EX-4.1





 Exhibit 4.1 

TRUST INDENTURE 
 LAKELAND
BANCORP, INC. 
 and 

U.S. BANK NATIONAL ASSOCIATION 

as Trustee 
 INDENTURE

 Dated as of September 15, 2021 

Providing for the Issuance of Debt Securities 












 CROSS-REFERENCE TABLE* 

 

			
	 Trust Indenture Act Section
	  	 Indenture Section

	310 (a)(1)	  	N.A.
	       (a)(2)	  	6.13
	       (a)(3)	  	6.13
	       (a)(4)	  	N.A.
	       (a)(5)	  	7.01
	       (b)	  	7.02
	       (c)	  	7.02
	311 (a)	  	7.03
	       (b)	  	7.03
	       (c)	  	7.03
	312 (a)	  	7.03
	       (b)	  	7.04; 1.02
	       (c)	  	1.02
	313 (a)	  	1.02
	       (b)(2)	  	N.A.
	       (c)	  	1.02
	       (d)	  	N.A.
	314 (a)	  	6.01
	       (c)(1)	  	6.02; 1.06
	       (c)(2)	  	6.01
	       (c)(3)	  	6.01
	       (e)	  	5.14
	       (f)	  	1.01
	315 (a)	  	5.12
	       (b)	  	5.02
	       (c)	  	N.A.
	       (d)	  	5.08
	       (e)	  	3.07
	316 (a)(last sentence)	  	5.03
	       (a)(1)(A)	  	5.04
	       (a)(1)(B)	  	4.06
	       (a)(2)	  	1.07
	       (b)	  	N.A.
	       (c)	  	1.07

  
 N.A. means
not applicable. 
  

	*	 This Cross-Reference Table is not part of the Indenture. 














 TABLE OF CONTENTS 

 

							
	 ARTICLE I GENERAL APPLICATION
	  	 	1	 
	 Section 1.01
	 	 Definitions
	  	 	1	 
			
	 Section 1.02
	 	 Officers’ Certificates and Opinions
	  	 	6	 
			
	 Section 1.03
	 	 Form of Documents Delivered to Trustee
	  	 	6	 
			
	 Section 1.04
	 	 Acts of Securityholders
	  	 	6	 
			
	 Section 1.05
	 	 Notices, etc., to Trustee and Company
	  	 	7	 
			
	 Section 1.06
	 	 Notice To Securityholders; Waiver
	  	 	7	 
			
	 Section 1.07
	 	 Conflict with Trust Indenture Act
	  	 	8	 
			
	 Section 1.08
	 	 Effect of Headings and Table of Contents
	  	 	8	 
			
	 Section 1.09
	 	 Successors and Assigns
	  	 	8	 
			
	 Section 1.10
	 	 Separability Clause
	  	 	8	 
			
	 Section 1.11
	 	 Benefits of Indenture
	  	 	8	 
			
	 Section 1.12
	 	 Governing Law
	  	 	8	 
			
	 Section 1.13
	 	 Counterparts
	  	 	8	 
			
	 Section 1.14
	 	 Judgment Currency
	  	 	8	 
			
	 Section 1.15
	 	 Legal Holidays
	  	 	9	 
		
	 ARTICLE II - SECURITY FORMS
	  	 	9	 
	 Section 2.01
	 	 Forms Generally
	  	 	9	 
			
	 Section 2.02
	 	 Forms of Securities
	  	 	9	 
			
	 Section 2.03
	 	 Securities in Global Form
	  	 	9	 
			
	 Section 2.04
	 	 Form of Trustee’s Certificate of Authentication
	  	 	9	 
		
	 ARTICLE III - THE SECURITIES
	  	 	10	 
	 Section 3.01
	 	 General Title; General Limitations; Issuable in Series; Terms of Particular Series
	  	 	10	 
			
	 Section 3.02
	 	 Denominations and Currency
	  	 	12	 
			
	 Section 3.03
	 	 Execution, Authentication and Delivery, and Dating
	  	 	12	 
			
	 Section 3.04
	 	 Temporary Securities
	  	 	13	 
			
	 Section 3.05
	 	 Registration, Transfer and Exchange
	  	 	14	 
			
	 Section 3.06
	 	 Mutilated, Destroyed, Lost and Stolen Securities
	  	 	16	 
			
	 Section 3.07
	 	 Payment of Interest; Interest Rights Preserved
	  	 	16	 
			
	 Section 3.08
	 	 Persons Deemed Owners
	  	 	17	 
			
	 Section 3.09
	 	 Cancellation
	  	 	17	 
			
	 Section 3.10
	 	 Computation of Interest
	  	 	17	 














							
	 ARTICLE IV - SATISFACTION AND DISCHARGE
	  	 	17	 
	 Section 4.01
	 	 Satisfaction and Discharge of Indenture
	  	 	17	 
			
	 Section 4.02
	 	 Discharge and Defeasance
	  	 	18	 
			
	 Section 4.03
	 	 Covenant Defeasance
	  	 	19	 
			
	 Section 4.04
	 	 Conditions To Defeasance Or Covenant Defeasance
	  	 	19	 
			
	 Section 4.05
	 	 Application of Trust Money; Excess Funds
	  	 	20	 
			
	 Section 4.06
	 	 Paying Agent to Repay Moneys Held
	  	 	20	 
			
	 Section 4.07
	 	 Return of Unclaimed Amounts
	  	 	21	 
		
	 ARTICLE V - REMEDIES
	  	 	21	 
	 Section 5.01
	 	 Events of Default
	  	 	21	 
			
	 Section 5.02
	 	 Acceleration of Maturity; Rescission, and Annulment
	  	 	22	 
			
	 Section 5.03
	 	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	 	22	 
			
	 Section 5.04
	 	 Trustee May File Proofs of Claim
	  	 	23	 
			
	 Section 5.05
	 	 Trustee May Enforce Claims Without Possession of Securities
	  	 	23	 
			
	 Section 5.06
	 	 Application of Money Collected
	  	 	23	 
			
	 Section 5.07
	 	 Limitation on Suits
	  	 	24	 
			
	 Section 5.08
	 	 Unconditional Right of Securityholders to Receive Principal, Premium, and Interest
	  	 	24	 
			
	 Section 5.09
	 	 Restoration of Rights and Remedies
	  	 	24	 
			
	 Section 5.10
	 	 Rights and Remedies Cumulative
	  	 	24	 
			
	 Section 5.11
	 	 Delay or Omission Not Waiver
	  	 	24	 
			
	 Section 5.12
	 	 Control by Securityholders
	  	 	25	 
			
	 Section 5.13
	 	 Waiver of Past Defaults
	  	 	25	 
			
	 Section 5.14
	 	 Undertaking for Costs
	  	 	25	 
			
	 Section 5.15
	 	 Waiver of Stay or Extension Laws
	  	 	25	 
		
	 ARTICLE VI - THE TRUSTEE
	  	 	26	 
	 Section 6.01
	 	 Certain Duties and Responsibilities of Trustee
	  	 	26	 
			
	 Section 6.02
	 	 Notice of Defaults
	  	 	26	 
			
	 Section 6.03
	 	 Certain Rights of Trustee
	  	 	26	 
			
	 Section 6.04
	 	 Not Responsible for Recitals or Issuance of Securities
	  	 	28	 
			
	 Section 6.05
	 	 May Hold Securities
	  	 	28	 
			
	 Section 6.06
	 	 Money Held in Trust
	  	 	28	 
			
	 Section 6.07
	 	 Compensation and Reimbursement
	  	 	28	 














							
	 Section 6.08
	 	 Disqualification; Conflicting Interests
	  	 	29	 
			
	 Section 6.09
	 	 Corporate Trustee Required; Eligibility
	  	 	29	 
			
	 Section 6.10
	 	 Resignation and Removal; Appointment of Successor
	  	 	29	 
			
	 Section 6.11
	 	 Acceptance of Appointment by Successor
	  	 	30	 
			
	 Section 6.12
	 	 Merger, Conversion, Consolidation or Succession to Business
	  	 	31	 
			
	 Section 6.13
	 	 Preferential Collection of Claims Against Company
	  	 	31	 
			
	 Section 6.14
	 	 Appointment of Authenticating Agent
	  	 	31	 
		
	 ARTICLE VII - SECURITYHOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	  	 	32	 
	 Section 7.01
	 	 Company to Furnish Trustee Names and Addresses of Securityholders
	  	 	32	 
			
	 Section 7.02
	 	 Preservation of Information; Communications to Securityholders
	  	 	32	 
			
	 Section 7.03
	 	 Reports by Trustee
	  	 	33	 
			
	 Section 7.04
	 	 Reports by Company. The Company will:
	  	 	33	 
		
	 ARTICLE VIII - CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
	  	 	33	 
	 Section 8.01
	 	 Company May Consolidate, etc., Only on Certain Terms
	  	 	33	 
			
	 Section 8.02
	 	 Successor Corporation Substituted
	  	 	34	 
		
	 ARTICLE IX - SUPPLEMENTAL INDENTURES
	  	 	34	 
	 Section 9.01
	 	 Supplemental Indentures Without Consent of Securityholders
	  	 	34	 
			
	 Section 9.02
	 	 Supplemental Indentures With Consent of Securityholders
	  	 	35	 
			
	 Section 9.03
	 	 Execution of Supplemental Indentures
	  	 	36	 
			
	 Section 9.04
	 	 Effect of Supplemental Indentures
	  	 	36	 
			
	 Section 9.05
	 	 Conformity With Trust Indenture Act
	  	 	36	 
			
	 Section 9.06
	 	 Reference in Securities to Supplemental Indentures
	  	 	36	 
		
	 ARTICLE X - COVENANTS
	  	 	36	 
	 Section 10.01
	 	 Payment of Principal, Premium and Interest
	  	 	36	 
			
	 Section 10.02
	 	 Maintenance of Office or Agency
	  	 	37	 
			
	 Section 10.03
	 	 Money or Security Payments to Be Held in Trust
	  	 	37	 
			
	 Section 10.04
	 	 Certificate to Trustee
	  	 	37	 
			
	 Section 10.05
	 	 Corporate Existence
	  	 	37	 
		
	 ARTICLE XI - REDEMPTION OF SECURITIES
	  	 	38	 
	 Section 11.01
	 	 Applicability of Article
	  	 	38	 
			
	 Section 11.02
	 	 Election to Redeem; Notice to Trustee
	  	 	38	 
			
	 Section 11.03
	 	 Selection by Trustee of Securities to be Redeemed
	  	 	38	 
			
	 Section 11.04
	 	 Notice of Redemption
	  	 	38	 
			
	 Section 11.05
	 	 Deposit of Redemption Price
	  	 	39	 














							
	 Section 11.06
	 	 Securities Payable on Redemption Date
	  	 	39	 
			
	 Section 11.07
	 	 Securities Redeemed in Part
	  	 	39	 
			
	 Section 11.08
	 	 Provisions with Respect to any Sinking Funds
	  	 	39	 
		
	 ARTICLE XII - REPAYMENT AT OPTION OF HOLDERS
	  	 	40	 
	 Section 12.01
	 	 Applicability of Article
	  	 	40	 
			
	 Section 12.02
	 	 Repayment of Securities
	  	 	40	 
			
	 Section 12.03
	 	 Exercise of Option
	  	 	40	 
			
	 Section 12.04
	 	 When Securities Presented for Repayment Become Due and Payable
	  	 	41	 
			
	 Section 12.05
	 	 Securities Repaid in Part
	  	 	41	 













 THIS INDENTURE, between Lakeland Bancorp, Inc., a New Jersey corporation (hereinafter called
the “Company”), having its principal office at 250 Oak Ridge Road, Oak Ridge, New Jersey 07438, and U.S. Bank National Association, a banking association duly organized and existing under the laws of the United States, as trustee
(hereinafter called the “Trustee”), is made and entered into as of this 15th day of September, 2021. 

Recitals of the Company 

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of its unsecured debentures, notes,
bonds, and other evidence of indebtedness, to be issued in one or more fully registered series. 
 All things necessary to make this
Indenture a valid agreement of the Company, in accordance with its terms, have been done. 
 Agreements of the Parties 

To set forth or to provide for the establishment of the terms and conditions upon which the Securities (as hereinafter defined) are and are to
be authenticated, issued, and delivered, and in consideration of the premises thereof, and the purchase of Securities by the Holders (as hereinafter defined) thereof, it is mutually covenanted and agreed as follows, for the equal and proportionate
benefit of all Holders from time to time of the Securities or of any series thereof, as the case may be: 
 ARTICLE I GENERAL APPLICATION

 Section 1.01 Definitions. 

For all purposes of this Indenture and of any indenture supplemental hereto, except as otherwise expressly provided or unless the context
otherwise requires: 
 (a)    the terms defined in this Article have the meanings assigned to them in this Article, and
include the plural as well as the singular; 
 (b)    all other terms used herein which are defined in the Trust
Indenture Act (as hereinafter defined), either directly or by reference therein, have the meanings assigned to them therein; 

(c)    all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as
are generally accepted in the United States of America at the date of such computation; 
 (d)    all references in this
instrument to designated “Articles”, “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this instrument as originally executed. 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; and 

(e)    the following terms will have the meanings set forth below: 

“Act”, when used with respect to any Securityholder (as hereinafter defined), has the meaning specified in Section 1.04.

 “Affiliate” of any specified Person (as hereinafter defined) means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 












 “Authenticating Agent” means any Person authorized by the
Trustee to authenticate Securities of one or more series under Section 6.14. 
 “Authentication Order”
has the meaning specified in Section 3.03. 
 “Board of Directors” means (i) the board of directors of the
Company, (ii) any duly authorized committee of that board, or (iii) any officer, director, or authorized representative of the Company, in each case duly authorized by such Board to act hereunder. 

“Board Resolution” means a copy of a resolution certified by the secretary or an assistant secretary of the Company to have
been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 

“Capital Stock” means, with respect to any Person, any capital stock (including preferred stock), shares, interests,
participations or other ownership interests (however designated) of such Person and any rights (other than debt securities convertible or exchangeable for corporate stock), warrants or options to purchase any thereof. 

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities
Exchange Act of 1934, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date. 

“Company” means Lakeland Bancorp, Inc., a New Jersey corporation, unless and until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation. 

“Company Request”, “Company Order”, and “Company Consent” mean,
respectively, a written request, order, or consent signed in the name of the Company by the chairman of the Board of Directors, the chief executive officer, the chief financial officer, the treasurer, the controller, or by any other officer or
officers of the Company pursuant to an applicable Board Resolution, and delivered to the Trustee. 
 “Corporate Trust
Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at 333 Thornall Street, 4th Floor, Edison, New Jersey 08837. 
 “Corporation” means a
corporation, association, company, joint-stock company, limited liability company or business trust. 
 “Covenant
Defeasance” has the meaning specified in Section 4.03. 
 “Defaulted Interest” has the
meaning specified in Section 3.07. 
 “Defeasance” has the meaning specified in Section 4.02. 

“Depositary” means with respect to the Securities of any series issuable or issued in whole or in part in
global form, the Person designated as Depositary by the Company pursuant to Section 3.01, unless and until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter
“Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any such series shall mean the
“Depositary” with respect to the Securities of that series. 
 “Equivalent Government Securities”
means, in relation to Securities denominated in a currency other than U.S. dollars, securities of the government that issued the currency in which such Securities are denominated or securities of government agencies backed by the full faith and
credit of such government. 
 “Event of Default” has the meaning specified in Article 5. 

  
 2 













 “Holder”, “Securityholder” and
“Holder of Securities” means a Person in whose name a Security is registered in the Security Register (as hereinafter defined). 

“Indebtedness” with respect to any Person means (1) any liability of such Person (a) for borrowed
money, or (b) evidenced by a bond, note, debenture or similar instrument (including purchase money obligations but excluding Trade Payables), or (c) for the payment of money relating to a lease that is required to be classified as a
capitalized lease obligation in accordance with generally accepted accounting principles; (2) mandatorily redeemable preferred or preference stock of a Subsidiary held by Persons other than the Company or a Subsidiary; (3) any liability of
others described in the preceding clause (1) that such Person has guaranteed, that is recourse to such Person or that is otherwise such Person’s legal liability; and (4) any amendment, supplement, modification, deferral, renewal,
extension or refunding of any liability of the types referred to in clauses (1), (2) and (3) above. 

“Indenture” or “this Indenture” means this instrument as originally executed or
as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of any particular series of Securities established as
contemplated by Section 3.01. 
 “Interest Payment Date”, when used with respect to any series of Securities, means
any date on which an installment of interest on those Securities is scheduled to be paid. 
 “Maturity”, when
used with respect to any Security, means the date on which the principal amount outstanding under such Security or an installment of principal amount outstanding under such Security becomes due and payable, as therein or herein provided, whether on
the Scheduled Maturity Date (as hereinafter defined), by declaration of acceleration, call for redemption, or otherwise. 

“New York Business Day” means (except, with respect to any particular series of Securities, as may be otherwise
provided in the form of such Securities) any day other than a Saturday or Sunday that is neither a legal holiday nor a day on which banking institutions in the State of New York are authorized or required by law, regulation, or executive order to be
closed. 
 “Officers’ Certificate” means a certificate signed by any two of the
chairman of the Board of Directors, the chief executive officer, the president, any vice president, the treasurer or by any other officer or officers of the Company pursuant to an applicable Board Resolution, and delivered to the Trustee. 

“Opinion of Counsel” means a written opinion of counsel to the Company, which counsel may be an employee of the
Company or other counsel who shall be reasonably acceptable to the Trustee. 
 “Original Issue Discount
Security” means any Security which is initially sold at a discount from the principal amount thereof and the terms of which provide that upon redemption or acceleration of the Maturity thereof, an amount less than the principal
amount thereof would become due and payable. 
 “Outstanding”, when used with respect to any particular
Securities or to the Securities of any particular series means, as of the date of determination, all such Securities theretofore authenticated and delivered under this Indenture, except: 

(a)    such Securities theretofore canceled by the Trustee or delivered by the Company to the Trustee for cancellation;

 (b)    such Securities, or portions thereof, for whose payment or redemption money in the necessary amount has been
theretofore deposited in trust with the Trustee or with any Paying Agent (as hereinafter defined) other than the Company, or, if the Company shall act as its own Paying Agent, has been set aside and segregated in trust by the Company; provided, in
any case, that if such Securities are to be redeemed prior to their Scheduled Maturity Date, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and 

(c)    such Securities in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant
to this Indenture, or which shall have been paid, in each case, pursuant to the terms of Section 3.06 (except with respect to any such Security as to which proof satisfactory to the Trustee is presented that such Security is held by a Person in
whose hands such Security is a legal, valid, and binding obligation of the Company). 

  
 3 













 In determining whether the Holders of the requisite principal amount of Securities
Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of any Original Issue Discount Security that shall be deemed to be Outstanding 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. In determining whether the Holders of the requisite principal amount of Securities Outstanding have given a
direction concerning the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or concerning the exercise of any trust or power conferred upon the Trustee under this Indenture, or concerning a consent on
behalf of the Holders of any series of Securities to the waiver of any past default and its consequences, Securities owned by the Company, 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. In determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Securities which a Responsible Officer assigned
to the corporate trust department of the Trustee knows to be owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act as owner with respect to such Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor. 
 “Paying Agent” means, with respect to
any Securities, any Person appointed by the Company to distribute amounts payable by the Company on such Securities. If at any time there shall be more than one such Person, “Paying Agent” as used with respect to the Securities of any
particular series shall mean the Paying Agent with respect to Securities of that series. 
 “Person” means
any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government, or any agency or political subdivision thereof. 

“Place of Payment” means with respect to any series of Securities issued hereunder the city or political
subdivision so designated with respect to the series of Securities in question in accordance with the provisions of Section 3.01. 

“Predecessor Securities” of any particular Security means every previous Security evidencing all or a portion
of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in lieu of a lost, destroyed, mutilated, or stolen Security shall be deemed to
evidence the same debt as the lost, destroyed, mutilated, or stolen Security. 
 “Record Date” means any date
as of which the Holder of a Security will be determined for any purpose described herein, such determination to be made as of the close of business on such date by reference to the Security Register. 

“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or
pursuant to this Indenture. 
 “Redemption Price”, when used with respect to any Security to be redeemed, means the price
specified in the Security at which it is to be redeemed pursuant to this Indenture. 
 “Repayment Date”, when used with
respect to any Security to be repaid, means the date fixed for such repayment pursuant to such Security. 
 “Repayment
Price”, when used with respect to any Security to be repaid, means the price at which it is to be repaid pursuant to such Security. 

“Responsible Officer”, when used with respect to the Trustee, shall mean an officer or assistant officer of the
Trustee in the Corporate Trust Office, having direct responsibility for the administration of this Indenture, and also, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such
officer’s knowledge of and familiarity with the particular subject. 

  
 4 













 “Scheduled Maturity Date”, when used with respect to any Security, means
the date specified in such Security as the date on which all outstanding principal and interest will be due and payable. 

“Security” or “Securities” means any note or notes, bond or bonds, debenture
or debentures, or any other evidence of indebtedness, as the case may be, of any series authenticated and delivered from time to time under this Indenture. 

“Security Register” shall have the meaning specified in Section 3.05. 

“Security Registrar” means the Person who maintains the Security Register, which Person shall be the Trustee
unless and until a successor Security Registrar is appointed by the Company. 
 “Senior Indebtedness” means
all obligations or indebtedness of, or guaranteed or assumed by, the Company, whether or not represented by bonds, debentures, notes or similar instruments, for borrowed money, and any amendments, renewals, extensions, modifications and refundings
of any such obligations or indebtedness, unless in the instrument creating or evidencing any such indebtedness or obligations or pursuant to which the same is outstanding it is specifically stated, at or prior to the time the Company becomes liable
in respect thereof, that any such obligation or indebtedness or such amendment, renewal, extension, modification and refunding thereof is not Senior Indebtedness. 

“Significant Subsidiary” means each Subsidiary which is a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X, as amended or modified and in effect from time to time. 

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to
Section 3.07. 
 “Specified Currency” has the meaning specified in Section 3.01. 

“Subsidiary” means any corporation, partnership, or other entity of which at the time of determination the
Company owns or controls directly or indirectly more than 50% of the shares of voting stock or equivalent interest. 
 “Trade
Payables” means accounts payable or any other Indebtedness or monetary obligations to trade creditors created or assumed in the ordinary course of business in connection with the obtaining of materials, finished products, inventory
or services. 
 “Trust Indenture Act” or “TIA” means the Trust Indenture Act
of 1939, as in force as of the date hereof, except as provided in Section 9.05. 
 “Trustee” means the
party named as such above until a successor becomes such pursuant to this Indenture and thereafter means or includes each party who is then a trustee hereunder, and if at any time there is more than one such party, “Trustee” as used with
respect to the Securities of any series means the Trustee with respect to Securities of that series. If Trustees with respect to different series of Securities are trustees under this Indenture, nothing herein shall constitute the Trustees co-trustees of the same trust, and each Trustee shall be the trustee of a trust separate and apart from any trust administered by any other Trustee with respect to a different series of
Securities. 
 “U.S. Government Obligations” means (i) securities that are direct obligations of the
United States of America, the payment of which is unconditionally guaranteed by the full faith and credit of the United States of America, and (ii) securities that are obligations of a Person controlled or supervised by and acting as an agency
or instrumentality of the United States of America, the payment of which is unconditionally guaranteed by the full faith and credit of the United States of America, and also includes depository receipts issued by a bank or trust company as custodian
with respect to any of the securities described in the preceding clauses (i) and (ii), and any payment of interest or principal payable under any of the securities described in the preceding clauses (i) and (ii) that is held by such
custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt, or from any amount
received by the custodian in respect of such securities, or from any specific payment of interest or principal payable under the securities evidenced by such depository receipt. 

  
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 “Voting Stock”, as applied to the stock of any corporation, means stock of
any class or classes (however designated), the outstanding shares of which have, by the terms thereof, ordinary voting power to elect a majority of the members of the board of directors (or other governing body) of such corporation, other than stock
having such power only by reason of the happening of a contingency. 
 Section 1.02 Officers’ Certificates
and Opinions. Every Officers’ Certificate, Opinion of Counsel, and other certificate or opinion to be delivered to the Trustee under this Indenture with respect to any action to be taken by the Trustee (except for the Officers’
Certificate required by Section 10.04) shall include the following:
 (a)    a statement that each individual
signing such certificate or opinion has read all covenants and conditions of this Indenture relating to such proposed action, including the definitions herein relating thereto; 

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

(d)    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. In any case where several mattes 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 an 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 such other Persons as to the other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, legal counsel, unless such officer knows that any such certificate, opinion, or representation is erroneous. Any opinion of counsel for the Company 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, unless such counsel knows that any such certificate, opinion, or representation is erroneous. 

Where any Person is required to make, give, or execute two or more applications, requests, consents, certificates, statements, opinions, or
other instruments under this Indenture, such instruments may, but need not, be consolidated and form a single instrument. 

Section 1.04 Acts of Securityholders. 

(a)    Any request, demand, authorization, direction, notice, consent, waiver, or other action provided by this Indenture
to be given or taken by Securityholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders in person or by an agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and (if expressly required by the applicable terms of this Indenture) to the Company. If any Securities are denominated in coin
or currency other than that of the United States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein described, the principal amount of such Securities shall be
deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the spot rate of exchange into United States dollars for the currency in which such Securities are denominated (as evidenced to the
Trustee by a certificate provided by a financial institution, selected by the Company, that maintains an active trade in the currency in question, acting as conversion agent) as of the date the taking of such action by the Holders of such requisite
principal amount is evidenced to the Trustee as provided in the immediately preceding sentence. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Securityholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to
Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. 

  
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 (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 to 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 an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute
sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 

(c)    The ownership of Securities shall for all purposes be determined by reference to the Security Register, as such
register shall exist as of the applicable date. 
 (d)    If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, by Board Resolution, fix in advance a Record Date for the determination of Holders entitled to give such request, demand, authorization,
direction, notice, consent, waiver, or other action, but the Company shall have no obligation to do so. If such Record Date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or
after such Record Date, but only the Holders of record at the close of business on such Record Date shall be deemed to be Holders for the purpose of determining whether Holders of the requisite proportion of Securities Outstanding have authorized or
agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Securities Outstanding shall be computed as of such Record Date; provided that no such authorization, agreement
or consent by the Holders on such Record Date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after such Record Date. 

(e)    Any request, demand, authorization, direction, notice, consent, waiver, or other action by the Holder of any
Security shall bind each subsequent Holder of such Security, and each Holder of any Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, with respect to anything done or suffered to be done by the
Trustee or the Company in reliance upon such action, whether or not notation of such action is made upon such Security. 
 Section 1.05
Notices, etc., to Trustee and Company. Any request, order, authorization, direction, consent, waiver, or other action to be taken by the Trustee, the Company, or the Securityholders hereunder (including any Authentication Order), and any
notice to be given to the Trustee or the Company with respect to any action taken or to be taken by the Trustee, the Company, or the Securityholders hereunder, shall be sufficient if made in writing and 

(a)    (if to be furnished or delivered to or filed with the Trustee by the Company or any Securityholder) delivered to
the Trustee at its Corporate Trust Office, or 
 (b)    (if to be furnished or delivered to the Company by the Trustee
or any Securityholder, and except as otherwise provided in Section 5.01(d) and, in the case of a request for repayment, except as specified in the Security carrying the right to repayment) mailed to the Company, first-class postage prepaid, at
its principal office (as specified in the first paragraph of this instrument), Attention: Chief Financial Officer, or at any other address hereafter furnished in writing by the Company to the Trustee. 

Section 1.06 Notice To Securityholders; Waiver. Where this Indenture or any Security provides for notice to Securityholders of any
event, such notice shall be sufficiently given (unless otherwise expressly provided herein or in such Security) if in writing and mailed, first-class postage prepaid, to each Securityholder affected by such event, at his or her address as it appears
in the Security Register as of the applicable Record Date, not later than the latest date or earlier than the earliest date prescribed by this Indenture or such Security for the giving of such notice. In any case where notice to Securityholders is
given by mail, neither the failure to mail such notice nor any defect in in any notice so mailed to any particular Securityholder shall affect the sufficiency of such notice with respect to 

  
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other Securityholders. Where this Indenture or any Security provides for notice in any matter, 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 Securityholders 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. 
 In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or otherwise, it shall
be impractical to mail notice of any event to any Securityholder when such notice is required to be given pursuant to any provision of this Indenture or the applicable Security, then any method of notification as shall be satisfactory to the Trustee
and the Company shall be deemed to be sufficient for the giving of such notice. 
 Section 1.07 Conflict with Trust Indenture
Act. If any provision hereof limits, qualifies, or conflicts with another provision hereof which is required to be included in this Indenture by any of the provisions of the TIA, such required provision shall control. 

Section 1.08 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents
hereof are for convenience only and shall not affect the construction of any provision of this Indenture. 

Section 1.09 Successors and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors
and assigns, whether so expressed or not. 
 Section 1.10 Separability Clause. In case any provision in this Indenture or
in the Securities shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 1.11 Benefits of Indenture. Nothing in this Indenture or in any Securities, express or implied, shall give to any
Person, other than the parties hereto, their successors hereunder, the Authenticating Agent, the Security Registrar, any Paying Agent, and the Holders of Securities (or such of them as may be affected thereby), any benefit or any legal or equitable
right, remedy or claim under this Indenture. 
 Section 1.12 Governing Law. This Indenture shall be governed by and
construed in accordance with the laws of the State of New York. 
 Section 1.13 Counterparts. This instrument may be
executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which shall together constitute but one and the same instrument. 

Section 1.14 Judgment Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable law,
that (a) if for the purpose of obtaining judgment in any court with respect to the Securities of any series it is necessary to convert the sum due in respect of the principal, premium, if any, or interest, if any, payable with respect to such
Securities into a currency in which a judgment can be rendered (the “Judgment Currency”), the rate of exchange from the currency in which payments under such Securities is payable (the “Required
Currency”) into the Judgment Currency shall be the highest bid quotation (assuming European-style quotation i.e., Required Currency per Judgment Currency) received by the Company from three recognized foreign exchange dealers
in the City of New York for the purchase of the aggregate amount of the judgment (as denominated in the Judgment Currency) on the New York Business Day preceding the date on which a final unappealable judgment is rendered, for settlement on such
payment date, and at which the applicable dealer timely commits to execute a contract, and (b) the Company’s obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any
tender, or by any recovery pursuant to any judgment (whether or not entered in accordance with the preceding clause (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual
receipt by the judgment creditor of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the
Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable, and (iii) shall not be affected by judgment being obtained for any other sum due under
this Indenture. 

  
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 Section 1.15 Legal Holidays. In any case where any Interest Payment Date,
Redemption Date, Repayment Date or Maturity of any Security shall not be a New York Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest or principal (and
premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date, Repayment
Date or at Maturity, provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, Repayment Date or Maturity, as the case may be. 

ARTICLE II - SECURITY FORMS 

Section 2.01 Forms Generally. The Securities of each series shall have such appropriate insertions, omissions, substitutions,
and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be required to comply with the rules of any securities
exchange, or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Security. 
 The definitive Securities, if any, shall be printed, lithographed, or engraved
or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange, all as determined by the officers executing such Securities, as evidenced by their
execution of such Securities. 
 Section 2.02 Forms of Securities. Each Security shall be in one of the forms approved from
time to time by or pursuant to any Board Resolution, or established in one or more indentures supplemental hereto. Prior to the delivery to the Trustee for authentication of any Security in any form approved by or pursuant to a Board Resolution, the
Company shall deliver to the Trustee a copy of such Board Resolution, together with a true and correct copy of the form of Security which has been approved thereby, or, if a Board Resolution authorizes a specific officer or officers to approve a
form of Security, together with a certificate of such officer or officers approving the form of Security attached thereto, provided, however, that with respect to all Securities issued pursuant to the same Board Resolution,
the required copy of such Board Resolution, together with the appropriate attachment, need be delivered only once. Any form of Security approved by or pursuant to a Board Resolution must be acceptable as to form to the Trustee, such acceptance to be
evidenced by the Trustee’s authentication of Securities in that form or by a certificate signed by a Responsible Officer of the Trustee and delivered to the Company. 

Section 2.03 Securities in Global Form. If Securities of a series are issuable in whole or in part in global form, the global
security representing such Securities may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby
may from time to time be reduced to reflect exchanges or increased to reflect the issuance of additional Securities. Any endorsement of a Security in global form to reflect the amount (or any increase or decrease in the amount) of Outstanding
Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Authentication Order delivered to the Trustee pursuant to Section 3.03 hereof. 

Section 2.04 Form of Trustee’s Certificate of Authentication. The form of Trustee’s Certificate of Authentication
for any Security issued pursuant to this Indenture shall be substantially as follows: 
 TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

 

			
		 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	
                     
                   

		 	Authorized Officer:


  
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 ARTICLE III - THE SECURITIES 

Section 3.01 General Title; General Limitations; Issuable in Series; Terms of Particular Series. 

(a)    The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under
this Indenture is not limited. 
 (b)    The Securities may be issued in one or more series in such aggregate principal
amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or
distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof. 

(c)    Each series of Securities shall be created either by or pursuant to one or more Board Resolutions, by an
Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by
such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable): 

(1)    the title of such series; 

(2)    the limit, if any, upon the aggregate principal amount or issue price of the Securities of such
series; 
 (3)    the issue date or issue dates of the Securities of such series; 

(4)    the Scheduled Maturity Date of the Securities of such series; 

(5)    the place or places where the principal, premium, if any, interest, if any, and additional amounts,
if any, payable with respect to the Securities of such series shall be payable; 
 (6)    whether the
Securities of such series will be issued at par or at a premium over or a discount from their face amount; 

(7)    the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear
interest, if any, and, if applicable, the method by which such rate or rates may be determined; 

(8)    the date or dates (or the method by which such date or dates may be determined) from which interest,
if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable; 

(9)    the rights, if any, to defer payments of interest on the Securities by extending the interest
payment periods and the duration of such extension; 
 (10)    the period or periods within which, the
Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company; 

(11)    the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such
series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices
at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation; 

(12)    the issuance of the Securities of such series in whole or in part in global form and, if so, the
identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented
thereby (if other than as provided in Section 3.05); 
 (13)    whether such securities are
subordinated securities and if so, the provisions for such subordination; 
 (14)    the denominations in
which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof; 

(15)    whether and under what circumstances additional amounts with respect to the Securities of such
series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts; 

  
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 (16)    the basis upon which interest shall be
calculated; 
 (17)    if the Securities of such series are to be issuable in definitive form (whether
upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such
certificates, documents, and/or conditions; 
 (18)    the exchange or conversion of the Securities of
that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or
securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company; 

(19)    if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a
“Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities
shall or may be payable; 
 (20)    if the principal, premium, if any, interest, if any, or additional
amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or
periods within which, and the terms and conditions upon which, such election may be made; 
 (21)    if
the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities,
securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined; 

(22)    the exchange of Securities of such series, at the option of the Holders thereof, for other
Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both; 

(23)    the appointment by the Trustee of an Authenticating Agent in one or more places other than the
Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series; 

(24)    any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents,
registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein; 

(25)    the portion of the principal amount of Securities of such series, if other than the principal
amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04; 

(26)    any Event of Default with respect to the Securities of such series, if not set forth herein, or any
modification of any Event of Default set forth herein with respect to such series; 
 (27)    any
covenant solely for the benefit of the Securities of such series; 
 (28)    the inapplicability of
Section 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and 

(29)    any other terms of the securities of such series (which terms shall not be inconsistent with the
provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). 
 If
all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of
issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. 

  
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 If any series of Securities shall be established by action taken pursuant to any Board
Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such
Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such
series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of
the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. 

Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series (i) a series may be
reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount
of the first interest payment. 
 The form of the Securities of each series shall be established in a supplemental indenture or by or
pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may
determine. 
 Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable
in registered form, without coupons. 
 Section 3.02 Denominations and Currency. The Securities of each series shall be
issuable in such denominations and currency as shall be provided in the provisions of this Indenture or by or pursuant to the Board Resolution or supplemental indenture creating such series. In the absence of any such provisions with respect to the
Securities of any series, the Securities of that series shall be issuable only in fully registered form in denominations of U.S. $1,000 and any integral multiple thereof. 

Section 3.03 Execution, Authentication and Delivery, and Dating. The Securities shall be executed on behalf of the Company by the
president, any vice president, the treasurer, or any assistant treasurer and attested by the secretary or any one of its assistant secretaries, under its corporate seal. The signature of any of these officers on the Securities may be manual or
facsimile. The seal of the Company, if set forth thereon, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted, or otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such
reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. 

Unless otherwise provided in the form of Security for any series, all Securities shall be dated the date of their authentication. 

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the
Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities to the Trustee for
authentication, together with a Company Order for authentication and delivery (such Order an “Authentication Order”) with respect to such Securities, and the Trustee shall, upon receipt of such Authentication Order, in accordance
with procedures acceptable to the Trustee set forth in the Authentication Order, and subject to the provisions hereof, authenticate and deliver such Securities to such recipients as may be specified from time to time pursuant to such Authentication
Order. The material terms of such Securities shall be determinable by reference to such Authentication Order and procedures. If provided for in such procedures, such Authentication Order may authorize authentication and delivery of such Securities
pursuant to oral instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. In 

  
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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 the
provisions of Section 6.01 hereof) shall be fully protected in relying upon: 
 (1)    an executed supplemental
indenture, if any; 
 (2)    an Officers’ Certificate, certifying as to the authorized form or forms and terms of
such Securities; and 
 (3)    an Opinion of Counsel, stating that: 

(a)    the form or forms and terms of such Securities have been established by and in conformity with the
provisions of this Indenture; provided that if all such Securities are not to be issued at the same time, such Opinion of Counsel may state that such terms will be established in conformity with the provisions of this Indenture,
subject to any conditions specified in such Opinion of Counsel; and 
 (b)    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 in accordance
with their terms, subject to bankruptcy, insolvency, moratorium, reorganization, and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general principles of equity; 

provided, however, that if all Securities issuable by or pursuant to a Board Resolution or supplemental indenture are not to be originally issued at
one time, it shall not be necessary to deliver the Officers’ Certificate or Opinion of Counsel otherwise required pursuant to this paragraph at or prior to the time of authentication of each such Security if such documents are delivered at or
prior to the time of authentication upon original issuance of the first such Security to be issued. After the original issuance of the first such Security to be issued, any separate request by the Company that the Trustee authenticate such
Securities for original issuance will be deemed to be a certification by the Company that it is in compliance with all conditions precedent provided for in this Indenture relating to the authentication and delivery of such Securities. 

The Trustee shall not be required to authenticate such Securities if the issue thereof will adversely affect the Trustee’s own rights,
duties, or immunities under the Securities and this Indenture. 
 If the Company shall establish pursuant to Section 3.01 that
Securities of a series may be issued in whole or in part in global form, then the Company shall execute, and the Trustee shall (in accordance with this Section 3.03 and the Authentication Order with respect to such series) authenticate and
deliver, one or more Securities in global form that (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 such one or more
Securities in global form, (ii) shall be registered, in the name of the Depositary for such Security or Securities in global form, or in the name of a nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to
such Depositary’s instruction, and (iv) shall bear a legend substantially as follows: “Unless and until it is exchanged in whole or in part for Securities in certificated form, this Security may not be transferred except as a whole by
the Depositary to a nominee of the Depositary, or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor
Depositary.” Each Depositary designated pursuant to Section 3.01 for a Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities
Exchange Act of 1934 and any other applicable statute or regulation. 
 No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by 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. 

Section 3.04 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute,
and, upon receipt of the documents required by Sections 2.02, 3.01 and 3.03 hereof, together with an Authentication Order, the Trustee shall authenticate and deliver, temporary Securities of such series that are printed, lithographed, typewritten,
mimeographed, or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued in registered form, without 

  
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coupons, 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. In the case of Securities of any series for which a temporary Security may be issued in global form, such temporary global security shall represent all of the Outstanding Securities of such series and tenor. 

Except in the case of temporary Securities in global form, which shall be exchanged in accordance with the provisions thereof, if temporary
Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities of such series shall be
exchangeable, at the Corporate Trust Office of the Trustee, or at such other office or agency as may be maintained by the Company in a Place of Payment pursuant to Section 10.02 hereof, for definitive Securities of such series having identical
terms and provisions, upon surrender of the temporary Securities of such series, at the Company’s own expense and without charge to the Holder; and 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 in authorized denominations containing identical terms and provisions. Unless otherwise
specified as contemplated by Section 3.01 with respect to a temporary Security in global form, until so exchanged, the temporary Securities of such series shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities of such series. 
 Section 3.05 Registration, Transfer and Exchange. With respect to the Securities of each series,
the Trustee shall keep a register (herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with
information to be provided to the Trustee by the Company, subject to such reasonable regulations as the Trustee may prescribe. Such register shall be in written form or in any other form capable of being converted into written form within a
reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company
pursuant to Section 10.02 hereof. 
 Upon due presentation for registration of transfer of any Security of any series at the Corporate
Trust Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereof, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date. 

Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual
Securities represented thereby, in definitive form, a Security in global form 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. 

At the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of
like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities that the Securityholder making the exchange is entitled to receive. 
 If at any time the
Depositary for the Securities of a series represented by one or more Securities in global form 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 hereof, the Company, by Company Order, shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of
such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election pursuant to Section 3.01 that such Securities be represented by one or more
Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities
of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in
global form representing such series, in exchange for such Security or Securities in global form. 

  
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 The Company may at any time and in its sole discretion and subject to the procedures of the
Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an
Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in
aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. 

If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for
such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the
Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service
charge: 
 (a)    to each Person specified by such Depositary, a new definitive Security or Securities of the same
series and of the same tenor and terms, in authorized denominations, in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Security in global form; and 

(b)    to such Depositary, a new Security in global form in a denomination equal to the difference, if any, between the
principal amount of the surrendered Security in global form and the aggregate principal amount of the definitive Securities delivered to Holders pursuant to clause (a) above. 

Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be canceled by the
Trustee or an agent of the Company or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 3.05 shall be registered in such names and in such authorized denominations as the
Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver
such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. 
 Whenever any
securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. 
 Every Security
presented or surrendered for registration of transfer, exchange, redemption or payment shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. 
 Unless
otherwise provided in the Security to be transferred or exchanged, no service charge shall be imposed for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 3.06, 9.06 and 11.07 hereof not involving any transfer.

 The Company shall not be required to (i) issue, register the transfer of, or exchange any Security of any series during a period
beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or
(ii) register the transfer of or exchange any Security so selected for redemption in whole or in part, except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed. 

  
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 Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities. If
(i) any mutilated Security is surrendered to the Trustee, or the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and (ii) there is delivered to the Company and the Trustee
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 or the Trustee that such Security has been acquired by a bona fide purchaser, the Company may in its discretion
execute and upon request of the Company the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of like tenor, terms, series, Scheduled Maturity Date, 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, 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 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. 
 The provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 

Section 3.07 Payment of Interest; Interest Rights Preserved. Interest on any Security which is payable and is punctually paid
or duly provided for on any Interest Payment Date shall, if so provided in such 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 applicable Record Date,
notwithstanding any transfer or exchange of such Security subsequent to such Record Date and prior to such Interest Payment Date (unless such Interest Payment Date is also the date of Maturity of such Security). 

Any interest on any Security which 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 registered Holder on the applicable Record Date by virtue of his, her or it having been such Holder; and, except as hereinafter provided, such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in clause (a) or clause (b) below: 
 (a)    The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names any such Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Security and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 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 the
Holder of each such Security at such Holder’s address as it appears in the Security Register, 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 Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall
no longer be payable pursuant to the following clause (b). 

  
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 (b)    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 such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 
 Interest on Securities of
any series that bear interest may be paid by mailing a check to the address of the Person entitled thereto at such address as shall appear in the Securities Register for such series or by such other means as may be specified in the form of such
Security. 
 Subject to the foregoing provisions of this Section 3.07 and the provisions of Section 3.05 hereof, each Security
delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 

Section 3.08 Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the
Trustee, and any agent of the Company or the Trustee may treat the Person in whose name any Security is registered on the applicable Record Date(s) as the owner of such Security for the purpose of receiving payment of principal, premium, if any,
interest, if any (subject to Sections 3.05 and 3.07 hereof), and any additional amounts payable with respect to such Security, and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee, nor
any agent of the Company or the Trustee shall be affected by notice to the contrary. 
 None of the Company, the Trustee, any Authenticating
Agent, any Paying Agent, the Security Registrar, or any Co-Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests and each of them may act or refrain from acting without liability on any information
relating to such records provided by the Depositary. 
 Section 3.09 Cancellation. 

All Securities surrendered for payment, redemption, registration of transfer, exchange, or credit against a sinking or analogous fund shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not already canceled, shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled by the Trustee. Acquisition of such Securities by the Company shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation. No Security shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this
Section, except as expressly permitted by this Indenture. The Trustee shall dispose of all canceled Securities in accordance with its customary procedures and deliver a certificate of such disposition to the Company. 

Section 3.10 Computation of Interest. Unless otherwise provided as contemplated in Section 3.01, interest on the
Securities shall be calculated on the basis of a 360-day year of twelve 30-day months. 

ARTICLE IV - SATISFACTION AND DISCHARGE 

Section 4.01 Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to any
series of Securities (except as to any surviving rights of conversion or transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series and obligations described as surviving below), and
the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when 

(a)    either 

(i)    all Securities of that series theretofore authenticated and delivered (other than
(A) Securities of such series which have been destroyed, lost, or stolen and which have been replaced or paid as provided in Section 3.06, and (B) Securities of such series for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.07) have been delivered to the Trustee canceled or for cancellation; or 

  
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 (ii)    all such Securities of that series not
theretofore delivered to the Trustee canceled or for cancellation 
 (A)    have become due and payable,
or 
 (B)    will, in accordance with their Scheduled Maturity Date, become due and payable within one
year, or 
 (C)    are to be called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in any of the cases described in subparagraphs (A), (B), or (C) above, the Company has irrevocably deposited or caused to be
deposited with the Trustee, as trust funds in trust for the purpose, (x) an amount in money sufficient, (y) U.S. Government Obligations or Equivalent Government Securities which through the payment of interest and principal in respect
thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money sufficient, or (z) a combination of (x) and (y) sufficient, in the opinion with respect to (y) and (z) of
a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on such Securities with respect to principal, premium, if any, and
interest, if any, to the date of such deposit (in the case of Securities which have become due and payable), or to the Scheduled Maturity Date or Redemption Date, as the case may be; provided, however , that if such U.S. Government Obligations or
Equivalent Government Securities are callable or redeemable at the option of the issuer thereof, the amount of such money, U.S. Government Obligations, and Equivalent Government Securities deposited with the Trustee must be sufficient to pay and
discharge the entire indebtedness referred to above if such issuer elects to exercise such call or redemption provisions at any time prior to the Scheduled Maturity Date or Redemption Date, as the case may be, and the Company, but not the Trustee,
shall be responsible for monitoring any such call or redemption provision; and 
 (b)    the Company has paid or caused
to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; and 

(c)    the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. 

Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company
under paragraph (a) of this Section 4.01 and its obligations to the Trustee with respect to that series under Section 6.07 shall survive, and the obligations of the Trustee under Sections 4.05, 4.07 and 10.03 shall survive. 

Section 4.02 Discharge and Defeasance. The provisions of this Section and Section 4.04 (insofar as relating to this
Section) shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution or indenture supplemental hereto provided pursuant to Section 3.01. In addition to discharge of this Indenture pursuant to
Section 4.01, in the case of any series of Securities with respect to which the exact amount described in subparagraph (a) of Section 4.04 can be determined at the time of making the deposit referred to in such subparagraph (a), the
Company shall be deemed to have paid and discharged the entire indebtedness on all the Securities of such a series as provided in this Section on and after the date the conditions set forth in Section 4.04 are satisfied, and the provisions of
this Indenture with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series, (ii) substitution of mutilated, destroyed, lost or
stolen Securities of such series, (iii) rights of Holders of Securities of such series to receive, solely from the trust fund described in subparagraph (a) of Section 4.04, payments of principal thereof, premium, if any, and interest,
if any, thereon upon the original stated due dates or upon the Redemption Dates therefor (but not upon acceleration), and remaining rights of the Holders of Securities of such series to receive mandatory sinking fund payments, if any, (iv) the
rights, obligations, duties and immunities of the Trustee hereunder, (v) this Section 4.02, Section 4.07, Section 10.02 and Section 10.03 and (vi) the rights of the Holders of Securities of such series as beneficiaries
hereof with respect to the property so deposited with the Trustee payable to all or any of them) (hereinafter called “Defeasance”), and the Trustee at the cost and expense of the Company, shall execute proper
instruments acknowledging the same. 

  
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 Section 4.03 Covenant Defeasance. The provisions of this Section and
Section 4.04 (insofar as relating to this Section) shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution or indenture supplemental hereto provided pursuant to Section 3.01. In the case of
any series of Securities with respect to which the exact amount described in subparagraph (a) of Section 4.04 can be determined at the time of making the deposit referred to in such subparagraph (a), (i) the Company shall be released
from its obligations under any covenants specified in or pursuant to Section 3.01 as being subject to Covenant Defeasance with respect to such series (except as to (a) rights of registration of transfer and exchange of Securities of such
series and rights under Section 4.07, Section 10.02 and Section 10.03, (b) substitution of mutilated, destroyed, lost or stolen Securities of such series, (c) rights of Holders of Securities of such series to receive, from
the Company pursuant to Section 10.01, payments of principal thereof and interest, if any, thereon upon the original stated due dates or upon the Redemption Dates therefor (but not upon acceleration), and remaining rights of the Holders of
Securities of such series to receive mandatory sinking fund payments, if any, (d) the rights, obligations, duties and immunities of the Trustee hereunder and (e) the rights of the Holders of Securities of such series as beneficiaries
hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (ii) the occurrence of any event specified in Section 5.01(d) (with respect to any of the covenants specified in or pursuant to
Section 3.01 as being subject to Covenant Defeasance with respect to such series) shall be deemed not to be or result in a default or an Event of Default, in each case with respect to the Outstanding Securities of such series as provided in
this Section on and after the date the conditions set forth in Section 4.04 are satisfied (hereinafter called “Covenant Defeasance”), and the Trustee at the cost and expense of the Company, shall execute proper instruments
acknowledging the same. For this purpose, such Covenant Defeasance means that 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 (to the extent so specified
in the case of Section 5.01(d)), 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, but the
remainder of this Indenture and the Securities of such series shall be unaffected thereby. 
 Section 4.04 Conditions To
Defeasance Or Covenant Defeasance. The following shall be the conditions to the application of either Section 4.02 or Section 4.03 to the Outstanding Securities: 

(a)    with reference to Section 4.02 or Section 4.03, the Company has irrevocably deposited or caused to be
irrevocably deposited with the Trustee as funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of Securities of such series (i) money in an amount, or (ii) U.S. Government Obligations or
Equivalent Government Securities which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (iii) a
combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and
discharge each installment of principal (including mandatory sinking fund payments) of, premium, if any, and interest on, the Outstanding Securities of such series on the dates such installments of interest, premium or principal are due, including
upon redemption; provided, however , that if such U.S. Government Obligations and Equivalent Government Securities are callable or redeemable at the option of the issuer thereof, the amount of such money, U.S. Government Obligations, and/or
Equivalent Government Securities deposited with the Trustee must be sufficient to pay and discharge the entire indebtedness referred to above if the issuer of any such U.S. Government Obligations or Equivalent Government Securities elects to
exercise such call or redemption provisions at any time prior to the Scheduled Maturity Date or Redemption Date of such Securities, as the case may be. The Company, but not the Trustee, shall be responsible for monitoring any such call or redemption
provision. 
 (b)    in the case of Defeasance under Section 4.02, the Company has delivered to the Trustee an
Opinion of Counsel based on the fact that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable United States
federal income tax law, in either case to the effect that, and such opinion shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit,
defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, Defeasance and discharge had not occurred; 

  
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 (c)    in the case of Covenant Defeasance under Section 4.03, the
Company has delivered to the Trustee an Opinion of Counsel to the effect that, and such opinion shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of
such deposit and Covenant Defeasance 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 deposit and Covenant Defeasance had not occurred; 

(d)    no Event of Default or event which, with notice or lapse of time or both, would become an Event of Default with
respect to the Securities of such series shall have occurred and be continuing on the date of such deposit, after giving effect to such deposit or, in the case of a Defeasance under Section 4.02, no Event of Default specified in
Section 5.01(e) or Section 5.01(f) shall have occurred, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period
applicable to the Company in respect of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); 

(e)    such Defeasance or Covenant Defeasance will not cause the Trustee to have a conflicting interest within the meaning
of the TIA, assuming all Securities of a series were in default within the meaning of the TIA; 
 (f)    such Defeasance
or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Company is a party or by which it is bound; 

(g)    such Defeasance or Covenant Defeasance will not result in the trust arising from such deposit constituting an
investment company within the meaning of the Investment Company Act of 1940, as amended, unless the trust is registered under such Act or exempt from registration; 

(h)    if the Securities of such series are to be redeemed prior to their Stated Maturity Date (other than from mandatory
sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made; and 

(i)    the Company shall have delivered to the Trustee an Officers?’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for herein relating to such Defeasance or Covenant Defeasance, as the case may be, have been complied with. 

Section 4.05 Application of Trust Money; Excess Funds. All money and U.S. Government Obligations or Equivalent Government
Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 4.01 or Section 4.04 hereof shall be held in trust and applied by it, in accordance with the provisions of this Indenture and of the series of
Securities in respect of which it was deposited, 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, if any, 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. 

The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government
Obligations or Equivalent Government Securities deposited pursuant to Section 4.01 or Section 4.04 hereof 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 4 to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money or U.S. Governmental Obligations or Equivalent Government Securities held by it as provided in Section 4.01 or Section 4.04 which, in the opinion of a
nationally recognized investment bank, appraisal firm or firm of independent public accountants, expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 4.01 or Section 4.04,
as applicable), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent satisfaction and discharge, Covenant Defeasance or Defeasance of the applicable series. 

Section 4.06 Paying Agent to Repay Moneys Held. Upon the satisfaction and discharge of this Indenture, all moneys then held
by any Paying Agent of the Securities (other than the Trustee) shall, upon demand of the Company, be repaid to it or paid to the Trustee, and thereupon such Paying Agent shall be released from all further liability with respect to such moneys. 

  
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 Section 4.07 Return of Unclaimed Amounts. Any amounts deposited with or paid to
the Trustee or any Paying Agent or then held by the Company, in trust for payment of the principal of, premium, if any, or interest, if any, on the Securities and not applied but remaining unclaimed by the Holders of such Securities for two years
after the date upon which the principal of, premium, if any, or interest, if any, on such Securities, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee on Company Request or (if then held by the
Company) shall be discharged from such trust; and the Holder of any of such Securities shall thereafter look only to the Company for any payment which such Holder may be entitled to collect (until such time as such unclaimed amounts shall escheat,
if at all, to the State of New York) 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. Notwithstanding the foregoing, the Trustee or
Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once a week for two successive weeks (in each case on any day of the week) in a newspaper printed in the English language and
customarily published at least once a day at least five days in each calendar week and of general circulation in the Borough of Manhattan, in the City and State of New York, a notice that said amounts have not been so applied and that after a date
named therein any unclaimed balance of said amounts then remaining will be promptly returned to the Company. 
 ARTICLE V - REMEDIES

 Section 5.01 Events of Default. “Event of Default”, wherever used herein, means with respect to
any series of Securities any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body), unless such event is either inapplicable to a particular series or it is specifically deleted or modified in the manner contemplated by Section 3.01: 

(a)    default in the payment of any interest on any Security of such series when it becomes due and payable, and
continuance of such default for a period of 30 days; or 
 (b)    default in the payment of the principal amount of (or
premium, if any, on) any Security of such series as and when the same shall become due, either at Maturity, upon redemption, by declaration, or otherwise; or 

(c)    default in the payment of any sinking or purchase fund or analogous obligation when the same becomes due by the
terms of the Securities of such series and continuance of such default for a period of 30 days; or 
 (d)    default in
the performance or breach of any covenant or warranty of the Company in this Indenture in respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in the performance of which
or the breach of which is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in the principal amount of the Outstanding Securities of such 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 
 (e)    the entry of an order for relief against the Company under the
Federal Bankruptcy Act by a court having jurisdiction in the premises or a decree or order by a court having jurisdiction in the premises adjudging the Company a bankrupt or insolvent under any other applicable Federal or State law, or the entry of
a decree or order 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 law, or appointing a
receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 90 consecutive days; or 
 (f)    the consent by the Company to the institution
of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable Federal or State law, or the consent by it to the
filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit
of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action; or 

  
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 (g)    any other Event of Default provided for with respect to the
Securities of such series in accordance with Section 3.01. A default under any indebtedness of the Company other than the Securities will not constitute an Event of Default under this Indenture, and a default under one series of Securities will
not constitute a default under any other series of Securities. The Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer at the Corporate Trust Office has actual knowledge thereof. 

Section 5.02 Acceleration of Maturity; Rescission, and Annulment. If any Event of Default specified in Section 5.01(e)
or Section 5.01(f) occurs, the principal amount of the Securities of such series and any and all accrued interest thereon shall immediately become and be due and payable without any declaration or other act on the part of the Trustee or any
Holder. No declaration of acceleration by the Trustee with respect to any series of Securities shall constitute a declaration of acceleration by the Trustee with respect to any other series of Securities, and no declaration of acceleration by the
Holders of at least 51% in aggregate principal amount of the Outstanding Securities of any series shall constitute a declaration of acceleration or other action by any of the Holders of any other series of Securities, in each case whether or not the
Event of Default on which such declaration is based shall have occurred and be continuing with respect to more than one series of Securities, and whether or not any Holders of the Securities of any such affected series shall also be Holders of
Securities of any other such affected series. 
 At any time after such a declaration of acceleration has been made with respect to the
Securities of any series and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of not less than a majority of the aggregate principal amount of the
Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if all Events of Default with respect to such series of Securities, other than the nonpayment of the
principal of the Securities of such series which have become due solely by such acceleration, have been cured or waived as provided in Section 5.13, if such cure or waiver does not conflict with any judgment or decree set forth in
Section 5.01(e) and Section 5.01(f) and if all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel have been paid. 

No such rescission shall affect any subsequent default or impair any right consequent thereon. 

Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: 

(a)    default is made in the payment of any installment of interest on any Security of any series when such interest
becomes due and payable, or 
 (b)    default is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof, or 
 (c)    default is made in the payment of any sinking or purchase fund or
analogous obligation when the same becomes due by the terms of the Securities of any series, and 
 (d)    any such
default continues for any period of grace provided in relation to such default pursuant to Section 5.01, then, with respect to the Securities of such series, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holder
of any such Security (or the Holders of any such series in the case of clause (c) above), the whole amount then due and payable on any such Security (or on the Securities of any such series in the case of clause (c) above) for principal
(and premium, if any) and interest, if any, with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest, if any, at such rate or
rates as may be prescribed therefor by the terms of any such Security (or of Securities of any such series in the case of clause (c) above); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 6.07. 

  
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 If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding for the collection of the 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 the Securities of such series and collect the money 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 5.04 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 the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such proceedings or otherwise, 
 (a)    to
file and prove a claim for the whole amount of principal (or, with respect to Original Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities), premium, if any, and interest, if any, owing and
unpaid in respect of the Securities, and to file such other papers or documents as may be necessary and 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 all other amounts due the Trustee under Section 6.07) and of the Securityholders allowed in such judicial proceedings, and 

(b)    to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the
same; and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Securityholder 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 Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee and its agent and counsel, and any other amounts
due the Trustee under Section 6.07 hereof. 
 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent
to or accept or adopt on behalf of any Securityholder 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
Securityholder in any such proceeding. 
 Section 5.05 Trustee May Enforce Claims Without Possession of Securities. All
rights of action and claims under this Indenture or 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 and its agents and counsel, be for the ratable benefit of the Holders of the Securities, of the series in respect of which such judgment has been recovered. 

Section 5.06 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, if any, upon presentation of the
Securities of such 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 6.07 hereof. 

  
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 Second: To the payment of the amounts then due and unpaid upon the Securities of that
series for principal, premium, if any, interest, if any, and additional amounts, if any, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind. 

Section 5.07 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 

(a)    such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to
Securities of such series; 
 (b)    the Holders of not less than 51% 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; 

(c)    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; 
 (d)    the Trustee for 60 days after its receipt of such notice,
request, and offer of indemnity has failed to institute any such proceeding; and 
 (e)    no direction inconsistent
with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of 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 proportionate benefit of all the
Holders of all Securities of such series. 
 Section 5.08 Unconditional Right of Securityholders to Receive Principal, Premium,
and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal, premium, if any, and (subject to Section 3.07)
interest, if any, (and additional amounts, if any) on such Security on or after the respective payment dates expressed in such Security (or, in the case of redemption or repayment, on the Redemption Date or Repayment Date, as the case may be) and to
institute suit for the enforcement of any such payment on or after such respective date, and such right shall not be impaired or affected without the consent of such Holder. 

Section 5.09 Restoration of Rights and Remedies. If the Trustee or any Securityholder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, then and in every such case the Company, the Trustee and the Securityholders 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 Securityholders shall continue as though no such proceeding had been instituted. 

Section 5.10 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the
Securityholders is intended to be exclusive of any other right or remedy, and every right or remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

Section 5.11 Delay or Omission Not Waiver. 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 Securityholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Securityholders, as the case may be. 

  
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 Section 5.12 Control by Securityholders. The Holders of a majority in
principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee
with respect to the Securities of such series, provided that 
 (a)    the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if the Trustee in good faith shall, by a Responsible Officer, determine
that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Holders not taking part in such direction, and 

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

 Section 5.13 Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the Outstanding
Securities of any series may, on behalf of the Holders of all the Securities of such series, waive any past default hereunder with respect to such series and its consequences, except a default not theretofore cured: 

(a)    in the payment of principal, premium, if any, or interest, if any, on any Security of such series, or in the
payment of any sinking or purchase fund or analogous obligation with respect to the Securities of such series, or 

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

Section 5.14 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by such
Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any
Securityholder or group of Securityholders holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series to which the suit relates, or to any suit instituted by any Securityholder for the enforcement of the
payment of principal, premium, if any, or interest, if any, on any Security on or after the respective payment dates expressed in such Security (or, in the case of redemption or repayment, on or after the Redemption Date or Repayment Date). 

Section 5.15 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 benefit or advantage of, any stay or extension law (other than any bankruptcy law) wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 

  
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 ARTICLE VI - THE TRUSTEE 

Section 6.01 Certain Duties and Responsibilities of Trustee. 

(a)    Except during the continuance of an Event of Default with respect to any series of Securities, 

(i)    the Trustee undertakes to perform such duties and only such duties as are specifically set forth in
this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

(ii)    in the absence of bad faith on its part, the Trustee may, with respect to Securities of such
series, conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of calculations or other
facts stated therein). 
 (b)    If an Event of Default with respect to any series of Securities actually known to a
Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise, with respect to the Securities of such series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. 

(c)    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 
 (i)    this
Subsection shall not be construed to limit the effect of Subsection (a) of this Section; 

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

(iii)    the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in
good faith in accordance with the direction of the Holders of not less than 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 with respect to the Securities of such series, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and 

(iv)    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. 
 (d) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 

Section 6.02 Notice of Defaults. Within 90 days after receipt of notice of the occurrence of any default hereunder with
respect to Securities of any series, the Trustee shall transmit by mail to all Securityholders of such series, as their names and addresses appear in the Security Register, notice of such default hereunder known to the Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal, premium, if any, or interest, if any, on any Security of such series or in the payment of any sinking
or purchase fund installment or analogous obligation 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 determine that the withholding of such notice is in the interests of the Securityholders of such series and; provided, further, that, in the case of any
default of the character specified in Section 5.01(d) with respect to Securities of such series, no such notice to Securityholders of such series shall be given until at least 60 days after the occurrence thereof. For the purpose of this
Section, the term default, with respect to Securities of any series, means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. 

Section 6.03 Certain Rights of Trustee. Except as otherwise provided in Section 6.01 above: 

(a)    the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; 

  
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 (b)    any request, direction or order of the Company mentioned 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; 

(c)    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 or Opinion of
Counsel or both, and shall not be liable for any action it takes or omits to take in good faith reliance on such certificate or opinion; 

(d)    the Trustee may consult with counsel of its selection and the advice or opinion of such counsel as to matters of
law shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 

(e)    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 Securityholders pursuant to this Indenture, unless such Securityholders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction; 
 (f)    the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney; 
 (g)    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; 
 (h)    in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss
or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; 

(i)    the right, privileges, protections, immunities and benefits given to the Trustee, including, without limitation,
its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; 

(j)    the Trustee may request that the Company deliver a certificate setting forth the names of the individuals and/or
titles of officers authorized at such time to take specified actions pursuant to this Indenture; 
 (k)    before the
Trustee acts or refrains from acting it may require an Opinion of Counsel or an Officers’ Certificate; 

(l)    the Trustee shall have no responsibility with respect to any information, statement or recital in any offering
memorandum, remarketing circular or other disclosure material prepared or distributed with respect to the Securities except for written information provided by the Trustee specifically for inclusion in such document. The Trustee shall have no
responsibility for compliance with any state or federal securities laws in connection with the offering and sale of the Securities except for those applicable to Trustee; 

(m)    the Trustee shall have no duty to monitor the Company’s compliance with the terms of the Indenture except as
specifically provided herein and makes no representations as to the validity or sufficiency of this Indenture (except as to the Trustee) or the Securities, assumes no responsibility for the correctness of the same, shall incur no responsibility in
respect to such validity or sufficiency, and its receipt of any report, document, policy or other certificate thereunder shall not impose a duty to review and shall not constitute constructive notice of any information contained therein or
determinable from information contained therein; and 

  
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 (n)    the Trustee shall have no duty to review or analyze any financial
statements or other information filed with the Trustee by any party. The Trustee shall not be deemed to have notice of any information contained therein or event of default which may be disclosed in any manner therein. 

Section 6.04 Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities,
except the certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no 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 6.05 May Hold Securities. The Trustee or any Paying Agent, Security Registrar, or other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13 hereof, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Security
Registrar, or such other agent. 
 Section 6.06 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 with the Company. 

Section 6.07 Compensation and Reimbursement. The Company covenants and agrees 

(a)    to pay the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all
services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 

(b)    except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and 
 (c)    to
indemnify the Trustee and its agents for, and to hold it harmless against, any loss, liability or expense (including, without limitation, the reasonable fees, expenses and disbursements of its agents, legal counsel, accountants and experts) and
including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust,
including the reasonable 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, or in connection with enforcing the provisions of this
Section 6.07. 
 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 5.01(e) and Section 5.01(f) above, such expenses (including the reasonable charges and expenses of its counsel) and compensation for such services are intended
to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency, reorganization, or other similar law. 

The Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it as such for any amount owing to it
or any predecessor Trustee pursuant to this Section 6.07, except with respect to funds held in trust for the benefit of the Holders of particular Securities. 

Any compensation or expense incurred by the Trustee after a default specified by Section 5.01(e) or (f) is intended to constitute an
expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 6.07 shall include any predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the
rights of any other Trustee under this Section 6.07. The provisions of this Section 6.07 shall, to the extent permitted by law, survive any termination of this Indenture (including, without limitation, termination pursuant to any
Bankruptcy Laws) and the resignation or removal of the Trustee. 
 The provisions of this Section shall survive the satisfaction and
discharge of this Indenture. 

  
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 Section 6.08 Disqualification; Conflicting Interests. If the Trustee has or
shall acquire any conflicting interest within the meaning of the Trust Indenture Act, it shall either eliminate such interest or resign as Trustee with respect to one or more series of Securities, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series. 
 Section 6.09 Corporate Trustee Required; Eligibility. There shall at all
times be a Trustee hereunder with respect to each series of Securities that shall be a corporation organized and doing business under the laws of the United States of America or of any State or Territory thereof or of 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, and subject to supervision or examination by Federal or State authority and having its principal office and place of
business in the City of New York, if there be such a corporation having its principal office and place of business in said City and willing to act as Trustee on customary and usual terms. 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, 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. 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, it shall resign immediately in the
manner and with the effect hereinafter specified in this Article. 
 Section 6.10 Resignation and Removal; Appointment of
Successor. 
 (a)    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 6.11. 

(b)    The Trustee may resign with respect to any one or more series of Securities at any time by giving at least 60
days’ written notice thereof to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor Trustee. 
 (c)    The Trustee may be removed
with respect to any series of Securities at any time by Act of the Holders of 66 2/3% in principal amount of the Outstanding Securities of that series, delivered to the Trustee and to the Company. 

(d)    If at any time: 

(i)    the Trustee shall fail to comply with Section 6.08 above with respect to any series of
Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, or 

(ii)    the Trustee shall cease to be eligible under Section 6.09 above with respect to any series of
Securities and shall fail to resign after written request therefor by the Company or by any such Securityholder, or 

(iii)    the Trustee shall become incapable of acting with respect to any series of Securities, or 

(iv)    the Trustee 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 (A) the Company may remove the
Trustee, with respect to the series or, in the case of clause (iv), with respect to all series, or (B) subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of such series for at least 6 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 the series or, in the case of clause (iv), with respect to
all series. 
 (e)    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 Trustee with respect to any series of Securities for any cause, the Company shall promptly appoint a successor Trustee for that series of Securities. If, within one year after such
resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities shall be appointed by Act of the Holders of 66 2/3% in
principal amount of the Outstanding 

  
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Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor
Trustee with respect to such series and 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 Securityholders of
such series and accepted appointment in the manner hereinafter provided, any Securityholder who has been bona fide Holder of a Security of that 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. 
 (f)    The
Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage
prepaid, to the Holders of Securities of that series as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office. 

Section 6.11 Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder with respect to all series
of Securities shall execute, acknowledge and deliver to the Company and to the predecessor Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the predecessor Trustee shall become effective, and such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the predecessor Trustee with respect to any such series; but, on request of the Company or the successor Trustee,
such predecessor Trustee shall, upon payment of its reasonable charges, if any, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the predecessor Trustee, and shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such predecessor Trustee hereunder. 
 In case of the appointment
hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the predecessor Trustee and each successor Trustee with respect to the Securities of any applicable series shall execute and deliver an
indenture supplemental hereto which (1) shall contain such provisions as shall be deemed necessary or desirable to transfer and to conform to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the appointment of such successor Trustee relates and (2) if the predecessor Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee is not being succeeded shall continue to be vested in
the predecessor Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be Trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such Trustee; and upon 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; and, 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. 
 Upon request
of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding
paragraph, as the case may be. 
 No successor Trustee with respect to any 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 that series under this Article. 

Notwithstanding replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 6.07 hereof shall
continue for the benefit of the retiring Trustee. 

  
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 Section 6.12 Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to
all or substantially all 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 Trustee 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 6.13 Preferential Collection of Claims Against Company. If and when the Trustee shall be or shall become a creditor,
of the Company (or of any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or against any such other obligor, as the case may be).

 Section 6.14 Appointment of Authenticating Agent. At any time when any of the Securities remain Outstanding, the
Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon
exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. 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 an Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this 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, if other than the Company, to the Company.
The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and, if other than the Company, to the Company. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be
acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses
appear in the Security Register. 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 originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 
 The
Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under 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 in the following form: 

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

 

			
		 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	
                     
                   

		 	As Authenticating Agent:

  

			
	By:	 	
                     
                   

		 	Authorized Officer:

 ARTICLE VII - SECURITYHOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 

Section 7.01 Company to Furnish Trustee Names and Addresses of Securityholders. The Company will furnish or cause to be
furnished to the Trustee: 
 (a)    semiannually, not more than 15 days after January 1 and July 1 in each
year, in such form as the Trustee may reasonably require, a list of the names and addresses of the Holders of Securities of each series as of such date, and 

(b)    at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any
such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, provided that if the Trustee shall be the Security Registrar for such series, such list shall not be required to be
furnished. 
 Section 7.02 Preservation of Information; Communications to Securityholders. 

(a)    The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of
Securities contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders of Securities received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any
list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished. 
 (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 which 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 7.02(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 7.02(a),
and as to the approximate cost of mailing to such Securityholders 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 to all Securityholders, as the case may be, whose names
and addresses appear in the information preserved at the time by the Trustee in accordance with Section 7.02 (a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender
to the Trustee of the material to be mailed and of payment, or provision for the 

  
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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 Securityholders, 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 Securityholders of such series or all Securityholders, as the case may be, 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 neither the Company nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of
the Holders of Securities in accordance with Section 7.02(b), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made
under Section 7.02(b). 
 Section 7.03 Reports by Trustee. 

(a)    The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as
may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each June 1 following the date
of this Indenture, deliver to each Holder, as provided in Trust Indenture Act Section 313(c), a brief report dated as of such June 1, which complies with the provisions of such Section 313(a). 

(b)    A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each
stock exchange upon which any Securities are listed, with the Commission and with the Company as required by Trust Indenture Act Section 313(d). The Company will promptly notify the Trustee when any Securities are listed on any stock exchange.

 Section 7.04 Reports by Company. The Company will: 

(a)    file with the Trustee, within 30 days after the Company is required to file the same with the Commission, copies of
the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it 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 which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; 

(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 all Securityholders, as their names and addresses appear in the Security Register, 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 pursuant to paragraphs (a) and (b) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission. 
 ARTICLE VIII - CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER 

Section 8.01 Company May Consolidate, etc., Only on Certain Terms. The Company shall not consolidate with or merge into any
other corporation or convey or transfer all or substantially all of its properties and assets and the properties and assets of the Subsidiaries, taken as a whole, to any Person, unless; 

 

  
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 (a)    either the Company shall be the continuing corporation, or the
corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of the properties and assets of the Company and the Subsidiaries, taken as a whole, shall be
a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, and interest, if any, on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;

 (b)    immediately after giving effect to such transaction, no Event of Default, or event which, after notice or
lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and 
 (c)    the
Company has delivered to the Trustee an Officers?’ Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, conveyance or transfer and any assumption permitted or required by this Article
complies with the provisions of this Article. 
 Section 8.02 Successor Corporation Substituted. Upon any consolidation or
merger, or any conveyance or transfer of all or substantially all of the properties and assets of the Company in accordance with Section 8.01, the successor corporation formed by such consolidation or into which the Company is merged or the
Person 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 under this Indenture with the same effect as if such successor corporation had been named as the
Company herein and the Company shall thereupon be released from all obligations hereunder and under the Securities. Such successor corporation thereupon may cause to be signed and may issue any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the
Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. 
 In case of any such
consolidation, merger, sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. 

ARTICLE IX - SUPPLEMENTAL INDENTURES 

Section 9.01 Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any
Securities, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of execution thereof), in
form satisfactory to the Trustee, for any of the following purposes: 
 (a)    to evidence the succession of another
corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations of the Company pursuant to Article 8 hereof; or 

(b)    to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the
Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if
such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of
one or more specified series); or 
 (c)    to cure any ambiguity, to correct or supplement any provision herein which
may be inconsistent with any other provision herein or in any supplemental indenture, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of
Securities of any series in any material respect; or 

  
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 (d)    to add to this Indenture such provisions as may be expressly
permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument is executed or any corresponding provision in any similar
federal statute hereafter enacted; or 
 (e)    to add guarantors
or co-obligors with respect to any series of Securities; or 

(f)    to secure any series of Securities; or 

(g)    to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series
of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or 

(h)    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 6.11 hereof; or 
 (i)    to add any additional Events of Default in respect of the Securities of any or
all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or 

(j)    to comply with the requirements of the Commission in connection with the qualification of this Indenture under the
Trust Indenture Act; or 
 (k)    to make any change in any series of Securities that does not adversely affect in any
material respect the interests of the Holders of such Securities. 
 Section 9.02 Supplemental Indentures With Consent of
Securityholders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture or indentures, by Act of said Holders delivered to the Company
and the Trustee, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the 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: 
 (a)    change the Scheduled Maturity Date or the stated
payment date of any payment of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, or 

(b)    change the method of computing the amount of principal of any Security or any interest payable thereon on any date,
or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or 

(c)    impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on
or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or 

(d)    change or waive the redemption or repayment provisions of any series; 

(e)    reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders
is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture;
or 

  
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 (f)    modify any of the provisions of this Section or
Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however ,
that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to the Trustee and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of
Sections 6.11 and 9.01(h); or 
 (g)    adversely affect the ranking or priority of any series; 

(h)    release any guarantor or co-obligor from any of its obligations
under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture; or 

(i)    waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof
with respect to such Security. 
 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. 
 It shall not be necessary for any Act of
Securityholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 

Section 9.03 Execution of Supplemental Indentures. Upon request of the Company and upon filing with the Trustee of evidence
of an Act of Securityholders as aforementioned, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, powers, trusts, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this Indenture and with respect to Section 9.01(k), does not adversely affect in any material respects the interests of the Holders. 

Section 9.04 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this
Indenture shall be and be deemed to be modified and amended in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and the respective rights, limitation of rights, duties, powers, trusts and
immunities under this Indenture of the Trustee, the Company, and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be determined, exercised and enforced thereunder to the extent provided therein. 

Section 9.05 Conformity With Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect. 
 Section 9.06 Reference in Securities to
Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article 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 modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities. 

ARTICLE X - COVENANTS 

Section 10.01 Payment of Principal, Premium and Interest. With respect to each series of Securities, the Company will duly and
punctually pay or cause to be paid the principal, premium, if any, and interest, if any, on such Securities in accordance with their terms and this Indenture, and will duly comply with all the other terms, agreements and conditions contained in the
Indenture for the benefit of the Securities of such series. 

  
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 Section 10.02 Maintenance of Office or Agency. So long as any of the
Securities remain outstanding, the Company will maintain an office or agency in each Place of Payment where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, and
where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and of any change in the location, of such office or agency.
If at any time the Company shall fail to maintain such 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 its agent to receive all such presentations, surrenders, notices and demands. 

Section 10.03 Money or 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, premium, if any, or interest, if any, on any of the Securities of such series, segregate and hold in trust for the benefit of the Holders of the Securities of such
series a sum sufficient to pay such principal, premium, or interest so becoming due until such sums shall be paid to such Holders of such Securities 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, on or prior to each
due date of the principal, premium, if any, or interest, if any, on any Securities of such series, deposit with a Paying Agent a sum sufficient to pay such principal, premium, or interest so becoming due, such sum to be held in trust for the benefit
of the Holders of the Securities entitled to the same 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 other than the Trustee for any series of Securities 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 

(a)    hold all sums held by it for the payment of principal, premium, if any, or interest, if any, on Securities of such
series in trust for the benefit of the Holders of the Securities entitled thereto until such sums shall be paid to such Holders of such Securities or otherwise disposed of as herein provided; 

(b)    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 such payment of principal, premium, if any, or interest, if any, on the Securities of such series; and 

(c)    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 with respect to any series of Securities 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 in respect of each
and every series of Securities as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Company in respect of all Securities, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 

Section 10.04 Certificate to Trustee. The Company will deliver to the Trustee within 120 days after the end of each fiscal
year, an Officers’ Certificate, one of whose signatories shall be the Company’s principal executive, accounting or financial officer, stating that in the course of the performance by the signers of their duties as officers of the Company
they would normally have knowledge of any default by the Company in the performance of any of its covenants, conditions or agreements contained herein (without regard to any period of grace or requirement of notice provided hereunder), stating
whether or not they have knowledge of any such default and, if so, specifying each such default of which the signers have knowledge and the nature thereof. 

Section 10.05 Corporate Existence. Subject to Article 8, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence. 

  
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 ARTICLE XI - REDEMPTION OF SECURITIES 

Section 11.01 Applicability of Article. The Company may reserve the right to redeem and pay before the Scheduled Maturity
Date all or any part of the Securities of any series, either by optional redemption, sinking or purchase fund or analogous obligation or otherwise, by provision therefor in the form of Security for such series established and approved pursuant to
Section 2.02 and 2.03 or as otherwise provided in Section 3.01, and on such terms as are specified in such form or in the indenture supplemental hereto with respect to Securities of such series as provided in Section 3.01. Redemption
of Securities of any series shall be made in accordance with the terms of such Securities and, to the extent that this Article does not conflict with such terms, the succeeding Sections of this Article. 

Section 11.02 Election to Redeem; Notice to Trustee. 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 in writing 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 (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of the
Company which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or condition. 

Section 11.03 Selection by Trustee of Securities to be Redeemed. If fewer than all the Securities of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate, which may include provision for the selection for redemption of portions of the principal of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that
series. Unless otherwise provided in the terms of a particular series of Securities, the portions of the principal of Securities so selected for partial redemption shall be equal to the minimum authorized denomination of the Securities of such
series, or an integral multiple thereof, and the principal amount which remains outstanding shall not be less than the minimum authorized denomination for Securities of such series. 

The Trustee shall promptly notify the Company 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 which has been or is to be redeemed. 

Section 11.04 Notice of Redemption. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not
fewer than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his or her address appearing in the Security Register on the applicable Record Date. 

All notices of redemption shall state: 

(1)    the Redemption Date; 

(2)    the Redemption Price, or if not then ascertainable, the manner of calculation thereof; 

(3)    if fewer than all Outstanding Securities of any series are to be redeemed, the identification (and,
in the case of partial redemption, the respective principal amounts) of the Securities to be redeemed, from the Holder to whom the notice is given and that on and after the date fixed for redemption, upon surrender of such Security, a new Security
or Securities of the same series in the aggregate principal amount equal to the unredeemed portion thereof will be issued in accordance with Section 11.07; 

(4)    that on the Redemption Date the Redemption Price will become due and payable upon each such
Security, and that interest, if any, thereon shall cease to accrue from and after said date; 

  
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 (5)    the place where such Securities are to be
surrendered for payment of the Redemption Price, which shall be the office or agency maintained by the Company in the Place of Payment pursuant to Section 10.02 hereof; and 

(6)    that the redemption is on account of a sinking or purchase fund, or other analogous obligation, if
that be the case. 
 Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at
the Company’s request, made at least five New York Business Days prior to the date on which notice is to be given, by the Trustee in the name and at the expense of the Company. 

Section 11.05 Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money, in immediately available funds, sufficient to pay the Redemption Price of all the
Securities which are to be redeemed on that date. 
 Section 11.06 Securities Payable on Redemption Date. Notice of
Redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified and from and after such date (unless the Company shall default in the payment
of the Redemption Price) such Securities shall cease to bear interest. Upon surrender of such Securities for redemption in accordance with the notice, such Securities shall be paid by the Company at the Redemption Price. Any installment of interest
due and payable on or prior to the Redemption Date shall be payable to the Holders of such Securities registered as such on the relevant Record Date according to the terms and the provisions of Section 3.07 above; unless, with respect to an
Interest Payment Date that falls on a Redemption Date, such Securities provide that interest due on such date is to be paid to the Person to whom principal is payable. 

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear
interest from the Redemption Date at the rate borne by the Security, or as otherwise provided in such Security. 

Section 11.07 Securities Redeemed in Part. Any Security that is to be redeemed only in part shall be surrendered at the
office or agency maintained by the Company in the Place of Payment pursuant to Section 10.02 hereof with respect to that series (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s 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 and at the expense of the Company, a new Security or Securities of the same series, tenor, terms and Scheduled Maturity Date, of any authorized denomination as requested by such Holders in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so surrendered. 
 Section 11.08 Provisions with
Respect to any Sinking Funds. Unless the form or terms of any series of Securities shall provide otherwise, in lieu of making all or any part of any mandatory sinking fund payment with respect to such series of Securities in cash, the Company
may at its option (a) deliver to the Trustee for cancellation any Securities of such series theretofore acquired by the Company, or (b) receive credit for any Securities of such series (not previously so credited) acquired or redeemed by
the Company (other than through operation of a mandatory sinking fund) and theretofore delivered to the Trustee for cancellation, and if it does so then (i) Securities so delivered or credited shall be credited at the applicable sinking fund
Redemption Price with respect to Securities of such series, and (ii) on or before the 60th day next preceding each sinking fund Redemption Date with respect to such series of Securities, the Company will deliver to the Trustee (A) an
Officers’ Certificate specifying the portions of such sinking fund payment to be satisfied by payment of cash and by the delivery or credit of Securities of such series acquired or redeemed by the Company, and (B) such Securities, to the
extent not previously surrendered. Such Officers’ Certificate shall also state the basis for any such credit and that the Securities for which the Company elects to receive credit have not been previously so credited and were not acquired by
the Company through operation of the mandatory sinking fund, if any, provided with respect to such Securities and shall also state that no Event of Default with respect to Securities of such series has occurred and is continuing. All Securities so
delivered to the Trustee shall be canceled by the Trustee and no Securities shall be authenticated in lieu thereof. 

  
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 If the sinking fund payment or payments (mandatory or optional) with respect to any series
of Securities made in cash plus any unused balance of any preceding sinking fund payments with respect to Securities of such series made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request), unless otherwise provided by the
terms of such series of Securities, that cash shall be applied by the Trustee on the sinking fund Redemption Date with respect to Securities of such series next following the date of such payment to the redemption of Securities of such series at the
applicable sinking fund Redemption Price with respect to Securities of such series, together with accrued interest, if any, to the date fixed for redemption, with the effect provided in Section 11.06. The Trustee shall select, in the manner
provided in Section 11.03, for redemption on such sinking fund Redemption Date a sufficient principal amount of Securities of such series to utilize that cash and shall thereupon cause notice of redemption of the Securities of such series for
the sinking fund to be given in the manner provided in Section 11.04 (and with the effect provided in Section 11.06) for the redemption of Securities in part at the option of the Company. Any sinking fund moneys not so applied or allocated
by the Trustee to the redemption of Securities of such series shall be added to the next cash sinking fund payment with respect to Securities of such series received by the Trustee and, together with such payment, shall be applied in accordance with
the provisions of this Section 11.08. Any and all sinking fund moneys with respect to Securities of any series held by the Trustee at the Maturity of Securities of such series, and not held for the payment or redemption of particular Securities
of such series, shall be applied by the Trustee, together with other moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the principal of the Securities of such series at Maturity. 

On or before each sinking fund Redemption Date provided with respect to Securities of any series, the Company shall pay to the Trustee in cash
a sum equal to all accrued interest, if any, to the date fixed for redemption on Securities to be redeemed on such sinking fund Redemption Date pursuant to this Section 11.08. 

The Trustee shall not redeem any Securities with sinking fund moneys or give any notice of redemption of Securities by operation of the
applicable sinking fund during the continuance of a default in payment of interest on Securities of such series or of any Event of Default with respect to such series, except that if the notice of redemption of any Securities shall theretofore have
been mailed in accordance with the provisions hereof, the Trustee shall redeem such Securities if cash sufficient for that purpose shall be deposited with the Trustee for that purpose in accordance with the terms of this Article 11. Except as
aforesaid, any moneys in the sinking fund with respect to Securities of any series at the time when any such default or Event of Default with respect to such series shall occur, and any moneys thereafter paid into such sinking fund shall, during the
continuance of such default or Event of Default with respect to such series, be held as security for the payment of all Securities of such series; provided, however, that in case such default or Event of Default with respect to such series shall
have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date on which such moneys may be applied pursuant to the provisions of this Section 11.08. 

ARTICLE XII - REPAYMENT AT OPTION OF HOLDERS 

Section 12.01 Applicability of Article. Repayment of Securities of any series before their Scheduled Maturity Date at the
option of Holders thereof shall be made in accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article. 

Section 12.02 Repayment of Securities. Securities of any series subject to repayment in whole or in part at the option of the
Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid at a price equal to the principal amount thereof, together with interest thereon accrued to the Repayment Date specified in the terms of such Securities. On
or before the Repayment Date, the Company will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money, in immediately
available funds, sufficient to pay the Repayment Price of all the Securities which are to be repaid on such date. 

Section 12.03 Exercise of Option. Securities of any series subject to repayment at the option of the Holders thereof will
contain an “Option to Elect Repayment” form on the reverse of such Securities. To be repaid at the option of the Holder, any Security so providing for such repayment, with the “Option to Elect
Repayment” form on the reverse of such Security duly completed by the Holder, must be received by the Company at the Place of Payment therefor specified in the terms of such Security (or at such other place or places of which the
Company shall from time to time notify the Holders of such Securities) not earlier than 30 days nor later than 15 days prior to 

  
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the Repayment Date. If less than the entire principal amount of such Security is to be repaid in accordance with the terms of such Security, the principal amount of such Security to be repaid, in
increments of $1,000 unless otherwise specified in the terms of such Security, and the denomination or denominations of the Security or Securities to be issued to the Holder for the portion of the principal amount of such Security surrendered that
is not to be repaid must be specified. The principal amount of any Security providing for repayment at the option of the Holder thereof may not be repaid in part, if, following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of the series of which such Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security providing for repayment at the option of the Holder thereof,
exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company. 
 Section 12.04 When
Securities Presented for Repayment Become Due and Payable. If Securities of any series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article and as provided by the terms of such
Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after such Repayment Date (unless the Company
shall default in the payment of such Securities on such Repayment Date) interest on such Securities or the portions thereof, as the case may be, shall cease to accrue. 

Section 12.05 Securities Repaid in Part. Upon surrender of any Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge and at the expense of the Company, a new Security or Securities of the same series, tenor, terms and Scheduled Maturity Date, of any
authorized denomination specified by the Holder, in an aggregate principal amount equal to and in exchange for the portion of the principal of such Security so surrendered which is not to be repaid. 

(signature page follows) 

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

			
	LAKELAND BANCORP, INC.
		
	By:	 	 /s/ Thomas J. Shara

		 	Name: Thomas J. Shara
		 	Title: President and Chief Executive Officer


  

			
	Attest:
		
	By:	 	 /s/ Timothy J. Matteson

		 	Name: Timothy J. Matteson
		 	Title: Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

  

			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Mark DiGiacomo

		 	Name: Mark DiGiacomo
		 	Title: Vice President


  

			
	Attest:
		
	By:	 	 /s/ Annette Marsula

		 	Name: Annette Marsula
		 	Title: Vice President