any other obligor upon the
Securities of such Series) in the making of any payment of principal, premium or interest on the Securities of that Series; and 
  
 (iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent. 
  
 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 payments by any Paying Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money. 
  
 Any money deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Security of any Series and remaining unclaimed for two years after such principal, premium or interest
has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of that Security shall thereafter, as an unsecured general creditor, look only to the
Company with respect to that Security 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 in each Place of Payment, notice that such money remains unclaimed and that,
after a date specified therein, that shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
  
 SECTION 5.04. 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 the additional amounts as provided in the terms of the Securities of that Series. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of, premium,
if any, or interest on, or in respect of, any Security of any Series 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
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 10 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 10 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 of (and premium, if any) or interest on the Securities of that Series shall be
made to Holders of Securities of that Series 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, 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 reasonable expense 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. 
  
 SECTION 5.05. Statement as to Compliance. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the
Company, an Officers’ Certificate (that need not comply with Section 1.02) (provided, however, that one of the signatories of that Officers’ Certificate shall be the Company’s principal executive officer, principal financial officer
or principal accounting officer) stating, as to each signer thereof, that: 
  
 (i) a review of the activities of the Company during such year and of performance under this Indenture and under the terms of the Securities has been made under his supervision; and 
  

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 (ii) to the best of each signer’s knowledge, based on such review, (a) the Company
has fulfilled all of its obligations and complied with all conditions and covenants under this Indenture and under the terms of the Securities throughout such year, or, if there has been a default in the fulfillment of any such obligation, condition
or covenant specifying each such default known to the signer and the nature and status thereof, and (b) no event has occurred and is continuing that 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 such event known to him and the nature and status thereof. 
  
 For purposes of this Section 5.05, compliance or default shall be determined without regard to any period of grace or requirement of notice provided for
herein. 
  
 SECTION 5.06. Maintenance of Corporate Existence,
Rights and Franchises. So long as any of the Securities shall be Outstanding, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises to carry on
its business; provided, however, that nothing in this Section 5.06 shall (i) require the Company to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders, (ii) prevent any consolidation or merger of the Company, or any conveyance or transfer of its property and assets substantially as
an entirety to any person, permitted by Article Ten, or (iii) prevent the liquidation or dissolution of the Company after any conveyance or transfer of its property and assets substantially as an entirety to any person permitted by Article Ten.

  
 ARTICLE SIX 
  
 Holders’ Lists and Reports by the Trustee and the Company

  
 SECTION 6.01. Preservation of Information;
Communications to Holders; Communications Between Holders. (a) The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders of the Securities of each
Series issued hereunder and shall otherwise comply with TIA §312(a) with respect to each Series of Securities issued hereunder. If the Trustee is not the Registrar, the Company shall furnish, or shall cause the Registrar (if other than the
Company) to furnish, to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may reasonably request in writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders of the Securities of that Series, and the Company shall otherwise comply with TIA §312(a) with respect to the Securities of that Series. The Trustee may destroy any list furnished to it as
provided in this Section 6.01 upon receipt of a new list so furnished. 
  
 (b) If three or more Holders of Securities of any Series (hereinafter referred to as “applicants”) apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Security of such
Series for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Securities of such Series or with the Holders of all Securities with
respect to their rights under this Indenture or under such Securities and is accompanied by a copy of the form of proxy or other communication that such applicants propose to transmit, then the Trustee shall, within five Business Days after the
receipt of such application, at its election, either: 
  
 (i) afford such applicants access to the information preserved at the time by the Trustee in accordance with Section 6.01(a); or 
  
 (ii) inform such applicants as to the approximate number of Holders of Securities of such Series or all Securities, as the case may be,
whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 6.01(a), and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if any, specified in
such application. 
  
 If the Trustee shall elect not to afford
such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Holder of a Security of such Series or all Holders of Securities, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section 6.01(a), a copy of the form of proxy or other communication that is specified in such 
  

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 request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of Securities of such Series or all Securities, as the case may be, or would be in violation of applicable law. Such
written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if,
after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall
mail copies of such material to all such Holders of Securities with reasonable promptness after the entry of such order and the renewal of such tender; otherwise, the Trustee shall be relieved of any obligation or duty to such applicants respecting
their application. 
  
 (c) Every Holder of Securities, by
receiving and holding the same, agrees with the Company and the Trustee that none of the Company, the Trustee, any Authenticating Agent, any Paying Agent or any Registrar shall be held accountable by reason of the disclosure of any information as to
the names and addresses of the Holders of Securities in accordance with Section 6.01 or TIA §312, 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 this Section 6.01 or TIA §312(b). 
  
 (d) Holders may communicate pursuant to TIA §312(b) with other Holders with respect to their rights under this Indenture or the Securities of any Series issued hereunder. The Company, the Trustee, the Registrar
and anyone else shall have the protection of TIA §312(c), and the Trustee shall comply with TIA §312(b) in connection with any such communication. 
  
 SECTION 6.02. Reports, Records and Filings by the Trustee. 
  
 (a) The Trustee shall, within 60 days after May 15 of each year commencing with the year 2003, mail to each Holder reports
concerning the Trustee and its action under the Indenture as may be required pursuant to Section 313(a) of the TIA if and to the extent and in the manner provided pursuant thereto. The Trustee shall comply with TIA §313(b)(2) and shall transmit
by mail all reports as required by TIA §313(c). The Trustee shall also comply with the other provisions of Section 313 of the TIA. Reports pursuant to this Section shall be transmitted by mail (1) to all Holders of Registered Securities, as
their names and addresses appear in the Registry, and (2) except in the cases of reports under Section 313(b)(2) of the TIA, to each Holder of a Security of any Series whose name and address appear in the information preserved at the time by the
Trustee in accordance with Section 6.01. A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each securities exchange upon which any Securities are listed, and also with the Commission in
accordance with TIA §313(d). The Company will notify the Trustee when any Securities are listed on any securities exchange. 
  
 (b) The Trustee or the Paying Agent, as applicable, shall be responsible for (a) obtaining from Holders all Internal Revenue Service forms (and similar
forms under applicable state, local, and foreign tax law) required under applicable U.S. federal, state, local, or foreign tax law in order to establish exemptions from or reductions in withholding taxes, (b) preparing, filing with the applicable
taxing authority, and (to the extent required under applicable tax law) furnishing Holders with copies of, all tax reports or statements with respect to interest or principal payments on, or redemptions of, Securities which are required to be
prepared, filed, and furnished under applicable U.S. federal, state, local, or foreign tax law, and (c) withholding and paying over to the applicable taxing authorities any tax withholdings that are required to be made under such applicable tax law.

  
 (c) The Trustee or the Paying Agent, as applicable, shall
maintain all appropriate records documenting compliance with such requirements until such time as all applicable periods of limitation for assessing or collecting any taxes or penalties for failure to comply fully with such requirements have
expired, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. 
  
 SECTION 6.03. Reports by the Company. The Company will: 
  
 (a) 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) that
the Company is then required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange 
  

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 Act; or, if the Company is not required to file information, documents or reports pursuant to either of those sections of
the Exchange Act, then the Company will 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 that
may be required pursuant to Section 13 of the Exchange Act 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; 
  
 (b) 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; and 
  
 (c) transmit by mail to Holders of
Securities, in the manner and to the extent provided in Section 6.02(a), within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company or pursuant to paragraphs
(a) and (b) of this Section 6.03 as may be required by rules and regulations prescribed from time to time by the Commission. 
  
 ARTICLE SEVEN 
  
 Events of Default and Remedies 
  
 SECTION 7.01. Events of Default. “Event of Default,” with respect to any Series of Securities, wherever used herein, 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 it is either
inapplicable to a particular Series or it is specifically deleted or modified in the Supplemental Indenture, the Board Resolution or Officers’ Certificate under which such Series of Securities is issued or in the form of Security for that
Series: 
  
 (i) the Company fails to pay any
interest upon any Security of that Series when it becomes due and payable, and such failure continues for a period of 30 days; or 
  
 (ii) the Company fails to pay the principal of, or premium, if any, on any Security of that Series at its Maturity; or 
  
 (iii) with respect to the Securities of that Series, the
Company fails to perform, or a breach occurs as to any covenant or warranty it is obligated to perform or made by the Company in this Indenture with respect to the Securities of that Series (other than a covenant or warranty, a default in the
performance of which or a breach of which is elsewhere in this Section specifically dealt with or that has expressly been included in this Indenture by means of a Supplemental Indenture solely for the benefit of Series of Securities other than that
Series), and continuance of such failure or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or 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 
  
 (iv) the entry of a decree or order by a court having jurisdiction in the premises granting relief in
respect of the Company in an involuntary case under the Federal Bankruptcy Code or any other applicable federal, state or foreign bankruptcy, insolvency or similar law, adjudging the Company, a bankrupt, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect of the Company, under the Federal Bankruptcy Code or any other applicable Federal or State, or foreign, bankruptcy, insolvency or similar law, or appointing a receiver,
liquidator, custodian, assignee, trustee, sequestrator (or other similar official) of the Company or of substantially all of its properties, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 60 consecutive days; or 
  
 (v) the institution by the Company of proceedings to be adjudicated a bankrupt, or the consent of the Company to the institution of bankruptcy proceedings against it, or the filing by the 
  

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 Company of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy
Code or any other applicable Federal, State or foreign bankruptcy, insolvency or similar law, or the consent by the Company to the filing of any such petition or to the appointment of a receiver, liquidator, custodian, assignee, trustee,
sequestrator (or other similar official) of the Company or of substantially all of its properties; or 
  
 (vi) any other event or occurrence that is designated to be an Event of Default provided with respect to Securities of that Series in the
Supplemental Indenture, Board Resolution or Resolutions or Series Terms Certificate that establishes or evidences the terms of the Securities of that Series. 
  
 SECTION 7.02. Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section
7.01(iv) or (v) with respect to the Company) with respect to any Series of Securities for which there are Securities Outstanding occurs and is continuing, then, and in every such case, the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of such Series may declare the principal of all the Securities of such Series (or, if the Securities of that Series are Original Issue Discount Securities, such portion of the principal amount as may be specified
in, or determined in accordance with, the terms of that Series) to be immediately due and payable, by giving a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration, such amount, together with
accrued interest thereof, shall become immediately due and payable. If an Event of Default specified in Section 7.01(iv) or (v) occurs with respect to the Company and is continuing, the principal of and accrued and unpaid interest on all of the
Outstanding Securities of all Series shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. 
  
 At any time after an 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 a majority in principal amount of the Outstanding Securities of such Series by written notice to the Company and the Trustee, may
rescind and annul such acceleration and its consequences, and any Event of Default giving rise to such acceleration shall not be deemed to have occurred, if: 
  

(i) the Company has paid or deposited with the Trustee a sum sufficient to pay: 
  
 (A) all overdue installments of interest on all Securities
of such Series, 
  
 (B) the principal of and
premium, if any, of the Securities of such Series that have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor by the terms of the Securities of such Series, 
  
 (C) to the extent that payment of such interest is lawful,
interest upon overdue installments of interest at the rate or rates prescribed therefor by the terms of the Securities of such Series, and 
  
 (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the
Trustee, the Registrar, any Paying Agent, and their agents and counsel and all other amounts due the Trustee under Section 8.07; and 
  
 (ii) all Events of Default with respect to Securities of that Series, other than the nonpayment of the principal of Securities of that
Series that have become due solely by such acceleration, have been cured or waived as provided in Section 7.13. 
  
 No such rescission shall affect any subsequent default or impair any right consequent thereon. 
  
 SECTION 7.03. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants, that if: 
  
 (i) default is made in the payment of any installment of interest on any Security of any Series when such interest becomes due and payable and such default continues for a period of 30 days, or 
  
 (ii) default is made in the payment of the principal of or
premium, if any, on any Security of any Series at the Maturity thereof, 
  
 the
Company will, upon demand of the Trustee, pay to it, for the benefit of the Holder of any such Security of that Series, the whole amount then due and payable on any Security of that Series for principal, premium, if any, and 
  

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 interest, with interest upon the overdue principal and premium, if any, and, to the extent that payment of such interest
shall be lawful, upon overdue installments of interest, at the rate or rates prescribed therefor by the terms of any Security of that Series; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and
expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 8.07. 
  
 If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and 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 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, wherever situated. 
  
 If an Event of Default with respect to any Series of Securities occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and
enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
  
 SECTION 7.04. 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 any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue principal, premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: 
  
 (i) to file and prove a claim for the whole amount of principal, (or, in the case of Original Issue Discount
Securities, the portion of the stated principal of the Original Issue Discount Securities as may be provided in the terms thereof) premium, if any, and interest due and unpaid in respect of the Securities and to file such other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under
Section 8.07) and of the Holders allowed in such judicial proceeding; 
  
 (ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and 
  
 (iii) unless prohibited by law or applicable regulations, to vote on behalf of the Holders of the Securities in any election
of a trustee in bankruptcy or other person performing similar functions; 
  
 and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent
to the making of such payments directly to the Holders, to pay to the Trustee any amount due to 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 8.07. 
  
 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 a Security any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a Security in any such proceeding. 
  
 SECTION 7.05. Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or under the
Securities of any Series, may be prosecuted and enforced by the Trustee without the possession of any of the Securities of such Series or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any
other amounts due the Trustee under Section 8.07, be for the ratable benefit of the Holders of the Securities of such Series in respect of which such judgment has been recovered. 
  

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 SECTION 7.06. Application of Money Collected. Any money collected by the Trustee with respect to a
Series of Securities 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, premium, if any, or interest, upon presentation
of the Securities of that Series, 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 8.07 with respect to the Securities of that Series; 
  
 SECOND: To the payment of the amounts then due and unpaid
upon the Securities of that Series for principal, premium, if any, and interest 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 Securities of that Series, for principal, premium, if any, and interest, respectively. The Holders of each Series of Securities denominated in any composite currency or a Foreign Currency shall be entitled to receive a ratable portion of
the amount determined by the Exchange Rate Agent by converting the principal amount Outstanding of that Series of Securities and matured but unpaid interest on such Series of Securities in the currency in that Series of Securities denominated into
Dollars at the Exchange Rate as of the Business Day immediately preceding the date of payment; and 
  
 THIRD: The balance, if any, to the Company. 
  
 SECTION 7.07. Limitation on Suits. No Holder of any Security of any Series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 
  
 (i) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to Securities of such
Series; 
  
 (ii) the Holders of not less than 25%
in principal amount of the Outstanding Securities of such 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; 
  
 (iii) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; 
  
 (iv) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and 
  
 (v) 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 such Series; 
  
 it being understood and intended that no one or more Holders of Securities of such Series shall have any right in any manner whatever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities of such Series or to obtain or to seek to obtain priority or preference over any other 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 the Holders of Securities of such Series. 
  
 SECTION 7.08. Unconditional Right of Holders To Receive Principal, Premium and Interest. Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right, that is absolute and unconditional, to receive payment of the principal of, premium, if any, and, subject to Section 3.08, interest on such Security on the respective
Stated Maturities expressed in such Security or, in the case of redemption or repurchase on the Redemption Date or Repurchase Date and to institute suit for the enforcement of such payment, and such rights shall not be impaired without the consent
of such Holder. 
  
 SECTION 7.09. Restoration of Rights and
Remedies. If the Trustee or any Holder of a Security 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 the Company, the Trustee and the Holders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all
rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 
  

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 SECTION 7.10. Rights and Remedies Cumulative. Except as otherwise provided with respect to the
replacement or payment of mutilated, lost, destroyed or stolen Securities in the last paragraph of Section 3.07, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
  
 SECTION 7.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security 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 7.12. Control by Holders. The Holders of a majority in principal amount of the Outstanding Securities of any Series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such Series; provided that: 
  
 (i) such direction shall not be in conflict with any rule of
law or with this Indenture; 
  
 (ii) the Trustee
shall not determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction; 
  
 (iii) subject to the provisions of Section 8.01, the Trustee shall have the right to decline to follow any such direction if the Trustee
in good faith shall, by a Responsible Officer or Officers of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability; and 
  
 (iv) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such
direction. 
  
 SECTION 7.13. Waiver of Past Defaults. The
Holders of a majority in principal amount of the Outstanding Securities of any Series may on behalf of the Holders of all the Securities of such Series waive any past default hereunder and its consequences, except a default not theretofore cured:

  
 (i) in the payment of the principal of,
premium, if any, or interest on any Security of such Series; or 
  
 (ii) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such Series affected. 
  
 Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose of the Securities of such Series under this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

  
 SECTION 7.14. Undertaking for Costs. All parties to
this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 7.14 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 of Securities for the enforcement of the payment of the principal of, premium, if any, or interest on any Security on or after the respective Stated Maturities expressed in that Security (or, in the case of redemption or
repurchase, on or after the Redemption Date or Repurchase Date). 
  
 SECTION 7.15. Waiver of Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the 
  

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 benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture. The Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
  
 ARTICLE EIGHT 
  
 The Trustee 
  
 SECTION 8.01. Certain Duties and Responsibilities. (i) Except during the continuance of an Event of Default with respect to any Series of Securities: 
  
 (a) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this
Indenture with respect to Securities of such Series, and no implied covenants or obligations shall be read into this Indenture against the Trustee with respect to such Series; and 
  
 (b) in the absence of bad faith on its part, the Trustee may conclusively rely with respect to the
Securities of that Series, 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 certificate or opinions that 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 as to form to the requirements of this
Indenture. 
  
 (ii) In case an Event of Default
with respect to any Series of Securities has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to such Series, and use the same degree of care and skill in their
exercise, as a prudent person would exercise under the circumstances in the conduct of his or her own affairs. 
  
 (iii) 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 Section 8.01(iii) shall not be construed to limit the effect of Section 8.01(i); 
  
 (b) the Trustee shall not be liable for any error or 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, suffered 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 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
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 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. 
  
 (iv) 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 8.01. 
  
 SECTION 8.02. Notice of Default. Within 90 days after the occurrence of any default hereunder with respect to Securities of any Series, the Trustee
shall transmit by mail to all Holders of Securities of such Series entitled to receive reports pursuant to Section 6.02(a) notice of such default hereunder known to the Trustee, unless 
  

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 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, premium, if any, or interest on 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 and/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 of such
Series. For the purpose of this Section 8.02, the term “default,” with respect to Securities of any Series, means any event that is, or after notice or lapse of time, or both, would become, an Event of Default with respect to Securities of
such Series. 
  
 SECTION 8.03. Certain Rights of Trustee.
Except as otherwise provided in Section 8.01: 
  
 (i) 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, Security or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party or parties; 
  
 (ii) any request or direction of the Board of Directors referred to herein shall be sufficiently evidenced by a Company Request or Company
Order, and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; 
  
 (iii) 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, rely upon an Officers’ Certificate; 
  
 (iv) the Trustee may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 
  
 (v) 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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses
and liabilities that might be incurred by it in compliance with such request or direction; 
  
 (vi) 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, security or other paper or document, but the Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney and, if so requested to do so by any of the Holders, at the
sole cost and expense of the Holders; 
  
 (vii)
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; 
  
 (viii) the Trustee shall not be charged with knowledge of any default (as defined in Section 8.02) or Event of Default unless either (1) a Responsible Officer of the Trustee shall have actual knowledge of such default or Event of Default or
(2) written notice of such default or Event of Default shall have been given to the Trustee by the Company or any Holder; 
  
 (ix) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by this Indenture; and 
  
 (x) in the event that the Trustee is also acting as Paying Agent, Authenticating Agent or Registrar hereunder, the rights and protections
afforded to the Trustee pursuant to this Article Eight shall also be afforded to such Paying Agent, Authenticating Agent or Registrar. 
  
 SECTION 8.04. Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the
Trustee’s certificates of authentication, shall be taken as the statements of the 
  

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 Company, and neither the Trustee nor any Authenticating Agent assumes responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. 
  
 SECTION 8.05. May Hold Securities. The Trustee, any Authenticating
Agent, any Paying Agent, the Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 8.08 and 8.13, may otherwise deal with the Company with the
same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Registrar or such other agent. 
  
 SECTION 8.06. 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. 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 8.07. Compensation and Reimbursement. The Company agrees: 
  
 (i) to pay to the Trustee from time to time reasonable
compensation for all services rendered to the Company by the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 
  
 (ii) 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 and relating to Securities issued by the Company (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 
  
 (iii) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith on the Trustee’s part, arising out of or in connection with the acceptance or administration of this trust in connection with the Securities of the Company,
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 upon all property and funds held or collected by the Trustee in connection with the Securities of the Company as such, except funds held in trust for the payment of principal of, premium, if any, or interest on particular Securities.

  
 Without prejudice to any other rights available to the Trustee
under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 7.01(iv) or (v) as to the Securities of a Series, the expenses (including the reasonable fees and expenses of its
counsel) and the compensation for the services are intended to constitute expenses of administration in connection with the Securities of the Company under any applicable bankruptcy, insolvency or other similar law. 
  
 The obligations of the Company set forth in this Section 8.07 and any lien
arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article Eleven of this Indenture and the termination of this Indenture and the repayment of the Securities whether
at the Stated Maturity or otherwise. 
  
 SECTION 8.08.
Disqualification; Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of Section 310(b) of the TIA, the Trustee shall either eliminate such conflicting interest or resign, to the extent and in the
manner provided by, and subject to the provisions of, the TIA and this Indenture. To the extent permitted by the TIA, the Trustee shall not be deemed to have a conflicting interest with respect to the Securities of any Series by virtue of being
Trustee with respect to the Securities of any particular Series of Securities other than that Series. 
  
 SECTION 8.09. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to each Series of Securities hereunder
that 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 $50,000,000, subject to supervision or examination by Federal or State authority; provided, however, that if Section 310(a) of the TIA or the rules and regulations of the Commission under the TIA at any time permit a corporation
organized and doing 
  

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 business under the laws of any other jurisdiction to serve as trustee of an indenture qualified under the TIA, this
Section 8.09 shall be automatically deemed amended to permit a corporation organized and doing business under the laws of any such jurisdiction to serve as Trustee hereunder. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.09, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. Neither the Company nor any person directly or indirectly controlling, controlled by or under common control with the Company may serve as Trustee. If at any time the Trustee with
respect to any Series of Securities shall cease to be eligible in accordance with the provisions of this Section 8.09, it shall resign immediately in the manner and with the effect hereinafter specified in this Article Eight. The Trustee is subject
to TIA §310(b), including the optional provision permitted by the second sentence of TIA §310(b)(9). The Trustee and any successor Trustee shall always satisfy the requirements of TIA §310(a)(1), (2) and (5). 
  
 SECTION 8.10. Resignation and Removal; Appointment of Successor Trustee.

  
 (i) 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 under Section 8.11. 
  
 (ii) The Trustee may resign with respect to any Series of Securities at any time by giving written notice
thereof to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the resigning 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 Securities of such Series. 
  
 (iii) The Trustee may be removed with respect to any Series of Securities at any time 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. 
  
 (iv) If at any time: 
  
 (a) the Trustee shall fail to comply with Section 8.08 with respect to any Series of Securities after written request therefor by the
Company or by any Holder who has been a bona fide Holder of a Security of such Series for at least six months; or 
  
 (b) the Trustee shall cease to be eligible under Section 8.09 with respect to any Series of Securities and shall fail to resign after
written request therefor by the Company or by any Holder of Securities of such Series; or 
  
 (c) the Trustee shall become incapable of acting with respect to any Series of Securities 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, (1) the Company by a Board Resolution may remove the Trustee with
respect to such Series, or (2) subject to Section 7.14, 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 and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee with respect to such Series. 
  
 (v) If the Trustee shall resign, be removed or become incapable of acting with respect to any Series of Securities, or if a vacancy shall occur in the
office of the Trustee with respect to any Series of Securities for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those Series (it being understood that
any such successor Trustee may be appointed with respect to the Securities of one or more or all of such Series and that at any time there shall be only one Trustee with respect to the Securities of any particular Series) and shall comply with the
applicable requirements of Section 8.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to such Series of Securities shall be appointed by the 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 with respect to such Series, the 
  

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 successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee with respect to such Series and to that extent supersede the successor Trustee appointed by the Company with respect to such Series. If no successor Trustee with respect to such Series shall have been so appointed by the Company or
the Holders of Securities of such Series and accepted appointment in the manner hereinafter provided, 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 and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to such Series. 
  
 (vi) 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 that event by first-class mail, postage prepaid, to the Holders of Registered Securities of that Series as their names and addresses
appear in the Registry. Each notice shall include the name of the successor Trustee with respect to the Securities of such Series and the address of its Principal Corporate Trust Office. 
  
 SECTION 8.11. Acceptance of Appointment by Successor Trustee. (i) In the case of the appointment hereunder of a
successor Trustee with respect to any Series of 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 with respect to all or any Series as to that it is resigning as Trustee, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to all or any such Series; but, on request of the Company or such 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 such retiring Trustee with respect to all or any such Series; and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder with respect to all or any such Series, subject nevertheless to its lien, if any, provided for in Section 8.07. 
  
 (ii) 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 that or those Series shall execute and deliver a Supplemental Indenture wherein each successor Trustee shall accept such appointment and that (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 Series of 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
Trustee’s co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery
of such Supplemental Indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those Series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those Series to which the appointment of such successor Trustee
relates, subject nevertheless to its lien, if any, provided for in Section 8.07. 
  
 (iii) 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 (i) or (ii) of this Section, as the case may be. 
  
 (iv) No successor Trustee with respect to a Series of Securities shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible with respect to such Series under this Article. 
  

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 SECTION 8.12. Merger, Conversion, Consolidation or Succession to Business of Trustee. Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party or any corporation succeeding to all
or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided that such corporation shall be 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. 
  
 SECTION 8.13. Preferential Collection of Claims Against the Company. The Trustee is and shall be subject to the
provisions of TIA §311(a). There shall be excluded from the operation of TIA §311(a) for all purposes, each creditor relationship described or listed in TIA §311(b). A Trustee that has resigned or been removed shall be subject to and
shall comply with TIA §311(a) to the extent required thereby. 
  
 SECTION 8.14. Appointment of Authenticating Agents. The Trustee may appoint an Authenticating Agent or Agents, that may include any Affiliate of the Company, with respect to one or more Series of Securities. Such Authenticating Agent
or Agents shall, at the option of the Trustee, be authorized to act on behalf of the Trustee to authenticate Securities of such Series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to
Section 3.07, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Whenever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication or the delivery of Securities to the Trustee for authentication, such reference shall be deemed to include authentication and delivery on
behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent and delivery of Securities to the Authenticating Agent on behalf of the Trustee. 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 of America, any State thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. Notwithstanding the foregoing, an Authenticating Agent located outside the United
States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. 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 (and upon request by the Company shall) terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such 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 that shall be acceptable to the Company. 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.

  

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 If an appointment with respect to one or more Series is made pursuant to this Section, the Securities of
such Series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication substantially in the following form: 
  
 This is one of the Securities of the Series designated herein referred to in the within-mentioned Indenture. 
  

			
	 J.P. MORGAN TRUST COMPANY,
 NATIONAL ASSOCIATION, as Trustee,

		
	By	 	  


	 	 	Authenticating Agent
		
	By	 	  


	 	 	Authorized Signatory


  
 ARTICLE NINE

  
 Supplemental Indentures 
  
 SECTION 9.01. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holder of any Securities, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more Supplemental Indentures, in form satisfactory to the Trustee, for
any of the following purposes: 
  
 (i) to
evidence the succession of another corporation or Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities contained; or 
  
 (ii) to evidence and provide for the acceptance of
appointment by another corporation as a successor Trustee hereunder with respect to one or more Series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to Section 8.11; or 
  
 (iii) to add to the covenants of the Company, for the benefit of the Holders of Securities 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 that Series or those Series specified in such Supplemental Indenture), or to surrender any
right or power herein conferred upon the Company; or 
  
 (iv) to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture; provided
that such action shall not adversely affect the interests of the Holders of Securities of any Series; or 
  
 (v) to add any additional Events of Default with respect to all or any Series of the Securities (and, if such Event of Default is
applicable to less than all Series of Securities, specifying the Series to which such Event of Default is applicable); or 
  
 (vi) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination (a)
shall become effective only when there is no Security Outstanding of any Series created prior to the execution of such Supplemental Indenture that is adversely affected by such change in or elimination of such provision or (b) shall not apply to any
Securities Outstanding; or 
  
 (vii) to establish
the form or terms of Securities of any Series as permitted by Sections 2.02 and 3.01; or 
  
 (viii) to evidence any changes to Section 8.09 as permitted by the terms thereof; or 
  
 (ix) to comply with requirements of the Commission in order
to effect or maintain the qualification of this Indenture under the TIA; or 
  

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 (x) to add to or change or eliminate any provision of this Indenture as shall be
necessary or desirable in accordance with any amendments to the TIA; provided such action shall not adversely affect the interest of Holders of Securities of any Series. 
  
 SECTION 9.02. Supplemental Indentures With Consent of Holders. (a) With the consent of the Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities of all Series affected by such Supplemental Indenture or Indentures (acting as one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution and the Trustee may enter into an Indenture or Supplemental Indenture 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 each 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: 

 
 (i) change the Maturity of the principal of, or the
Stated Maturity of any installment of interest (or premium, if any) on, any Security, or reduce the principal amount thereof or any premium thereon or the rate of interest thereon or change the method or methods for determining the rate of interest
thereon or change the obligation of the Company to pay additional amounts pursuant to Section 5.04 (except as contemplated by Section 10.01(i) and permitted by Section 9.01), or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 7.02 or a repurchase or redemption of any Securities affected, or change the method of calculating interest thereon or the coin or
currency in which any Security, premium, if any, thereon, or the interest thereon is payable, or reduce the minimum rate of interest thereon, 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 or repurchase on or after the Redemption Date or Repurchase Date); 
  
 (ii) 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 certain defaults hereunder and their consequences as provided for in this Indenture or reduce the requirements of Section 14.04 for a quorum; 

 
 (iii) change any obligation of the Company to maintain an
office or agency in the places and for the purposes specified in Section 5.02; or 
  
 (iv) modify any of the provisions of this Section 9.02 or Section 7.13, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived. 
  
 (b) 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. 
  
 (c) A Supplemental Indenture that changes or eliminates any covenant or other
provision of this Indenture that has expressly been included solely for the benefit of one or more particular Series of Securities, or that 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. 
  
 SECTION 9.03. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any Supplemental Indenture
permitted by this Article Nine or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 8.01) shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such Supplemental Indenture is authorized or permitted by and complies with this Indenture. The Trustee may, but shall not be obligated to, enter into any such Supplemental Indenture that affects the Trustee’s own rights,
liabilities, duties or immunities under this Indenture or otherwise. 
  
 SECTION 9.04. Effect of Supplemental Indentures. Upon the execution of any Supplemental Indenture under this Article Nine, this Indenture shall be modified in accordance therewith, and such Supplemental Indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 
  

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 SECTION 9.05. Conformity with Trust Indenture Act. Every Supplemental Indenture executed pursuant
to this Article Nine shall conform to the requirements of the TIA as then in effect. 
  
 SECTION 9.06. Reference in Securities to Supplemental Indentures. Securities authenticated and delivered after the execution of any Supplemental Indenture pursuant to this Article Nine may, and shall, if
required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such Supplemental Indenture. If the Company shall so determine, new Securities 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. 
  
 ARTICLE TEN 
  
 Amalgamation, Consolidation, Merger, Conveyance or Transfer 
  

SECTION 10.01. Company May Consolidate Only on Certain Terms. So long as any Security remains Outstanding, the Company shall not amalgamate or
consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person or enter into any reorganization or arrangement, unless: 
  
 (i) the Company shall be the surviving or continuing entity
or the Person formed by such amalgamation, consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety is an entity organized under the
laws of a state of the United States of America, and the Company has delivered to the Trustee (x) an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for federal income tax purposes as a result of such
amalgamation, consolidation, merger, conveyance or transfer transaction involving the Company, and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such transaction
had not been effected, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable Federal income tax law after the Closing Date
such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; 
  
 (ii) immediately after giving effect to such transaction, no Event of Default, and no event that, after
notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and 
  
 (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such
amalgamation, consolidation, merger, conveyance or transfer and such Supplemental Indenture comply with this Article Ten and that all conditions precedent herein provided for relating to such transaction have been complied with. 
  
 SECTION 10.02. Successor Corporation Substituted. Upon any
amalgamation, consolidation, merger, reorganization or arrangement or any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 10.01, the successor Person formed by such
amalgamation or consolidation or into which the Company is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company, as the case may be, under this
Indenture with the same effect as if such successor Person had been named as the Company herein. In the event of any such conveyance or transfer, the Company, as the predecessor corporation, shall be relieved of all obligations and covenants under
this Indenture and the Securities, and may be dissolved, wound up and liquidated at any time thereafter. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of
Securities of any Series issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as
Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued, or annexed, or endorsed at the date of the execution hereof. 
  

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 ARTICLE ELEVEN 
  
 Satisfaction and Discharge 
  
 SECTION 11.01. Option to Effect Legal Defeasance or Covenant Defeasance. The Company may, at the option of the Board of Directors evidenced by a
resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 11.02 or 11.03 be applied to all outstanding Securities of all Series or any Series upon compliance with the conditions set forth below in this Article
Eleven. 
  
 SECTION 11.02. Legal Defeasance and Discharge.
Upon the Company’s exercise under Section 11.01 of the option applicable to this Section 11.02 as to the outstanding Securities of all Series or any Series, the Company, as applicable, shall, subject to the satisfaction of the applicable
conditions set forth in Section 11.04, be deemed to have been discharged from its obligations with respect to all outstanding Securities as to which the option provided in Section 11.01 is exercised, on the date the conditions set forth below are
satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such outstanding Securities, which shall thereafter
be deemed to be “outstanding” only for the purposes of Section 11.05, Section 11.09 and the other Sections of this Indenture referred to below, and to have satisfied all its other obligations under such Securities and this Indenture (and
the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of
Holders of outstanding Securities to receive solely from the trust fund described in Section 11.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest and Additional Interest, if any,
on such Securities when such payments are due, (b) the Company’s obligations with respect to such Securities under Article Three and Section 5.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s obligations in connection therewith and (d) this Article Eleven. Subject to compliance with this Article Eleven, the Company may exercise its option under this Section 11.02 notwithstanding the prior exercise of its option under
Section 11.03. 
  
 SECTION 11.03. Covenant Defeasance. Upon
the Company’s exercise under Section 11.01 of the option applicable to this Section 11.03 as to the outstanding Securities of all Series or any Series, subject to the satisfaction of the applicable conditions set forth in Section 11.04, the
Company shall be released from its respective obligations under Section 5.06 and any covenants which are made a part of the terms of the Securities of a Series in accordance with clause (xx) of the fifth paragraph of Section 3.01 (unless such a
covenant is expressly excluded from the release contemplated by this Section 11.03), in each case on and after the date the conditions set forth below are satisfied as to those Securities as to which that option is exercised (hereinafter,
“Covenant Defeasance”), and such Securities shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with
such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Securities shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means
that, with respect to the outstanding Securities of any Series as to which the Covenant Defeasance has occurred, 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
covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall
not constitute or give rise to a default or an Event of Default under Section 7.01(iii), but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby. In addition, upon the Company’s exercise
under Section 11.01 of the option applicable to this Section 11.03, subject to the satisfaction of the applicable conditions set forth in Section 11.04, Section 7.01(iii) shall not constitute Events of Default. 
  
 SECTION 11.04. Conditions to Legal or Covenant Defeasance. The
following shall be the conditions to the application of either Section 11.02 or 11.03 to the outstanding Securities of a Series: 
  
 In order to exercise either Legal Defeasance or Covenant Defeasance: 
  
 (1) the Company must irrevocably deposit or cause to be deposited with the Trustee, in trust, for the benefit of the Holders
of the Securities as to which Legal Defeasance or Covenant Defeasance will occur, moneys (which shall be United States legal tender except to the extent necessary to provide for the payment of any 
  

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 Series of Securities that is denominated in a currency other than Dollars, in which case such moneys shall include such
other currency) and Government Securities (or to the extent that a Series of Securities is denominated in a currency other than Dollars, equivalent securities issued by a government, governmental agency or central bank of a country in whose currency
the Series of Securities is denominated that are backed by the full faith and credit of the government of that country) or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent
public accountants, to pay the principal of, premium, if any, interest on such Securities on the Stated Maturity for payment thereof or on the redemption date of such principal or installment of principal of, premium, if any, or interest on such
Securities (and the Company must specify whether the Securities are being defeased to maturity or to a particular redemption date), and the Holders of such Securities must have a valid, perfected, exclusive security interest in such trust;

  
 (2) in the case of an election under Section 11.02, the
Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming 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 of Counsel shall confirm that, the Holders of such Securities will not
recognize income, gain or loss for Federal income tax purposes as a result of such Legal 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 Legal
Defeasance had not occurred; 
  
 (3) in the case of an election
under Section 11.03, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to such Trustee confirming that the Holders of such Securities 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; 

 
 (4) no Default or Event of Default shall have occurred and be continuing
on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); 
  
 (5) such Legal 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 or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 
  
 (6) the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to such Trustee confirming that,
after the 91st day following such deposit, the deposited funds will not be part of any “estate” formed by the bankruptcy of the Company or subject to the “automatic stay” under the Bankruptcy Code or, in the case of Covenant
Defeasance, will be subject to a first priority Lien in favor of the Trustee for the benefit of the Holders; 
  
 (7) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of
preferring the Holders of such Securities over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company, or others; and 
  
 (8) the Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that the conditions precedent provided for in such documents have been complied with. 
  
 If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the
Securities when due, then the obligations of the Company under this Indenture will be revived, no such defeasance shall be deemed to have occurred and, at the request of the Company, the Trustee will return to the Company the funds deposited by the
Company to effect the Covenant Defeasance. 
  
 SECTION 11.05.
Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 11.06, all moneys and Government Securities (and any foreign government securities) (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.05, the “Trustee”) pursuant to Section 11.04 in respect of outstanding Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as 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, premium, if any, and interest (and Additional Interest, if any), but such money need not be segregated from other funds except to the extent required by law. 
  

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 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the cash or Government Securities deposited pursuant to Section 11.04 or the principal and interest received in respect thereof, other than any such tax, fee or other charge which by law is for the account of the Holders of the
outstanding Securities. 
  
 Anything in this Article Eleven to the
contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or Government Securities held by it as provided in Section 11.04 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 11.04), are in excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance. 
  
 SECTION 11.06. Repayment to the Company. 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, premium, if any, or interest on any Security and remaining
unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its written request or (if then held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as a 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 the New York Times and The Wall Street Journal (national
edition), 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 notification or publication, any unclaimed balance of such money then remaining will be repaid to
the Company. 
  
 SECTION 11.07. Reinstatement. If the
Trustee or Paying Agent is unable to apply any moneys, Government Securities or other securities that have been deposited pursuant to Section 11.04 in accordance with Section 11.02 or 11.03, as the case may be, by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Securities as to which the option under Section 11.01 is exercised shall be
revived and reinstated as though no deposit had occurred pursuant to Section 11.04, until such time as the Trustee or Paying Agent is permitted to apply all such moneys, Government Securities or other securities in accordance with Section 11.02 or
11.03, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Security following the reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the moneys, Government Securities or other securities held by the Trustee or Paying Agent. 
  
 SECTION 11.08. Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities as provided in Sections 3.06 and 3.07 and in the Securities, all rights to receive payments thereof or thereon as provided in Sections 3.08 and 5.01 and otherwise in this Indenture and in the
Securities and any right to receive additional amounts as provided in Section 5.04), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture with respect to the Company, when: 
  
 (i) either 
  
 (a) all Securities
theretofore authenticated and delivered (other than (1) Securities that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.07, and (2) Securities for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 5.03) have been delivered to the Trustee for cancellation; or 
  
 (b) all such Securities not theretofore delivered to the
Trustee for cancellation 
  
 (1) have become due
and payable, or 
  

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 (2) will become due and payable at their Maturity within 60 days, or 
  
 (3) are to be called for redemption within 60 days 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 clause (b) (1), (2) or (3) above, has deposited or caused to be deposited with the Trustee, as trust funds in trust for
that purpose, an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal, premium, if any, and interest to the date of such deposit (in the case of
Securities that have become due and payable), or to the Maturity or Redemption Date, as the case may be; 
  
 (ii) the Company has paid or caused to be paid all other sums payable hereunder by it; and 
  
 (iii) no Default or Event of Default shall have occurred and
be continuing; and 
  
 (iv) the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 
  
 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 8.07 and, if money shall have been deposited with the Trustee pursuant to clause (i)(b) of this Section 11.08, the obligations of the Trustee under Section 11.02 and the last paragraph of Section 5.03 shall
survive. 
  
 SECTION 11.09. Application of Trust Money.
Subject to the provisions of the last paragraph of Section 5.03, all money deposited with the Trustee pursuant to Section 11.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent), as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 
  
 ARTICLE TWELVE 
  
 Immunity of Incorporators, Stockholders, Officers and Directors 
  
 SECTION 12.01. Exemption from Individual Liability. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any
Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or
through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely
corporate obligations of the Company, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors, as such, of the Company or of any successor corporation, or
any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom; and that any and all such
personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issuance of the Securities. 
  

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 ARTICLE THIRTEEN 
  
 Sinking Funds 
  
 SECTION 13.01. Applicability of Article. The provisions of this Article Thirteen shall be applicable to any sinking fund for the retirement of
Securities of a Series except as otherwise specified in the terms of that Series as established in accordance with Section 3.01. 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 13.02. 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 13.02.
Satisfaction of Sinking Fund Payments with Securities. The Company (i) may deliver Outstanding Securities of a Series (other than any previously called for redemption), and (ii) may apply as a credit Securities of a Series that have been
redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part
of any sinking fund payment with respect to 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 or calculated in accordance with such Securities for redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly. 
  
 SECTION 13.03.
Redemption of Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee and the Registrar an Officers’ Certificate specifying (i) the
amount of the next ensuing sinking fund payment for the Securities of that Series pursuant to the terms of the Securities of that Series, (ii) the portion thereof, if any, that is to be satisfied by payment of cash and the portion thereof, if any,
that is to be satisfied by delivering and crediting Securities of that Series pursuant to Section 13.02, and (iii) that none of such Securities has theretofore been so credited, and stating the basis for such credit, and will also deliver to the
Trustee any Securities to be so delivered. Not less than 30 days before each sinking fund payment date the Registrar shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 4.03 and cause
notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 4.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 4.06 and 4.07 and shall be subject to Section 4.08. 
  
 ARTICLE FOURTEEN 
  
 Meetings of Holders of Securities 
  
 SECTION
14.01. 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 Fourteen to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other Act provided by this Indenture to be made, given or taken by Holders of Securities of such Series. 
  
 SECTION 14.02. Call, Notice and Place of Meetings. (a) The Trustee may at any time call a meeting of Holders of Securities of any Series for any
purpose specified in Section 14.01, to be held at such time and at such place, in the Borough of Manhattan, The City of New York, 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 1.06, not less than 21 nor more than 180 days prior to the date fixed for the meeting. 

 
 (b) If at any time the Company, pursuant to a Board Resolution, or the
Holders of at least 10% in principal amount of the Outstanding Securities of any such Series shall have requested the Trustee to call a meeting of the Holders of Securities of such Series for any purpose specified in Section 14.01, by written
request setting 
  

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 forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall have made the first
publication 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 Borough of Manhattan, The City of New York for such meeting and may call such meeting for such purposes by giving notice thereof as provided in Section 14.02(a).

  
 SECTION 14.03. 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 (i) a Holder of one or more Outstanding Securities of such Series, or (ii) a Person 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 14.04. 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 a greater percentage in principal amount of the Outstanding Securities of a Series, the Persons entitled to vote such greater percentage in principal amount of the Outstanding Securities of such Series shall constitute a quorum. In the absence of
a quorum within 30 minutes of 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 the absence of a quorum 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 chairperson 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 14.02(a), 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 that shall constitute a quorum. 
  
 Except as limited by the provisos to Section 9.02, 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 the Series; provided, however, that, except as limited by the provisos to Section 9.02, any resolution with respect to any consent or waiver that this Indenture expressly provides may be given by
the Holders of a greater percentage 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 only by the affirmative vote of the
Holders of such greater percentage in principal amount of the Outstanding Securities of that Series; and provided further that, except as limited by the provisos to Section 9.02, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other Act that this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, that 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 that 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, whether or not present or represented at the meeting. 
  
 SECTION 14.05. Determination of Voting Rights; Conduct and Adjournment of
Meetings. 
  
 (i) 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

  

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 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 1.04, and the appointment of any proxy shall be proved in the manner specified in Section 1.04. 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 1.04 or other proof. 
  
 (ii) The Trustee shall, by an instrument in writing, appoint a temporary chairperson of the meeting, unless the meeting shall have been
called by the Company or by Holders of Securities as provided in Section 14.02(b), 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 chairperson. A
permanent chairperson 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. 
  
 (iii) At any meeting, each Holder of a Security of such
Series or proxy shall be entitled to one vote for each $1,000 principal amount (or the equivalent in any Foreign Currency) of Securities of such Series held or represented by him; provided, however, that no vote shall be cast or counted at any
meeting in respect of any Security challenged as not Outstanding and ruled by the chairperson of the meeting not to be Outstanding. The chairperson of the meeting shall have no right to vote, except as a Holder of a Security of such Series or a
proxy. 
  
 (iv) Any meeting of Holders of
Securities of any Series duly called pursuant to Section 14.02 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 14.06. 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
chairperson of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate
of all votes cast at the meeting. A record, with at least four copies thereof, 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 14.02 and, if applicable, Section 14.04. Each copy shall be signed and verified by the affidavits of the permanent chairperson 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 FIFTEEN 
  
 Miscellaneous 
  
 SECTION 15.01. Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original; which taken together shall constitute but one and the same instrument. 
  
 J.P. Morgan Trust Company, National Association hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions
hereinabove set forth. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. 
  

					
	{SEAL}	 	WAL-MART STORES, INC.
			
	Attest:	 	 	 	 
			
	 /s/ Anthony D. George

	 	By:	 	 /s/ Steven R. Zielske


	 	 	Name:	 	Steven R. Zielske
	 	 	Title:	 	Vice President
		
	{SEAL}	 	J.P. MORGAN TRUST COMPANY,
	 	 	NATIONAL ASSOCIATION, as Trustee
	Attest:	 	 	 	 
			
	 /s/ George N. Reaves

	 	By:	 	 /s/ Benita A. Vaughn


	 	 	Name:	 	Benita A. Vaughn
	 	 	Title:	 	Authorized Officer

  

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	STATE OF ARKANSAS	  	§	    	 	  	 
				
	 	  	§	    	ss.:	  	 
				
	COUNTY OF BENTON	  	§	    	 	  	 

  
 On July 19, 2005,
before me personally appeared Stephen Zielske, to me known, who, being by me duly sworn, did depose and say that he works at 702 S.W. Eighth St., Bentonville, Arkansas; that he is a Vice President of WAL-MART STORES, INC., one of the parties
described in and which executed the foregoing instrument; that he knows the corporate seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority. 
  

	
	 /s/ Sunshine Hester-Redmond


	 Sunshine Hester-Redmond, Notary Public



  
 {Notarial Seal} 
  

 49 









							
	STATE OF ILLINOIS	  	§	    	 	  	 
				
	 	  	§	    	ss.:	  	 
				
	COUNTY OF COOK	  	§	    	 	  	 

  
 On July 19, 2005,
before me personally appeared Benita A. Vaughn, to me known, who, being by me duly sworn, did depose and say that she works at 227 West Monroe Street, Suite 2600, Chicago, Illinois 60606 that she is an authorized officer of J.P. MORGAN TRUST
COMPANY, NATIONAL ASSOCIATION, one of the parties described in and which executed the foregoing instrument; that she knows the corporate seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that she signed her name thereto by like authority. 
  

	
	 /s/ Diane Mary Wuertz


	Notary Public


  
 {Notarial Seal} 
  

 50