EX-4.5



 Exhibit 4.5 

 
  

 
 J. C. PENNEY CORPORATION,
INC., 
 and 
 J. C. PENNEY COMPANY, INC., 
 as joint and several obligors

  
  

INDENTURE 

Dated as of 
 [—], 20[—] 

 
  

DEBT SECURITIES 
 WILMINGTON TRUST, NATIONAL ASSOCIATION 
 Trustee 

 
  

 







 CROSS-REFERENCE SHEET* 

 

			
	 Trust Indenture Act Section
	 	 Indenture Section

		
	 § 310(a)
	 	11.04(a)
	 (b)
	 	11.04(b), 11.05
	 § 311
	 	11.01(f)
	 § 312(a)
	 	10.03
	 (b)
	 	11.10
	 (c)
	 	11.10
	 § 313(a)
	 	10.01(a)
	 (b)
	 	10.01(a)
	 (c)
	 	10.01(b)
	 (d)
	 	10.01(b)
	 § 314(a)(1)
	 	10.02
	 (a)(2)
	 	10.02
	 (a)(4)
	 	6.05
	 (c)
	 	16.01(a)
	 (e)
	 	16.01(b)
	 § 315(a)(1)
	 	11.02(b)(i)(A)
	 (a)(2)
	 	11.02(b)(i)(B)
	 (b)
	 	11.03
	 (c)
	 	11.02(a)
	 (d)
	 	11.02(b)
	 (e)
	 	7.08
	 § 316(a) (last sentence)
	 	1.01 (definition of “Outstanding”)
	 (a)(1)
	 	7.06
	 (b)
	 	7.07
	 (c)
	 	8.02(e), 14.02(d)
	 § 317(a)
	 	7.03, 7.04
	 (b)
	 	6.03(c)
	 § 318
	 	16.02

  

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


  
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 TABLE OF CONTENTS* 

 

							
		 		  	 	PAGE	  
	ARTICLE I	  
	
	DEFINITIONS	  
			
	Section 1.01	 	Definitions	  	 	2	  
	
	ARTICLE II	  
	
	FORMS OF SECURITIES	  
			
	Section 2.01	 	Terms of the Securities	  	 	13	  
	Section 2.02	 	Form of Trustee’s Certificate of Authentication	  	 	13	  
	Section 2.03	 	Form of Trustee’s Certificate of Authentication by an Authenticating Agent	  	 	14	  
	
	ARTICLE III	  
	
	THE DEBT SECURITIES	  
			
	Section 3.01	 	Amount Unlimited; Issuable in Series	  	 	15	  
	Section 3.02	 	Denominations	  	 	18	  
	Section 3.03	 	Execution, Authentication, Delivery and Dating	  	 	18	  
	Section 3.04	 	Temporary Securities	  	 	20	  
	Section 3.05	 	Registrar	  	 	20	  
	Section 3.06	 	Transfer and Exchange	  	 	21	  
	Section 3.07	 	Mutilated, Destroyed, Lost and Stolen Securities	  	 	25	  
	Section 3.08	 	Payment of Interest; Interest Rights Preserved	  	 	26	  
	Section 3.09	 	Cancellation	  	 	27	  
	Section 3.10	 	Computation of Interest	  	 	27	  
	Section 3.11	 	Currency of Payments in Respect of Securities	  	 	27	  
	Section 3.12	 	Judgments	  	 	28	  
	Section 3.13	 	CUSIP Numbers	  	 	28	  
	
	ARTICLE IV	  
	
	REDEMPTION OF SECURITIES	  
			
	Section 4.01	 	Applicability of Right of Redemption	  	 	28	  


 

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


  
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	Section 4.02	 	Selection of Securities to be Redeemed	  	 	29	  
	Section 4.03	 	Notice of Redemption	  	 	29	  
	Section 4.04	 	Deposit of Redemption Price	  	 	30	  
	Section 4.05	 	Securities Payable on Redemption Date	  	 	30	  
	Section 4.06	 	Securities Redeemed in Part	  	 	30	  
	
	ARTICLE V	  
	
	SINKING FUNDS	  
			
	Section 5.01	 	Applicability of Sinking Fund	  	 	31	  
	Section 5.02	 	Mandatory Sinking Fund Obligation	  	 	31	  
	Section 5.03	 	Optional Redemption at Sinking Fund Redemption Price	  	 	31	  
	Section 5.04	 	Application of Sinking Fund Payment	  	 	32	  
	
	ARTICLE VI	  
	
	PARTICULAR COVENANTS OF THE ISSUERS	  
			
	Section 6.01	 	Payments of Securities	  	 	33	  
	Section 6.02	 	Paying Agent	  	 	33	  
	Section 6.03	 	To Hold Payment in Trust	  	 	33	  
	Section 6.04	 	Merger, Consolidation and Sale of Assets	  	 	35	  
	Section 6.05	 	Compliance Certificate	  	 	36	  
	Section 6.06	 	Conditional Waiver by Holders of Securities	  	 	36	  
	Section 6.07	 	Statement by Officers as to Default	  	 	36	  
	
	ARTICLE VII	  
	
	REMEDIES OF TRUSTEE AND SECURITYHOLDERS	  
			
	Section 7.01	 	Events of Default	  	 	37	  
	Section 7.02	 	Acceleration; Rescission and Annulment	  	 	38	  
	Section 7.03	 	Other Remedies	  	 	40	  
	Section 7.04	 	Trustee as Attorney-in-Fact	  	 	40	  
	Section 7.05	 	Priorities	  	 	41	  
	Section 7.06	 	Control by Securityholders; Waiver of Past Defaults	  	 	41	  
	Section 7.07	 	Limitation on Suits	  	 	42	  
	Section 7.08	 	Undertaking for Costs	  	 	42	  
	Section 7.09	 	Remedies Cumulative	  	 	43	  
	
	ARTICLE VIII	  
	
	CONCERNING THE SECURITYHOLDERS	  
			
	Section 8.01	 	Evidence of Action of Securityholders	  	 	43	  
	Section 8.02	 	Proof of Execution or Holding of Securities	  	 	44	  
	Section 8.03	 	Persons Deemed Owners	  	 	44	  
	Section 8.04	 	Effect of Consents	  	 	45	  


  
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	ARTICLE IX	  
	
	SECURITYHOLDERS’ MEETINGS	  
			
	Section 9.01	 	Purposes of Meetings	  	 	45	  
	Section 9.02	 	Call of Meetings by Trustee	  	 	45	  
	Section 9.03	 	Call of Meetings by Issuers or Securityholders	  	 	45	  
	Section 9.04	 	Qualifications for Voting	  	 	46	  
	Section 9.05	 	Regulation of Meetings	  	 	46	  
	Section 9.06	 	Voting	  	 	46	  
	Section 9.07	 	No Delay of Rights by Meeting	  	 	47	  
	
	ARTICLE X	  
	
	 REPORTS BY THE ISSUERS AND THE TRUSTEE AND

SECURITYHOLDERS’ LISTS
	   

  

			
	Section 10.01	 	Reports by Trustee	  	 	47	  
	Section 10.02	 	Reports by the Issuers	  	 	47	  
	Section 10.03	 	Securityholders’ Lists	  	 	48	  
	
	ARTICLE XI	  
	
	CONCERNING THE TRUSTEE	  
			
	Section 11.01	 	Rights of Trustees; Compensation and Indemnity	  	 	48	  
	Section 11.02	 	Duties of Trustee	  	 	51	  
	Section 11.03	 	Notice of Defaults	  	 	53	  
	Section 11.04	 	Eligibility; Disqualification	  	 	53	  
	Section 11.05	 	Resignation and Notice; Removal	  	 	53	  
	Section 11.06	 	Successor Trustee by Appointment	  	 	54	  
	Section 11.07	 	Successor Trustee by Merger	  	 	56	  
	Section 11.08	 	Right to Rely on Officers’ Certificate	  	 	56	  
	Section 11.09	 	Appointment of Authenticating Agent	  	 	56	  
	Section 11.10	 	Force Majeure	  	 	57	  
	
	ARTICLE XII	  
	
	SATISFACTION AND DISCHARGE; DEFEASANCE	  
			
	Section 12.01	 	Applicability of Article	  	 	58	  
	Section 12.02	 	Satisfaction and Discharge of Indenture	  	 	58	  
	Section 12.03	 	Discharge or Defeasance upon Deposit of Moneys or U.S. Government Obligations	  	 	59	  
	Section 12.04	 	Repayment to Issuers	  	 	61	  
	Section 12.05	 	Indemnity for U.S. Government Obligations	  	 	61	  


  
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	Section 12.06	 	Deposits to Be Held in Escrow	  	 	61	  
	Section 12.07	 	Application of Trust Money	  	 	62	  
	Section 12.08	 	Deposits of Non-U.S. Currencies	  	 	62	  
	
	ARTICLE XIII	  
	
	IMMUNITY OF CERTAIN PERSONS	  
			
	Section 13.01	 	No Personal Liability	  	 	62	  
	
	ARTICLE XIV	  
	
	SUPPLEMENTAL INDENTURES	  
			
	Section 14.01	 	Without Consent of Securityholders	  	 	63	  
	Section 14.02	 	With Consent of Securityholders; Limitations	  	 	65	  
	Section 14.03	 	Trustee Protected	  	 	66	  
	Section 14.04	 	Effect of Execution of Supplemental Indenture	  	 	66	  
	Section 14.05	 	Notation on or Exchange of Securities	  	 	67	  
	Section 14.06	 	Conformity with TIA	  	 	67	  
	
	ARTICLE XV	  
	
	SUBORDINATION OF SECURITIES	  
			
	Section 15.01	 	Agreement to Subordinate	  	 	67	  
	Section 15.02	 	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities	  	 	67	  
	Section 15.03	 	No Payment on Securities in Event of Default on Senior Indebtedness	  	 	69	  
	Section 15.04	 	Payments on Securities Permitted	  	 	69	  
	Section 15.05	 	Authorization of Securityholders to Trustee to Effect Subordination	  	 	70	  
	Section 15.06	 	Notices to Trustee	  	 	70	  
	Section 15.07	 	Trustee as Holder of Senior Indebtedness	  	 	71	  
	Section 15.08	 	Modifications of Terms of Senior Indebtedness	  	 	71	  
	Section 15.09	 	Reliance on Judicial Order or Certificate of Liquidating Agent	  	 	71	  
	Section 15.10	 	Satisfaction and Discharge; Discharge and Covenant Defeasance	  	 	71	  
	Section 15.11	 	Trustee Not Fiduciary for Holders of Senior Indebtedness	  	 	71	  
	
	ARTICLE XVI	  
	
	MISCELLANEOUS PROVISIONS	  
			
	Section 16.01	 	Certificates and Opinions as to Conditions Precedent	  	 	72	  
	Section 16.02	 	Trust Indenture Act Controls	  	 	73	  
	Section 16.03	 	Notices; Waiver of Notice	  	 	73	  
	Section 16.04	 	No Adverse Interpretation of Other Agreements	  	 	74	  
	Section 16.05	 	Legal Holiday	  	 	74	  
	Section 16.06	 	Effects of Headings and Table of Contents	  	 	74	  


  
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	Section 16.07	 	Successors and Assigns	  	 	74	  
	Section 16.08	 	Separability Clause	  	 	74	  
	Section 16.09	 	Benefits of Indenture	  	 	75	  
	Section 16.10	 	Counterparts Originals	  	 	75	  
	Section 16.11	 	Governing Law; Waiver of Trial by Jury	  	 	75	  


  
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 INDENTURE dated as of [—],
20[—], among J. C. Penney Company, Inc., a Delaware corporation (the “Company”), J. C. Penney Corporation, Inc., a Delaware corporation and a wholly owned subsidiary of the
Company (“JCP,” and together with the Company, the “Issuers”), as joint and several obligors, and Wilmington Trust, National Association, as trustee (the “Trustee”). 

WITNESSETH: 
 WHEREAS, the Issuers have duly authorized the execution and delivery of this Indenture to provide for the issuance of debentures, notes, bonds or other evidences of indebtedness (the
“Securities”) in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this Indenture; and 
 WHEREAS, all things necessary to make this Indenture a valid and legally binding agreement of the Issuers, in accordance with its terms, have been done. 

NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
 That, in consideration of the premises and the purchase of the Securities by the Holders thereof for the benefit of each other and the equal and proportionate benefit of all of the present and future
Holders of the Securities and as provided in this Indenture, the Trustee, each party agrees and covenants as follows: 

ARTICLE I 

DEFINITIONS 
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
 (a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; 

(b) all terms used herein without definition which are defined in the Trust Indenture Act, either directly or by reference therein, have
the meanings assigned to them therein; 
 (c) the words “herein”, “hereof” and “hereunder” and
other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and 
 (d) references to “Article” or “Section” or other subdivision herein are references to an Article, Section or other subdivision of this Indenture. 







 Section 1.01 Definitions. 

Except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this Section 1.01 shall for
all purposes of this Indenture have the meanings hereinafter set forth: 
 Affiliate: 

The term “Affiliate,” with respect to any specified Person shall mean any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any 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. 

Agent: 
 The term
“Agent” means any Registrar, Paying Agent or Security Custodian. 
 Applicable Procedures: 

The term “Applicable Procedures” means, with respect to any payment, tender, redemption, transfer or exchange of or for
beneficial interests in any Global Security, the rules and procedures of the Depositary for the series of Securities all or part of which is evidenced by such Global Security that apply to such payment, tender, redemption, transfer or exchange.

 Authenticating Agent: 
 The term “Authenticating Agent” shall have the meaning assigned to it in Section 11.09. 
 Board of Directors: 
 The term “Board of Directors” shall mean
either the board of directors of either of the Issuers or the executive or any other committee of that board duly authorized to act in respect hereof. 
 Board Resolution: 
 The term “Board Resolution” shall mean a copy
of a resolution or resolutions certified by the Secretary or an Assistant Secretary of either of the Issuers to have been duly adopted by such Issuer’s Board of Directors (or by a committee of such Issuer’s Board of Directors to the extent
that any such committee has been authorized by such Issuer’s Board of Directors to establish or approve the matters contemplated) and to be in full force and effect on the date of such certification. References to any matter in this Indenture
being established in, by or pursuant to a Board Resolution shall include actions taken and matters established pursuant to authority granted by one or more Board Resolutions. 

  
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 Business Day: 
 The term “Business Day,” when used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities, shall mean each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment or other location are authorized or obligated by law or executive order to close. 
 Capital Stock: 
 The term “Capital Stock” shall mean: 

(a) in the case of a corporation, corporate stock; 
 (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; 

(c) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership
interests; and 
 (d) any other interest or participation that confers on a Person the right to receive a share of the profits
and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

 Code: 
 The
term “Code” shall mean the Internal Revenue Code of 1986, as amended. 
 Company: 

The term “Company” shall mean the Person named as the “Company” in the first paragraph of this Indenture until a
successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 
 Corporate Trust Office: 
 The term “Corporate
Trust Office,” or other similar term, shall mean the office of the Trustee at which at any particular time its corporate trust business in respect of this Indenture shall be administered, which office at the date hereof is located at 50 South
6th Street, Suite 1290, Minneapolis, Minnesota 55402,
Attn: Global Capital Markets, or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuers, or the principal corporate trust office of any successor Trustee (or such other address as such successor
Trustee may designate from time to time by notice to the Holders and the Issuers). 

  
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 Covenant Defeasance: 
 The term “Covenant Defeasance” shall have the meaning assigned to it in Section 12.03. 
 Currency: 
 The term “Currency” shall mean U.S. Dollars or Foreign
Currency. 
 Default: 
 The term “Default” shall have the meaning assigned to it in Section 11.03. 

Defaulted Interest: 
 The
term “Defaulted Interest” shall have the same meaning assigned to it in Section 3.08(b). 
 Depositary: 

The term “Depositary” shall mean, with respect to the Securities of any series issuable or issued in whole or in part in the
form of one or more Global Securities, each Person designated by the Issuers as Depositary for the Securities of such series pursuant to Section 3.01 until one or more successor Depositaries for the Securities of such series shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include, with respect to the Securities of such series, each Person who is then a Depositary hereunder with respect to the Securities
of such series. 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 each such Person as Depositary with respect to the Securities of that series or, as used
with respect to a particular Global Security, each such Person that is a Depositary for such Global Security. 
 Designated Currency:

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

Discharged: 
 The term
“Discharged” shall have the meaning assigned to it in Section 12.03. 
 Event of Default: 

The term “Event of Default” shall have the meaning specified in Section 7.01. 

Exchange Act: 
 The term
“Exchange Act” shall mean the United States Securities Exchange Act of 1934, and the rules and regulations promulgated by the SEC thereunder and any statute successor thereto, in each case as amended from time to time. 

  
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 Exchange Rate: 
 The term “Exchange Rate” shall have the meaning assigned to it in Section 7.01. 

Floating Rate Security: 

The term “Floating Rate Security” shall mean a Security that provides for the payment of interest at a variable rate determined
periodically by reference to an interest rate index specified pursuant to Section 3.01. 
 Foreign Currency: 

The term “Foreign Currency” shall mean a currency issued by the government of any country other than the United States or a
composite currency, the value of which is determined by reference to the values of the currencies of any group of countries. 
 GAAP:

 The term “GAAP,” with respect to any computations required or permitted hereunder, shall mean generally accepted
accounting principles in the United States as in effect from time to time. 
 Global Security: 

The term “Global Security” shall mean any Security that evidences all or part of a series of Securities, issued in
fully-registered certificated form to the Depositary for such series (or such Depositary’s nominee) in accordance with Section 3.03 and bearing the legend prescribed in Section 3.03(g) and any other legend required by the Depositary
for such series. 
 Holder; Holder of Securities: 
 The terms “Holder” and “Holder of Securities” are defined under “Securityholder; Holder of Securities; Holder.” 
 Indebtedness: 
 The term “Indebtedness” shall mean any and all
obligations of a Person for money borrowed which, in accordance with GAAP, would be reflected on the balance sheet of such Person as a liability on the date as of which Indebtedness is to be determined. 

Indenture: 
 The term
“Indenture” or “this Indenture” shall mean this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture,
respectively. The term “Indenture” shall also include the terms of 

  
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particular series of Securities established as contemplated by Section 3.01; provided, however, that if at any time more than one Person is acting as Trustee under this Indenture due to the
appointment of one or more separate Trustees for any one or more separate series of Securities, “Indenture” shall mean, with respect to such series of Securities for which any such Person is Trustee, this instrument as originally executed
or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities for which such Person is
Trustee established as contemplated by Section 3.01, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such person had become such Trustee, but to which such person, as such Trustee, was not a party; provided,
further that in the event that this Indenture is supplemented or amended by one or more indentures supplemental hereto which are only applicable to certain series of Securities, the term “Indenture” for a particular series of Securities
shall only include the supplemental indentures applicable thereto. 
 Individual Securities: 

The term “Individual Securities” shall have the meaning specified in Section 3.01(p). 

Interest: 
 The term
“interest” shall mean, unless the context otherwise requires, interest payable on any Securities, and with respect to an Original Issue Discount Security that by its terms bears interest only after Maturity, interest payable after
Maturity. 
 Interest Payment Date: 
 The term “Interest Payment Date” shall mean, with respect to any Security, the Stated Maturity of an installment of interest on such Security. 

Issuers: 
 The term
“Issuers” shall mean the Persons named as “Issuers” in the first paragraph of this Indenture until successor Persons shall have become such pursuant to the applicable provisions of this Indenture, and thereafter
“Issuers” shall mean such successor Persons. 
 Issuer Order: 

The term “Issuer Order” shall mean a written order signed in the names of the Issuers by the Chief Executive Officer, the
President, the Chief Financial Officer, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or Corporate Treasurer, any Assistant Treasurer or Assistant Corporate Treasurer, the Controller or Corporate Controller,
any Assistant Controller or Assistant Corporate Controller, the Secretary or any Assistant Secretary of such Issuer, and delivered to the Trustee. 

  
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 JCP: 
 The term “JCP” shall mean the Person named as “JCP” in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter “JCP” shall mean such successor Person. 
 Mandatory Sinking Fund Payment: 

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

Maturity: 
 The term
“Maturity,” with respect to any Security, shall mean the date on which the principal or an installment of principal of such Security shall become due and payable as therein and herein provided, whether by declaration of acceleration, call
for redemption or otherwise. 
 Members: 
 The term “Members” shall have the meaning assigned to it in Section 3.03(i). 

Officers’ Certificate: 
 The term “Officers’ Certificate” shall mean a certificate signed by any two of the Chief Executive Officer, the President, the Chief Financial Officer, any Executive Vice President, Senior
Vice President or Vice President, the Treasurer or Corporate Treasurer, any Assistant Treasurer or Assistant Corporate Treasurer, the Controller or Corporate Controller, any Assistant Controller or Assistant Corporate Controller, the Secretary or
any Assistant Secretary of each of the Issuers. Each such certificate shall include the statements provided for in Section 16.01 if and to the extent required by the provisions of such Section. 

Opinion of Counsel: 
 The
term “Opinion of Counsel” shall mean an opinion in writing signed by one or more legal counsel, who may be an employee of or counsel to an Issuer, or may be one or more other counsel that meets the requirements provided for in
Section 16.01, and which counsel is otherwise reasonably acceptable to the Trustee. 
 Optional Sinking Fund Payment: 

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

Original Issue Discount Security: 
 The term “Original Issue Discount Security” shall mean any Security that is issued with “original issue discount” within the meaning of Section 1273(a) of the Code and the
regulations thereunder, or any successor provision, and any other Security designated by the Issuers as issued with original issue discount for United States federal income tax purposes. 

  
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 Outstanding: 
 The term “Outstanding,” when used with respect to Securities means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

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

(b) Securities or portions thereof for the payment or redemption of which money in the necessary amount has been theretofore deposited
with the Trustee or any Paying Agent (other than the Issuers) in trust or set aside and segregated in trust by either or both of the Issuers (if either or both of the Issuers shall act as Paying Agent) for the Holders of such Securities (in each
case other than pursuant to Section 12.03); provided, however, that if such Securities or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made; 
 (c) Securities as to which the Issuers’ obligations have been Discharged pursuant to
Section 12.03 or as to which Covenant Defeasance has been effected pursuant to Section 12.03, except, in each case, to the extent provided in Section 12.03; and 
 (d) Securities that have been paid pursuant to Section 3.07(b) or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any
such Securities in respect of which there shall have been presented to a Responsible Officer of the Trustee proof satisfactory to it that such Securities are held by a protected purchaser in whose hands such Securities are valid obligations of the
Issuers; 
 provided, however, that in determining whether the Holders of the requisite principal amount of Securities of a series
Outstanding have given or made any request, demand, authorization, direction, notice, consent or waiver or performed any other action hereunder or are present for quorum purposes at any meeting of Securityholders, Securities owned by the Issuers or
any other obligor upon the Securities of such series or any Affiliate of the Issuers or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent, waiver or other action or in determining the presence of a quorum at a meeting of Securityholders, only Securities of such series that a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded. Securities so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act with respect to such
Securities and that the pledgee is not an Issuer or any other obligor upon such Securities or any Affiliate of the Issuers or of such other obligor. In determining whether the Holders of the requisite principal amount of Outstanding Securities of a
series have given or made any request, demand, authorization, direction, notice, consent or waiver or performed any other action hereunder or are present for quorum purposes at any meeting of Securityholders, the principal amount of an Original
Issue Discount Security that shall be deemed to be Outstanding for such purpose shall be the amount 

  
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of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 7.02 and the
principal amount of a Security denominated in a Foreign Currency that shall be deemed to be Outstanding for such purpose shall be the amount calculated pursuant to Section 3.11(b). 
 Paying Agent: 
 The term “Paying Agent” shall have the meaning
assigned to it in Section 6.02(a). 
 Person: 
 The term “Person” shall mean an individual, a corporation, a limited liability company, a partnership, an association, a joint stock company, a trust, an unincorporated organization or a
government or an agency or political subdivision thereof. 
 Place of Payment: 

The term “Place of Payment” shall mean, when used with respect to the Securities of any series, the place or places where the
principal of and premium, if any, and interest on the Securities of that series are payable as specified pursuant to Section 3.01. 

Predecessor Security: 

The term “Predecessor Security” shall mean, with respect to any Security, every previous Security evidencing all or a portion of
the same Indebtedness as that evidenced by such particular Security, and, for the purposes of this definition, any Security authenticated and delivered under Section 3.07 in lieu of a lost, destroyed or stolen Security shall be deemed to
evidence the same Indebtedness as the lost, destroyed or stolen Security. 
 Record Date: 

The term “Record Date” shall mean, with respect to any interest payable on any Security on any Interest Payment Date, the close
of business on any date specified in such Security for the payment of interest pursuant to Section 3.01. 
 Redemption Date:

 The term “Redemption Date” shall mean, when used with respect to any Security to be redeemed, in whole or in
part, the date fixed for such redemption by or pursuant to this Indenture and the terms of such Security, which, in the case of a Floating Rate Security, unless otherwise specified pursuant to Section 3.01, shall be an Interest Payment Date
only. 
 Redemption Price: 
 The term “Redemption Price,” when used with respect to any Security to be redeemed, in whole or in part, shall mean the price at which it is to be redeemed pursuant to the terms of the
applicable Security and this Indenture. 

  
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 Register: 
 The term “Register” shall have the meaning assigned to it in Section 3.05(a). 

Registrar: 
 The term
“Registrar” shall have the meaning assigned to it in Section 3.05(a). 
 Responsible Officer: 

The term “Responsible Officer” of the Trustee hereunder shall mean any vice president, any assistant vice president, any trust
officer, any assistant trust officer or any other officer associated with the corporate trust department of the Trustee customarily performing functions similar to those performed by any of the above designated officers, who shall have direct
responsibility for the administration of this Indenture, and also means, with respect to a particular corporate trust matter, any other officer of the Trustee to whom such matter is referred because of such person’s knowledge of and familiarity
with the particular subject. 
 SEC: 
 The term “SEC” shall mean the United States Securities and Exchange Commission, as constituted from time to time. 
 Securities Act: 
 The term “Securities Act” shall mean the United
States Securities Act of 1933 and the rules and regulations promulgated by the SEC thereunder and any statute successor thereto, in each case as amended from time to time. 
 Security: 
 The term “Security” or “Securities” shall
have the meaning stated in the recitals and shall more particularly mean one or more of the Securities duly authenticated by the Trustee and delivered pursuant to the provisions of this Indenture. 

Security Custodian: 
 The
term “Security Custodian” shall mean the custodian with respect to any Global Security appointed by the Depositary, or any successor Person thereto, and shall initially be the Paying Agent. 

Securityholder; Holder of Securities; Holder: 
 The term “Securityholder” or “Holder of Securities” or “Holder” shall mean the Person in whose name Securities shall be registered in the Register. 

  
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 Senior Indebtedness: 
 The term “Senior Indebtedness” means the principal of (and premium, if any) and unpaid interest on (x) Indebtedness of the Issuers, whether outstanding on the date hereof or thereafter
created, incurred, assumed or guaranteed, for money borrowed other than (a) any Indebtedness of any Issuer which when incurred, and without respect to any election under Section 1111(b) of the Federal Bankruptcy Code, was without recourse
to such Issuer, (b) any Indebtedness of an Issuer to any of its Subsidiaries, (c) Indebtedness to any employee of any Issuer, (d) any liability for taxes, (e) Trade Payables and (f) any Indebtedness of the Issuers which is
expressly subordinate in right of payment to any other Indebtedness of the Issuers, and (y) renewals, extensions, modifications and refundings of any such Indebtedness. For purposes of this definition of “Senior Indebtedness,” the
phrase “subordinated in right of payment” means debt subordination only and not lien subordination, and accordingly, (i) unsecured indebtedness shall not be deemed to be subordinated in right of payment to secured indebtedness merely
by virtue of the fact that it is unsecured, and (ii) junior liens, second liens and other contractual arrangements that provide for priorities among Holders of the same or different issues of indebtedness with respect to any collateral or the
proceeds of collateral shall not constitute subordination in right of payment. This definition may be modified or superseded by a supplemental indenture. 
 Special Record Date: 
 The term “Special Record Date” shall have
the meaning assigned to it in Section 3.08(b)(i). 
 Stated Maturity: 

The term “Stated Maturity” when used with respect to any Security or any installment of principal or interest thereon, shall
mean the date specified in such Security as the fixed date on which the principal (or any portion thereof) of or premium, if any, on such Security or such installment of principal or interest is due and payable. 

Subsidiary: 
 The term
“Subsidiary,” when used with respect to any Person, shall mean: 
 (a) any corporation, limited liability company,
association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’
agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, limited liability company, association or other business entity is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and 
 (b) any
partnership (i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (ii) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any
combination thereof). 

  
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 Successor Issuer: 
 The term “Successor Issuer” shall have the meaning assigned to it in Section 3.06(i). 
 Trade Payables: 
 The term “Trade Payables” means accounts payable
or any other Indebtedness or monetary obligations to trade creditors created or assumed by the Issuers or any Subsidiary of any Issuer in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities).

 Trust Indenture Act; TIA: 
 The term “Trust Indenture Act” or “TIA” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder as in effect on the date of this Indenture,
except as provided in Section 14.06 and except to the extent any amendment to the Trust Indenture Act expressly provides for application of the Trust Indenture Act as in effect on another date. 

Trustee: 
 The term
“Trustee” shall mean the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such with respect to one or more series of Securities pursuant to the applicable
provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series. 
 U.S. Dollars: 

The term “U.S. Dollars” shall mean such currency of the United States as at the time of payment shall be legal tender for the
payment of public and private debts. 
 U.S. Government Obligations: 

The term “U.S. Government Obligations” shall have the meaning assigned to it in Section 12.03. 

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

  
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 Wholly Owned Subsidiary: 
 The term “Wholly Owned Subsidiary,” when used with respect to any Person, shall mean: 
 (a) any corporation, limited liability company, association or other business entity of which 100% of the total voting power of shares (other than directors’ qualifying shares or an immaterial amount
of shares required to be owned by other Persons pursuant to applicable law) of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that
effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, limited liability company, association or other business entity is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and 
 (b) any partnership
(i) the sole general partner or the managing general partner of which is such Person or a Wholly Owned Subsidiary of such Person or (ii) the only general partners of which are that Person or one or more Wholly Owned Subsidiaries of that
Person (or any combination thereof). 
 ARTICLE II 

FORMS OF SECURITIES 
 Section 2.01 Terms of the Securities. 
 (a) The Securities of each
series shall be substantially in the form set forth in an Issuer Order or in one or more indentures supplemental hereto, and shall have such appropriate insertions, omissions, substitutions and other variations as are required or not prohibited by
this Indenture, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Issuers may deem appropriate and as are not prohibited by the provisions of this Indenture, or
as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange on which any series of the Securities may be listed or of any automated quotation system on
which any such series may be quoted, or to conform to usage, all as determined by the officers executing such Securities as conclusively evidenced by their execution of such Securities. 

(b) The terms and provisions of the Securities shall constitute, and are hereby expressly made, a part of this Indenture, and, to the
extent applicable, the Issuers and the Trustee, by their execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby. 
 Section 2.02 Form of Trustee’s Certificate of Authentication. 

(a) Only such of the Securities as shall bear thereon a certificate substantially in the form of the Trustee’s certificate of
authentication hereinafter recited, executed by the Trustee by manual signature, shall be valid or become obligatory for any purpose or entitle the Holder thereof to any right or benefit under this Indenture. 

(b) Each Security shall be dated the date of its authentication, except that any Global Security shall be dated as of the date specified
as contemplated in Section 3.01. 

  
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 (c) The form of the Trustee’s certificate of authentication to be borne by the
Securities shall be substantially as follows: 
 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

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

 

									
	Date of authentication:	 	  
	 		 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
					
		 		 		 	By:	 	  

		 		 		 		 	Authorized Signatory

 Section 2.03 Form of Trustee’s Certificate of Authentication by an Authenticating Agent.
If at any time there shall be an Authenticating Agent appointed with respect to any series of Securities, then the Trustee’s Certificate of Authentication by such Authenticating Agent to be borne by Securities of each such series shall be
substantially as follows: 
 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

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

 

									
	Date of authentication:	 	  
	 		 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
					
		 		 		 	By:	 	 [NAME OF AUTHENTICATING AGENT]

		 		 		 		 	as Authenticating Agent
					
		 		 		 	By:	 	  

		 		 		 		 	Authorized Signatory


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

(b) any limit upon the aggregate principal amount of the Securities of such series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 3.04, 3.06, 3.07, 4.06, or 14.05); 

(c) the dates on which or periods during which the Securities of such series may be issued, and the dates on, or the range of dates
within, which the principal of and premium, if any, on the Securities of such series are or may be payable or the method by which such date or dates shall be determined or extended; 

(d) the rate or rates at which the Securities of such series shall bear interest, if any, or the method by which such rate or rates shall
be determined, whether such interest shall be payable in cash or additional Securities of the same series or another class or series of securities or shall accrue and increase the aggregate principal amount outstanding of such series (including if
such Securities were originally issued at a discount), the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall be payable,
and the Record Dates for the determination of Holders to whom interest is payable on such Interest Payment Dates or the method by which such date or dates shall be determined, the right, if any, to extend or defer interest payments and the duration
of such extension or deferral; 
 (e) if other than U.S. Dollars, the Currency in which Securities of such series shall be
denominated or in which payment of the principal of, premium, if any, or interest on the Securities of such series shall be payable and any other terms concerning such payment; 

(f) if the amount of payment of principal of, premium, if any, or interest on the Securities of such series may be determined with
reference to an index, formula or other method, including, but not limited to, an index based on a Currency or Currencies other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;

 (g) if the principal of, premium, if any, or interest on Securities of such series are to be payable, at the election of the
Issuers or a Holder thereof, in a Currency other than that in which such Securities are denominated or stated to be payable without such election, the period or periods within which, and the terms and conditions upon which, such election may


  
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be made and the time and the manner of determining the exchange rate between the Currency in which such Securities are denominated or payable without such election and the Currency in which such
Securities are to be paid if such election is made; 
 (h) the place or places, if any, in addition to or instead of the
Corporate Trust Office of the Trustee where the principal of, premium, if any, and interest on Securities of such series shall be payable, and where Securities of such series may be presented for registration of transfer, exchange or conversion, and
the place or places where notices and demands to or upon the Issuers in respect of the Securities of such series may be made; 

(i) the price or prices at which, the period or periods within which or the date or dates on which, and the terms and conditions upon
which Securities of such series may be redeemed, in whole or in part, at the option of the Issuers, if the Issuers are to have that option; 
 (j) the obligation or right, if any, of the Issuers to redeem, purchase or repay Securities of such series pursuant to any sinking fund, amortization or analogous provisions or at the option of a Holder
thereof and the price or prices at which, the period or periods within which or the date or dates on which, the Currency or Currencies in which and the terms and conditions upon which Securities of such series shall be redeemed, purchased or repaid,
in whole or in part, pursuant to such obligation; 
 (k) if other than minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof, the denominations in which Securities of such series shall be issuable; 
 (l) if other than the
principal amount thereof, the portion of the principal amount of the Securities of such series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 7.02; 

(m) the guarantors, if any, of the Securities of such series, and the form and terms of the guarantees (including provisions relating to
seniority or subordination of such guarantees and the release of the guarantors), if any, of any payment or other obligations on such Securities and any additions or changes to this Indenture to permit or facilitate guarantees of such Securities;

 (n) whether the Securities of such series are to be issued as Original Issue Discount Securities and the amount of discount
with which such Securities may be issued; 
 (o) provisions, if any, for the defeasance of Securities of such series in whole or
in part and any addition to or change in the provisions related to satisfaction and discharge; 
 (p) whether the Securities of
such series are to be issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Security or Global Securities, and the terms and conditions, if any, upon which interests in such Global
Security or Global Securities may be exchanged in whole or in part for the individual securities represented thereby in definitive form registered in the name or names of Persons other than such Depositary or a nominee or nominees thereof
(“Individual Securities”); 

  
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 (q) the date as of which any Global Security of such series shall be dated if other than the
original issuance of the first Security of such series to be issued; 
 (r) the form of the Securities of such series;

 (s) if the Securities of such series are to be convertible into or exchangeable for any securities or property of any Person
(including the Issuers), the terms and conditions upon which such Securities will be so convertible or exchangeable, and any additions or changes to this Indenture, if any, to permit or facilitate such conversion or exchange; 

(t) whether the Securities of such series are subject to subordination and the terms of such subordination; 

(u) if any payment or other obligations on Securities of such series are to be secured by any property, the nature of such security and
provisions related thereto; 
 (v) any restriction or condition on the transferability of the Securities of such series;

 (w) any addition or change in the provisions related to compensation and reimbursement of the Trustee which applies to
Securities of such series; 
 (x) any addition or change in the provisions related to supplemental indentures set forth in
Sections 14.01, 14.02 and 14.04 which applies to Securities of such series; 
 (y) provisions, if any, granting special rights
to Holders of Securities of such series upon the occurrence of specified events; 
 (z) any addition to or change in the Events
of Default which applies to any Securities of such series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 7.02 and any addition
to or change in the provisions set forth in Article VII which applies to Securities of such series; 
 (aa) provisions, if any,
to permit or facilitate the issuance of Securities of such series in bearer form, registrable or not registrable as to principal and with or without interest coupons; 
 (bb) any addition to or change in the covenants set forth in Article VI which applies to Securities of such series; and 
 (cc) any other terms of the Securities of such series (which terms shall not be inconsistent with the provisions of the TIA, but may modify, amend, supplement or delete any of the terms of this Indenture
with respect to such series). 
 All Securities of any one series shall be substantially identical, except as to denomination and except as may
otherwise be provided herein or set forth in an Issuer Order or in one or more indentures supplemental hereto. 

  
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 Section 3.02 Denominations. In the absence of any specification pursuant to
Section 3.01 with respect to Securities of any series, the Securities of such series shall be issuable only as Securities in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof and shall be payable only in U.S.
Dollars. 
 Section 3.03 Execution, Authentication, Delivery and Dating. 

(a) The Securities shall be executed in the name and on behalf of each of the Issuers by the manual or facsimile signature of its Chief
Executive Officer, its President, its Chief Financial Officer, one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, its Controller or Corporate Controller, one of its Assistant Controllers or Assistant Corporate
Controllers, its Treasurer or Corporate Treasurer, one of its Assistant Treasurers or Assistant Corporate Treasurers, its General Counsel, its Secretary or one of its Assistant Secretaries. If the Person whose signature is on a Security no longer
holds that office at the time the Security is authenticated and delivered, the Security shall nevertheless be valid. 
 (b) At
any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers to the Trustee for authentication, together with an Issuer Order for the authentication and
delivery of such Securities and, if required pursuant to Section 3.01 with respect to the Securities of such series, a supplemental indenture or Issuer Order setting forth the terms of the Securities of such series. The Trustee shall thereupon
authenticate and deliver such Securities without any further action by the Issuers. The Issuer Order shall specify the amount of Securities to be authenticated and the date on which the original issue of such Securities is to be authenticated.

 (c) In authenticating the first Securities of any series and accepting the additional responsibilities under this Indenture
in relation to such Securities the Trustee shall receive, and (subject to Section 11.02) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel, each prepared in accordance with Section 16.01,
stating (i) that the conditions precedent, if any, provided for in this Indenture which relate to such authentication have been complied with and (ii) that the Securities constitute the valid, binding and enforceable obligations of the
Issuer according to the terms thereof. 
 (d) The Trustee shall have the right to decline to authenticate and deliver the
Securities under this Section 3.03 if the issue of the Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties, liabilities or immunities under the Securities and this Indenture. 

(e) Each Security shall be dated the date of its authentication, except as otherwise provided pursuant to Section 3.01 with respect
to the Securities of such series. 
 (f) Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if
all of the Securities of any series are not to be originally issued at the same time, then the documents required to be delivered pursuant to this Section 3.03 must be delivered only once prior to the authentication and delivery of the first
Security of such series; 
 (g) If the Issuers shall establish pursuant to Section 3.01 that the Securities of a series are
to be issued in whole or in part in the form of one or more Global Securities, then 

  
 18 









 
the Issuers shall execute and the Trustee, in accordance with the Issuer Order or indenture supplemental hereto establishing the terms of the Securities of such series, shall authenticate and
deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Securities, (ii) shall be registered,
if in registered form, in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or the applicable Security Custodian or pursuant to
such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect (or to such other effect as may be required by such Depositary): 
 “THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY
THE ISSUERS, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. 
 TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.” 
 The aggregate principal amount of each Global
Security may from time to time be increased or decreased by adjustments made on the records of the Security Custodian, as provided in this Indenture, or on a schedule to such Global Security. 

(h) Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its
designation and at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. 
 (i) Members of, or participants in, the Depositary (“Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the
Security Custodian under such Global Security, and the Depositary may be treated by the Issuers, the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee, the Paying Agent or the Registrar or any of their agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Members, the operation of customary practices of the Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Security. The Holder of a Global Security may grant
proxies and otherwise authorize any Person, including Members and Persons that may hold interests through Members, to take any action that a Holder is entitled to take under this Indenture or the Securities. 

(j) No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of 

  
 19 









 
authentication substantially in one of the forms provided for herein duly executed by the Trustee or by an Authenticating Agent by manual or facsimile signature of an authorized signatory of the
Trustee or Authenticating Agent, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

 Section 3.04 Temporary Securities. 
 (a) Pending the preparation of definitive Securities of any series, the Issuers may execute, and upon receipt by the Trustee of an Issuer Order the Trustee shall authenticate and deliver, temporary
Securities that are printed, lithographed, typewritten, mimeographed or otherwise reproduced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form and with such
appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such temporary Security may be in the form of one or
more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Issuers and shall be authenticated and delivered by the Trustee upon the same conditions and
in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issued. 
 (b) If temporary Securities of any series are issued, the Issuers will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities
of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such temporary Securities at the office or agency of the Issuers in a Place of Payment for such series, without
charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Issuers shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive
Securities of the same series of authorized denominations and of like tenor. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such
series. 
 (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the
Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the
principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed. 

Section 3.05 Registrar. 
 (a) The Issuers will keep, at an office or agency to be maintained by it in a Place of Payment where Securities may be presented for registration or presented and surrendered for registration of transfer
or of exchange, and where Securities of any series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable (the “Registrar”), a security register for the registration and the registration of
transfer or of exchange of the Securities (the registers maintained in such office and in any other office or agency of the 

  
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Issuers in a Place of Payment being herein sometimes collectively referred to as the “Register”), as in this Indenture provided, which Register shall at all reasonable times be open for
inspection by the Trustee. Such Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. The Issuers may have one or more co-Registrars; the term “Registrar” includes any
co-registrar. 
 (b) The Issuers shall enter into an appropriate agency agreement with any Registrar or co-Registrar not a party
to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of each such agent. If the Issuers fail to maintain a Registrar for any series,
the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 11.01. The Issuers or any Affiliate thereof may act as Registrar, co-Registrar or transfer agent. 

(c) The Issuers hereby appoint the Trustee at its Corporate Trust Office as Registrar in connection with the Securities and this
Indenture, until such time as another Person is appointed as such. 
 Section 3.06 Transfer and Exchange.

 (a) Transfer. 
 (i) Upon surrender for registration of transfer of any Security of any series at the Registrar the Issuers shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the
name of the designated transferee, one or more new Securities of the same series for like aggregate principal amount of any authorized denomination or denominations. The transfer of any Security shall not be valid as against the Issuers or the
Trustee unless registered at the Registrar at the request of the Holder, or at the request of his, her or its attorney duly authorized in writing. 
 (ii) Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the Individual Securities represented thereby, a Global Security representing all or a
portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. 
 (b)
Exchange. 
 (i) At the option of the Holder, Securities of any series (other than a Global Security,
except as set forth below) may be exchanged for other Securities of the same series for like aggregate principal amount of any authorized denomination or denominations, upon surrender of the Securities to be exchanged at the Registrar. 

(ii) Whenever any Securities are so surrendered for exchange, the Issuers shall execute, and the Trustee shall
authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. 

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

(A) the Security Custodian and Registrar shall notify the Issuers and the Trustee of such instructions, identifying the
owner and amount of such beneficial interest in such Global Security; 
 (B) the Issuers shall promptly execute
and the Trustee, upon receipt by the Trustee of an Issuer Order for the authentication and delivery of Individual Securities of such series, shall authenticate and deliver to such beneficial owner Individual Securities in an equivalent amount to
such beneficial interest in such Global Security; and 

  
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 (C) the Security Custodian and Registrar shall decrease such Global
Security by such amount in accordance with the foregoing. In the event that the Individual Securities are not issued to each such beneficial owner promptly after the Registrar has received a request from the Holder of a Global Security to issue such
Individual Securities, the Issuers expressly acknowledge, with respect to the right of any Holder to pursue a remedy pursuant to Section 7.07 hereof, the right of any beneficial owner of Securities to pursue such remedy with respect to the
portion of the Global Security that represents such beneficial owner’s Securities as if such Individual Securities had been issued. 
 (iii) If specified by the Issuers pursuant to Section 3.01 with respect to a series of Securities, the Depositary for such series of Securities may surrender a Global Security for such series of
Securities in exchange in whole or in part for Individual Securities of such series on such terms as are acceptable to the Issuers and such Depositary. Thereupon, the Issuers shall execute, and the Trustee shall authenticate and deliver, without
service charge, 
 (A) to each Person specified by such Depositary a new Individual Security or new Individual
Securities of the same series, of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and 

(B) to such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal
amount of the surrendered Global Security and the aggregate principal amount of Individual Securities delivered to Holders thereof. 
 (iv) In any exchange provided for in clauses (i) through (iii), the Issuers will execute and the Trustee will authenticate and deliver Individual Securities in registered form in authorized
denominations. 
 (v) Upon the exchange in full of a Global Security for Individual Securities, such Global
Security shall be canceled by the Trustee. Individual Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered. 

  
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 (d) All Securities issued upon any registration of transfer or exchange of Securities shall
be valid obligations of the Issuers evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered for such registration of transfer or exchange. 

(e) Every Security presented or surrendered for registration of transfer, or for exchange or payment shall (if so required by the
Issuers, the Trustee or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuers, the Trustee and the Registrar, duly executed by the Holder thereof or by such
Holder’s attorney duly authorized in writing. 
 (f) No service charge will be made for any registration of transfer or
exchange of Securities. The Issuers may require payment to be made to the Trustee of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than those expressly provided in this Indenture to be made at the Issuers’ own expense or without expense or charge to the Holders. 
 (g) Neither the Issuers nor the Registrar shall be required to (i) register, transfer or exchange Securities of any series during a period beginning at the opening of business 15 days before the day
of the transmission of a notice of redemption of Securities of such series selected for redemption under Section 4.03 and ending at the close of business on the day of such transmission, or (ii) register, transfer or exchange any Security
so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 
 (h)
Prior to the due presentation for registration of transfer or exchange of any Security, the Issuers, the Trustee, the Paying Agent, the Registrar, any co-Registrar or any of their agents shall deem and treat the Person in whose name a Security is
registered as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for all purposes whatsoever, and none of the Issuers, the Trustee, the Paying
Agent, the Registrar, any co-Registrar or any of their agents shall be affected by any notice to the contrary. 
 (i) In case a
successor Issuer (“Successor Issuer”) has executed an indenture supplemental hereto with the Trustee pursuant to Article XIV, any of the Securities authenticated or delivered pursuant to such transaction may, from time to time, at the
request of the Successor Issuer, be exchanged for other Securities executed in the name of the Successor Issuer with such changes in phraseology and form as may be appropriate, but otherwise identical to the Securities surrendered for such exchange
and of like principal amount; and the Trustee, upon receipt by the Trustee of an Issuer Order of the Successor Issuer, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any
time be authenticated and delivered in any new name of a Successor Issuer pursuant to this Section 3.06 in exchange or substitution for or upon registration of transfer of any Securities, such Successor Issuer, at the option of the Holders but
without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name. 

  
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 (j) Each Holder of a Security agrees to indemnify the Issuers and the Trustee against any
liability that may result from the transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities laws. 

(k) Neither the Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security other than to require delivery of such certificates and other documentation or evidence as are expressly
required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 

(l) Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depositary.

 Section 3.07 Mutilated, Destroyed, Lost and Stolen Securities. 

(a) If (i) any mutilated Security is surrendered to the Trustee at its Corporate Trust Office or (ii) the Issuers and the
Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Issuers and the Trustee security or indemnity satisfactory to them to save each of them and any Paying Agent harmless,
and neither the Issuers nor the Trustee receives notice that such Security has been acquired by a protected purchaser, then the Issuers shall execute and upon receipt by the Trustee of an Issuer Order the Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of the same series and of like tenor, form, terms and principal amount, bearing a number not contemporaneously outstanding, that neither gain nor loss
in interest shall result from such exchange or substitution. In every case, the applicant for a replacement Security shall furnish the Issuers and the Trustee such security or indemnity as may be required by them to save each of them harmless.

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

(e) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities. 

  
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 Section 3.08 Payment of Interest; Interest Rights Preserved. 

(a) Interest on any Security that is payable and is punctually paid or duly provided for on any Interest Payment Date shall be paid to
the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Record Date for such interest notwithstanding the cancellation of such Security upon any transfer or exchange subsequent to
the Record Date. Payment of interest on Securities shall be made at the Corporate Trust Office (except as otherwise specified pursuant to Section 3.01) or, at the option of the Issuers, by check mailed to the address of the Person entitled
thereto as such address shall appear in the Register or by wire transfer to an account designated by the Holder. 
 (b) Any
interest on any Security that is payable but is not punctually paid or duly provided for on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Record Date by
virtue of his, her or its having been such a Holder, and such Defaulted Interest may be paid by the Issuers, at their election in each case, as provided in clause (i) or (ii) below: 

(i) The Issuers may elect to make payment of any Defaulted Interest to the Persons in whose names such Securities (or
their respective Predecessor Securities) are registered at the close of business on a special record date for the payment of such Defaulted Interest (a “Special Record Date”), which shall be fixed in the following manner. The Issuers 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 Issuers shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest 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 Issuers shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 calendar days and not less than 10 calendar days prior to the date of the proposed payment and not less than
10 calendar days after the Issuers give to the Trustee the notice of the proposed payment. The Issuers shall promptly notify the Trustee of such Special Record Date and, in the name and at the expense of the Issuers, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to the Holders of such Securities not less than 10 calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been given as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to the following clause (ii). 
 (ii) The
Issuers may make payment of any Defaulted Interest on Securities in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Issuers to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 

  
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 (c) Subject to the provisions set forth herein relating to Record Dates, each Security
delivered pursuant to any provision of this Indenture in exchange or substitution for, or upon registration of transfer of, any other Security shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other
Security. 
 Section 3.09 Cancellation. Unless otherwise specified pursuant to Section 3.01 for Securities of
any series, all Securities surrendered for payment, redemption, registration of transfer or exchange or credit against any sinking fund or otherwise shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee for
cancellation and shall be promptly canceled by it and, if surrendered to the Trustee, shall be promptly canceled by it. The Issuers may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder that the Issuers may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. The Trustee shall dispose of all canceled Securities held by it in accordance with its then customary procedures and deliver a certificate of such disposal to the Issuers upon their
request therefor. The acquisition of any Securities by the Issuers shall not operate as a redemption or satisfaction of the Indebtedness represented thereby unless and until such Securities are surrendered to the Trustee for cancellation.

 Section 3.10 Computation of Interest. Except as otherwise specified pursuant to Section 3.01 for Securities
of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. 
 Section 3.11 Currency of Payments in Respect of Securities. 
 (a)
Except as otherwise specified pursuant to Section 3.01 for Securities of any series, payment of the principal of and premium, if any, and interest on Securities of such series will be made in U.S. Dollars. 

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

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

 Section 3.12 Judgments. The Issuers may provide pursuant to Section 3.01 for Securities of any series that
(a) the obligation, if any, of the Issuers to pay the principal of, premium, if any, and interest on the Securities of any series in a Foreign Currency or U.S. Dollars (the “Designated Currency”) as may be specified pursuant to
Section 3.01 is of the essence and agrees that, to the fullest extent possible under applicable law, judgments in respect of such Securities shall be given in the Designated Currency; (b) the obligation of the Issuers to make payments in
the Designated Currency of the principal of and premium, if any, and interest on such Securities shall, notwithstanding any payment in any other Currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount
in the Designated Currency that the Holder receiving such payment may, in accordance with normal banking procedures, purchase with the sum paid in such other Currency (after any premium and cost of exchange) on the business day in the country of
issue of the Designated Currency or in the international banking community (in the case of a composite currency) immediately following the day on which such Holder receives such payment; (c) if the amount in the Designated Currency that may be
so purchased for any reason falls short of the amount originally due, the Issuers shall pay such additional amounts as may be necessary to compensate for such shortfall; and (d) any obligation of the Issuers not discharged by such payment shall
be due as a separate and independent obligation and, until discharged as provided herein, shall continue in full force and effect. 
 Section 3.13 CUSIP Numbers. The Issuers in issuing any Securities of a series may use CUSIP numbers, ISINs or other similar numbers, if then generally in use, and thereafter, with respect to
such series, the Trustee may use such numbers in any notice (including any notice of redemption or exchange) with respect to such series provided that any such notice may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice and that reliance may be placed only on the other identification numbers printed on the Securities, and any such notice, redemption or exchange shall not be affected by any defect in
or omission of such numbers. The Issuers will notify the Trustee of any change in the CUSIP numbers, ISINs or other similar numbers with respect to any such series. 
 ARTICLE IV 
 REDEMPTION OF SECURITIES 

Section 4.01 Applicability of Right of Redemption. Redemption of Securities (other than pursuant to a sinking fund,
amortization or analogous provision) permitted by the terms of any series of Securities shall be made (except as otherwise specified pursuant to Section 3.01 for Securities of any series) in accordance with this Article; provided, however, that
if any such terms of a series of Securities shall conflict with any provision of this Article, the terms of such series shall govern. 

  
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 Section 4.02 Selection of Securities to be Redeemed. 

(a) If the Issuers shall at any time elect to redeem all or any portion of the Securities of a series then Outstanding, it shall at least
10 days prior to the date the notice must be sent to the Holders pursuant to Section 4.03(a) (unless a shorter period shall be satisfactory to the Trustee) notify the Trustee of such Redemption Date and of the principal amount of Securities to
be redeemed, and thereupon, if redemption is in part, the Trustee shall select, by lot or in such other manner as the Trustee shall deem appropriate, and subject to applicable procedures of the Depositary, and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series; provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. In any case where more than one Security of such series is registered in the same name, the Trustee may treat the aggregate principal amount so registered as if it were represented by one Security of such series. The
Trustee shall, as soon as practicable, notify the Issuers in writing of the Securities and portions of Securities so selected. 

(b) For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security that has been or is to be redeemed. If the Issuers shall so direct, Securities registered in the name of the
Issuers or any Affiliate or any Subsidiary thereof shall not be included in the Securities selected for redemption. 

Section 4.03 Notice of Redemption. 
 (a) Notice of redemption shall be given by the Issuers or, at the Issuers’ request, by the Trustee in the name and at the expense of the Issuers, not less than 30 nor more than 60 days prior to the
Redemption Date, to the Holders of Securities of any series to be redeemed in whole or in part pursuant to this Article, in the manner provided in Section 16.03. Any notice so given shall be conclusively presumed to have been duly given,
whether or not the Holder receives such notice. Failure to give such notice, or any defect in such notice to the Holder of any Security of a series designated for redemption, in whole or in part, shall not affect the sufficiency of any notice of
redemption with respect to the Holder of any other Security of such series. 
 (b) All notices of redemption shall identify the
Securities to be redeemed (including CUSIP numbers, ISINs or other similar numbers, if available) and shall state: 
 (i) such election by the Issuers to redeem Securities of such series pursuant to provisions contained in this Indenture or the terms of the Securities of such series or a supplemental indenture
establishing such series, if such be the case; 
 (ii) the Redemption Date; 

(iii) the Redemption Price or, if the Redemption Price is not then known, the manner of calculation thereof; 

  
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 (iv) if less than all Outstanding Securities of any series are to be
redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the Securities of such series to be redeemed; 
 (v) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed, and that, if applicable, interest thereon shall cease to accrue on and after said
date; 
 (vi) the Place or Places of Payment where such Securities are to be surrendered for payment of the
Redemption Price; 
 (vii) that the redemption is for a sinking fund, if such is the case; and 

(viii) that no representation is made as to the correctness or accuracy of the CUSIP number, ISIN or other similar
numbers, if any, listed in such notice or printed on the Securities. 
 Section 4.04 Deposit of Redemption Price. On
or prior to 11:00 a.m., New York City time, on the Redemption Date for any Securities, the Issuers shall deposit with the Trustee or with a Paying Agent (or, if either of both of the Issuers are acting as Paying Agent, segregate and hold in trust as
provided in Section 6.03) an amount of money in the Currency in which such Securities are denominated (except as provided pursuant to Section 3.01) sufficient to pay the Redemption Price of such Securities or any portions thereof that are
to be redeemed on that date. 
 Section 4.05 Securities Payable on Redemption Date. Notice of redemption having been
given as aforesaid, any Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price and from and after such date (unless the Issuers shall Default in the payment of the Redemption Price) such Securities
shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Issuers at the Redemption Price; provided, however, that (unless otherwise provided pursuant to
Section 3.01) installments of interest that have a Stated Maturity on or prior to the Redemption Date for such Securities shall be payable according to the terms of such Securities and the provisions of Section 3.08. 

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof and premium, if
any, thereon shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 

Section 4.06 Securities Redeemed in Part. Any Security that is to be redeemed only in part shall be surrendered at the
Corporate Trust Office or such other office or agency of the Issuers as is specified pursuant to Section 3.01 with, if the Issuers, the Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Issuers, the Registrar and the Trustee duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, and the Issuers shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge, a new Security or Securities of the same series, of like tenor and form, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the 

  
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unredeemed portion of the principal of the Security so surrendered; except that if a Global Security is so redeemed, the balance of such Global Security shall be reduced in accordance with the
Applicable Procedures. In the case of a Security providing appropriate space for such notation, at the option of the Holder thereof, the Trustee, in lieu of delivering a new Security or Securities as aforesaid, may make a notation on such Security
of the payment of the redeemed portion thereof. 
 ARTICLE V 

SINKING FUNDS 
 Section 5.01 Applicability of Sinking Fund. 
 (a) Redemption of
Securities permitted or required pursuant to a sinking fund for the retirement of Securities of a series by the terms of such series of Securities shall be made in accordance with such terms of such series of Securities and this Article, except as
otherwise specified pursuant to Section 3.01 for Securities of such series, provided, however, that if any such terms of a series of Securities shall conflict with any provision of this Article, the terms of such series shall govern.

 (b) The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred
to as a “Mandatory Sinking Fund Payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “Optional Sinking Fund Payment.” If provided for by the
terms of Securities of any series, the cash amount of any Mandatory Sinking Fund Payment may be subject to reduction as provided in Section 5.02. 
 Section 5.02 Mandatory Sinking Fund Obligation. The Issuers may, at their option, satisfy any Mandatory Sinking Fund Payment obligation, in whole or in part, with respect to a particular
series of Securities by (a) delivering to the Trustee Securities of such series in transferable form theretofore purchased or otherwise acquired by the Issuers or redeemed at the election of the Issuers pursuant to Section 4.03 or
(b) receiving credit for Securities of such series (not previously so credited) acquired by the Issuers and theretofore delivered to the Trustee. The Trustee shall credit such Mandatory Sinking Fund Payment obligation with an amount equal to
the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such Mandatory Sinking Fund Payment shall be reduced accordingly. If the Issuers shall elect to so satisfy any Mandatory Sinking
Fund Payment obligation, it shall deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date an Officers’ Certificate, which shall designate the Securities (and portions thereof, if any) so delivered or
credited and which shall be accompanied by such Securities (to the extent not theretofore delivered) in transferable form. In case of the failure of the Issuers, at or before the time so required, to give such notice and deliver such Securities the
Mandatory Sinking Fund Payment obligation shall be paid entirely in moneys. 
 Section 5.03 Optional Redemption at
Sinking Fund Redemption Price. In addition to the sinking fund requirements of Section 5.02, to the extent, if any, provided for by the terms of a particular series of Securities, the Issuers may, at their option, make an Optional Sinking
Fund Payment with respect to such Securities. Unless otherwise provided by such terms, (a) to the extent that the right of the Issuers to make such Optional Sinking Fund 

  
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Payment shall not be exercised in any year, it shall not be cumulative or carried forward to any subsequent year, and (b) such optional payment shall operate to reduce the amount of any
Mandatory Sinking Fund Payment obligation as to Securities of the same series. If the Issuers intend to exercise their right to make such optional payment in any year they shall deliver to the Trustee not less than 45 days (or such shorter period as
shall be satisfactory to the Trustee) prior to the relevant sinking fund payment date an Officers’ Certificate stating that the Issuers will exercise such optional right, and specifying the amount which the Issuers will pay on or before the
next succeeding sinking fund payment date. Such Officers’ Certificate shall also state that no Event of Default has occurred and is continuing. 
 Section 5.04 Application of Sinking Fund Payment. 
 (a) If the sinking
fund payment or payments made in funds pursuant to either Section 5.02 or 5.03 with respect to a particular series of Securities plus any unused balance of any preceding sinking fund payments made in funds with respect to such series shall
exceed $50,000 (or a lesser sum if the Issuers shall so request, or such equivalent sum for Securities denominated other than in U.S. Dollars), it shall be applied by the Trustee on the sinking fund payment date next following the date of such
payment, unless the date of such payment shall be a sinking fund payment date, in which case such payment shall be applied on such sinking fund payment date, to the redemption of Securities of such series at the redemption price specified pursuant
to Section 4.03(b). The Trustee shall select, in the manner provided in Section 4.02, for redemption on such sinking fund payment date, a sufficient principal amount of Securities of such series to absorb said funds, as nearly as may be,
and shall, at the expense and in the name of the Issuers, thereupon cause notice of redemption of the Securities to be given in substantially the manner provided in Section 4.03(a) for the redemption of Securities in part at the option of the
Issuers, except that the notice of redemption shall also state that the Securities are being redeemed for the sinking fund. Any sinking fund moneys not so applied by the Trustee to the redemption of Securities of such series shall be added to the
next sinking fund payment received in funds by the Trustee and, together with such payment, shall be applied in accordance with the provisions of this Section 5.04. Any and all sinking fund moneys held by the Trustee on the last sinking fund
payment date with respect to Securities of such series, and not held for the payment or redemption of particular Securities of such series, shall be applied by the Trustee to the payment of the principal of the Securities of such series at Maturity.

 (b) On or prior to each sinking fund payment date, the Issuers shall pay to the Trustee a sum equal to all interest accrued
to but not including the date fixed for redemption on Securities to be redeemed on such sinking fund payment date pursuant to this Section 5.04. 
 (c) The Trustee shall not redeem any Securities of a series with sinking fund moneys or give any notice of redemption of Securities of such series by operation of the sinking fund during the continuance
of a Default in payment of interest on any Securities of such series or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph) of which the Trustee has received written notice at the Corporate Trust
Office, except that if the notice of redemption of any Securities of such series shall theretofore have been given in accordance with the provisions hereof, the Trustee shall redeem such Securities if funds


  
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sufficient for that purpose shall be deposited with the Trustee in accordance with the terms of this Article. Except as aforesaid, any moneys in the sinking fund at the time any such Default or
Event of Default shall occur and any moneys thereafter paid into the sinking fund shall, during the continuance of such Default or Event of Default, be held as security for the payment of all the Securities of such series; provided, however, that in
case such Default or Event of Default shall have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date on which such moneys are required to be applied pursuant to the provisions of
this Section 5.04. 
 ARTICLE VI 
 PARTICULAR COVENANTS OF THE ISSUERS 
 The Issuers hereby covenant
and agree as follows: 
 Section 6.01 Payments of Securities. The Issuers will duly and punctually pay the principal
of and premium, if any, on each series of Securities, and the interest which shall have accrued thereon, at the dates and place and in the manner provided in the Securities and in this Indenture. 

Section 6.02 Paying Agent. 
 (a) The Issuers will maintain in each Place of Payment for any series of Securities, if any, an office or agency where Securities may be presented or surrendered for payment and where Securities of such
series may be surrendered for registration of transfer or exchange (the “Paying Agent”). The Issuers will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time
the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations and surrenders may be made or served at the Corporate Trust Office of the Trustee, and the
Issuers hereby appoint the Trustee as Paying Agent to receive all presentations and surrenders. 
 (b) The Issuers may also from
time to time designate different or additional offices or agencies where the Securities of any series may be presented or surrendered for any or all such purposes (in or outside of such Place of Payment), and may from time to time rescind any such
designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of their obligations described in the preceding paragraph. The Issuers will give prompt written notice to the Trustee of any such
additional designation or rescission of designation and of any change in the location of any such different or additional office or agency. The Issuers shall enter into an appropriate agency agreement with any Paying Agent not a party to this
Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of each such agent. Either or both of the Issuers or any Affiliate thereof may act as
Paying Agent. 
 Section 6.03 To Hold Payment in Trust. 

(a) If either or both of the Issuers or an Affiliate thereof shall at any time act as Paying Agent with respect to any series of
Securities, then, on or before the date on which 

  
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the principal of and premium, if any, or interest on any of the Securities of that series by their terms or as a result of the calling thereof for redemption shall become payable, such Issuer or
Issuers or such Affiliate will segregate and hold in trust for the benefit of the Holders of such Securities or the Trustee a sum sufficient to pay such principal and premium, if any, or interest which shall have so become payable until such sums
shall be paid to such Holders or otherwise disposed of as herein provided, and will notify the Trustee of its action or failure to act in that regard. Upon any proceeding under any federal bankruptcy laws with respect to either or both of the
Issuers or any Affiliate thereof, if either of both of the Issuers or such Affiliate is then acting as Paying Agent, the Trustee shall replace such Issuer, Issuers or such Affiliate as Paying Agent. 

(b) If the Issuers shall appoint, and at the time have, a Paying Agent for the payment of the principal of and premium, if any, or
interest on any series of Securities, then prior to 11:00 a.m., New York City time, on the date on which the principal of and premium, if any, or interest on any of the Securities of that series shall become payable as aforesaid, whether by their
terms or as a result of the calling thereof for redemption, the Issuers will deposit with such Paying Agent a sum sufficient to pay such principal and premium, if any, or interest, such sum to be held in trust for the benefit of the Holders of such
Securities or the Trustee, and (unless such Paying Agent is the Trustee), the Issuers or any other obligor of such Securities will promptly notify the Trustee of its payment or failure to make such payment. 

(c) If the Paying Agent shall be other than the Trustee, the Issuers will cause such Paying Agent to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 6.03, that such Paying Agent shall: 
 (i) hold all moneys held by it for the payment of the principal of and premium, if any, or interest on the Securities of that series in trust for the benefit of the Holders of such Securities until such
sums shall be paid to such Holders or otherwise disposed of as herein provided; 
 (ii) give to the Trustee
notice of any Default by the Issuers or any other obligor upon the Securities of that series in the making of any payment of the principal of and premium, if any, or interest on the Securities of that series; and 

(iii) at any time during the continuance of any such Default, upon the written request of the Trustee, pay to the Trustee
all sums so held in trust by such Paying Agent. 
 (d) Anything in this Section 6.03 to the contrary notwithstanding, the
Issuers may at any time, for the purpose of obtaining a release, satisfaction or discharge of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Issuers or by any Paying Agent other than the
Trustee as required by this Section 6.03, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuers or such Paying Agent. 

  
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 (e) Subject to applicable abandoned property law, any money deposited with the Trustee or
any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of and premium, if any, or interest on any Security of any series and remaining unclaimed for two years after such principal and premium, if any, or interest
has become due and payable shall be paid to the Issuers upon receipt by the Trustee of an Issuer Order along with any interest that has accumulated thereon as a result of such money being invested at the direction of the Issuers, or (if then held by
the Issuers) shall be discharged from such trust, and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuers for payment of such amounts without interest thereon, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent before being required to make any such repayment, may at the
expense of the Issuers cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuers. 

Section 6.04 Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with
respect to any series of Securities: 
 (a) Neither Issuer will consolidate with or merge into any other Person or sell, convey,
transfer or lease all or substantially all its assets to any other Person, unless (i) the Person formed by such consolidation or into which such Issuer is merged or to which such sale, conveyance, transfer or lease is made shall expressly
assume, by indenture supplemental hereto, executed and delivered by such Person prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest and
premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by
such Issuer; and (ii) immediately after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default shall have occurred and be continuing. Clause (ii) of the immediately-preceding sentence shall not apply
to (A) any sale, conveyance, transfer or lease between or among the either of the Issuers and one or more Wholly Owned Subsidiaries of such Issuer, (B) any merger of either of the Issuers into any Wholly Owned Subsidiary of such Issuer or
(C) any merger of either of the Issuer into an Affiliate of such Issuer solely for the purpose of such Issuer reincorporating or reorganizing in another jurisdiction. 
 (b) Upon any consolidation of either of the Issuers with or merger of either of the Issuers into any other Person, or any sale, conveyance, transfer or lease of all or substantially all of the assets of
either of the Issuers to any other Person, in accordance with this Section 6.04, the Person formed by such consolidation or into which such Issuer is merged or to which such sale, conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, such Issuer under this Indenture with the same effect as if such successor Person had been named as such Issuer herein, and thereafter, except in the case of a lease, the predecessor Issuer
shall be relieved of and discharged from all obligations and covenants under this Indenture and the Securities, and from time to time such Person may 

  
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exercise each and every right and power of such Issuer under this Indenture, in the name of such Issuer, or in its own name; and any act or proceeding by any provision of this Indenture required
or permitted to be done by such Issuer’s Board of Directors or any officer of such Issuer may be done with like force and effect by the like board or officer of any Person that shall at the time be the successor of such Issuer hereunder. In the
event of any such sale, conveyance or transfer, but not any such lease, such Issuer (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be relieved of and discharged from all
obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated. 

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

  
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 ARTICLE VII 
 REMEDIES OF TRUSTEE AND SECURITYHOLDERS 
 Section 7.01
Events of Default. Except where otherwise indicated by the context or where the term is otherwise defined for a specific purpose, the term “Event of Default” as used in this Indenture with respect to Securities of any series shall
mean one of the following described events unless it is either inapplicable to a particular series or it is specifically deleted or modified in the manner contemplated in Section 3.01: 

(a) the failure of the Issuers to pay any installment of interest on any Security of such series when and as the same shall become due
and payable, which failure shall have continued unremedied for a period of 30 days; 
 (b) the failure of the Issuers to pay the
principal of (and premium, if any, on) any Security of such series, when and as the same shall become due and payable, whether at Maturity as therein expressed, by call for redemption (otherwise than pursuant to a sinking fund), by declaration as
authorized by this Indenture or otherwise; 
 (c) the failure of the Issuers to pay a sinking fund installment, if any, when and
as the same shall become due and payable by the terms of a Security of such series, which failure shall have continued unremedied for a period of 30 days; 
 (d) the failure of the Issuers, subject to the provisions of Section 6.06, to perform any covenants or agreements contained in this Indenture (including any indenture supplemental hereto pursuant to
which the Securities of such series were issued as contemplated by Section 3.01) (other than a covenant or agreement which has been expressly included in this Indenture solely for the benefit of a series of Securities other than that series and
other than a covenant or agreement a default in the performance of which is elsewhere in this Section 7.01 specifically addressed), which failure shall not have been remedied, and without provision deemed to be adequate for the remedying
thereof having been made, for a period of 90 days after written notice shall have been given, by registered or certified mail, to the Issuers by the Trustee or shall have been given, by registered or certified mail, to the Issuers and the Trustee by
Holders of 25% or more in aggregate principal amount of the Securities of such series then Outstanding, specifying such failure, requiring such Issuer to remedy the same and stating (i) the facts underlying such event and (ii) that such notice is a
“Notice of Default” hereunder; 
 (e) the entry by a court having jurisdiction in the premises of a decree or order
for relief in respect of either of the Issuers in an involuntary case under the United States federal bankruptcy laws, as now or hereafter constituted, or any other applicable United States federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of such Issuer or of substantially all the property of such Issuer or ordering the winding-up or liquidation of
its affairs, which decree or order shall have remained unstayed and in effect for a period of 90 consecutive days; 
 (f) the
commencement by either of the Issuers of a voluntary case under the United States federal bankruptcy laws, as now or hereafter constituted, or any other applicable United States federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect, or the consent by either of the Issuers to the entry of an order for relief in an involuntary case under any such law, or the consent by either of the Issuers to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian or sequestrator (or similar official) of such Issuer or of substantially all the property of such Issuer 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 such Issuer in furtherance of any such action; or 

  
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 (g) the occurrence of any other Event of Default with respect to Securities of such series
as provided in Section 3.01. 
 Notwithstanding the foregoing provisions of this Section 7.01, if the principal or any
premium or interest on any Security is payable in Foreign Currency and such Foreign Currency is not available to the Issuers for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the
Issuers, the Issuers will be entitled to satisfy their obligations to Holders of the Securities by making such payment in U.S. Dollars in an amount equal to the equivalent in U.S. Dollars of the amount payable in such Foreign Currency, as determined
by the Issuers’ agent in accordance with Section 3.11(c) hereof by reference to the noon buying rate in The City of New York for cable transfers for such Foreign Currency (“Exchange Rate”), as such Exchange Rate is reported or
otherwise made available by the Federal Reserve Bank of New York on the date of such payment, or, if such rate is not then available, on the basis of the most recently available Exchange Rate, and any payment made under such circumstances in U.S.
Dollars where the required payment is in a Foreign Currency will not constitute an Event of Default under this Indenture. 

Section 7.02 Acceleration; Rescission and Annulment. 

(a) Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, if any one or more of the
above-described Events of Default (other than an Event of Default specified in Section 7.01(e) or 7.01(f)) shall happen with respect to Securities of any series at the time Outstanding, then, and in each and every such case, during the
continuance of any such Event of Default, the Trustee or the Holders of 25% or more in principal amount of the Securities of such series then Outstanding may declare the principal (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the terms of that series) of and all accrued but unpaid interest (if any) on all the Securities of such series then Outstanding to be due and payable immediately by a notice in
writing to the Issuers (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued but unpaid interest (if any) shall become immediately due and payable. If an Event of Default
specified in Section 7.01(e) or 7.01(f) occurs and is continuing with respect to Securities of any series at the time Outstanding, then, in every such case, the principal amount (or, if the Securities of that series are Original


  
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Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of and all accrued but unpaid interest (if any) on all of the Securities of such
series then Outstanding shall automatically, and without any declaration or any other action on the part of the Trustee or any Holder, become due and payable immediately. Upon payment of such amounts in the Currency in which such Securities are
denominated (subject to Section 7.01 and except as otherwise provided pursuant to Section 3.01), all obligations of the Issuers in respect of the payment of principal of and interest on the Securities of such series shall terminate.

 (b) The provisions of Section 7.02(a) are subject to the condition that, at any time after the principal of all the
Securities of such series, to which any one or more of the above-described Events of Default is applicable, shall have been so declared to be due and payable, and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter provided in this Article, the Event of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be
deemed to have been rescinded and annulled, if: 
 (i) the Issuers have paid or deposited with the Trustee or
Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.01 and except as otherwise provided pursuant to Section 3.01) sufficient to pay 

(A) all amounts owing the Trustee and any predecessor trustee hereunder under Section 11.01(a) (provided, however,
that all sums payable under this clause (A) shall be paid in U.S. Dollars); 
 (B) all arrears of interest,
if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in
such Securities); and 
 (C) the principal of and premium, if any, on any Securities of such series that have
become due otherwise than by such declaration of acceleration and interest thereon; and 
 (ii) every other
Default and Event of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided
in Section 7.06. 
 (c) No such rescission shall affect any subsequent Default or impair any right consequent thereon.

 (d) For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have
been accelerated and declared due and payable 

  
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pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities
shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of
such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities. 
 Section 7.03 Other Remedies. If either of the Issuers shall fail for a period of 30 days to pay any installment of interest on the Securities of any series or shall fail to pay the principal
of and premium, if any, on any of the Securities of such series when and as the same shall become due and payable, whether at Maturity, or by call for redemption (other than pursuant to the sinking fund), by declaration as authorized by this
Indenture, or otherwise, or shall fail for a period of 30 days to make any required sinking fund payment as to a series of Securities, then, except as otherwise provided as contemplated by Section 3.01 with respect to Securities of such series,
upon demand of the Trustee, the Issuers will pay to the Paying Agent for the benefit of the Holders of Securities of such series then Outstanding the whole amount which then shall have become due and payable on all the Securities of such series,
with interest on the overdue principal and premium, if any, and (so far as the same may be legally enforceable) on the overdue installments of interest at the rate borne by the Securities of such series, and all amounts owing the Trustee and any
predecessor trustee hereunder under Section 11.01(a). 
 In case the Issuers shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such
action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuers or any other obligor upon the Securities of such series, and collect the moneys adjudged or decreed to be payable out of the
property of the Issuers or any other obligor upon the Securities of such series, wherever situated, in the manner provided by law. Every recovery of judgment in any such action or other proceeding, subject to the payment to the Trustee of all
amounts owing the Trustee and any predecessor trustee hereunder under Section 11.01(a), shall be for the ratable benefit of the Holders of such series of Securities which shall be the subject of such action or proceeding. All rights of action
upon or under any of the Securities or this Indenture may be enforced by the Trustee without the possession of any of the Securities and without the production of any thereof at any trial or any proceeding relative thereto. 

Section 7.04 Trustee as Attorney-in-Fact. The Trustee is hereby appointed, and each and every Holder of the Securities, by
receiving and holding the same, shall be conclusively deemed to have appointed the Trustee, the true and lawful attorney-in-fact of such Holder, with authority to make or file (whether or not the Issuers shall be in Default in respect of the payment
of the principal of, or interest on, any of the Securities), in its own name and as trustee of an express trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation, bankruptcy, reorganization or other judicial
proceeding relative to the Issuers or any other obligor upon the Securities or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents and amendments of any
thereof, as may be necessary or advisable in order to have the claims of the Trustee and any 

  
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predecessor trustee hereunder and of the Holders of the Securities allowed in any such proceeding and to collect and receive any moneys or other property payable or deliverable on any such claim,
and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceeding any of the claims of the Trustee and any
predecessor trustee hereunder and of any of such Holders in respect of any of the Securities; and any receiver, assignee, trustee, custodian or debtor in any such proceeding is hereby authorized, and each and every taker or Holder of the Securities,
by receiving and holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, trustee, custodian or debtor, to make any such payment or delivery only to or on the order of the Trustee, and to pay to the Trustee any
amount due it and any predecessor trustee hereunder under Section 11.01(a); provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of
Securities, any plan of reorganization or readjustment affecting the Securities or the rights of any Holder thereof, or to authorize or empower the Trustee to vote in respect of the claim of any Holder of any Securities in any such proceeding;
provided further that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee. 

Section 7.05 Priorities. Any moneys or properties distributable in respect of the Issuers’ obligations under this
Indenture after an Event of Default or collected by the Trustee with respect to a series of Securities under this Article VII shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such moneys or
properties and, in the case of the distribution of such moneys or properties on account of the Securities of any series, upon presentation of the Securities of such series, and stamping thereon the payment, if only partially paid, and upon surrender
thereof, if fully paid: 
 First: To the payment of all amounts due to the Trustee and any predecessor trustee
hereunder under Section 11.01(a). 
 Second: Subject to Article XV, to the payment of the amounts then due
and unpaid for principal of and any premium and interest on the Outstanding Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due
and payable on such Outstanding Securities for principal and any premium and interest, respectively. 
 Any surplus then remaining shall be paid
to the Issuers or as directed by a court of competent jurisdiction. 
 Section 7.06 Control by Securityholders; Waiver
of Past Defaults. The Holders of a majority in principal amount of the Securities of any series at the time Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee hereunder, or of
exercising any trust or power hereby conferred upon the Trustee with respect to the Securities of such series, provided, however, that, subject to the provisions of Sections 11.01 and 11.02, the Trustee shall have the right to decline to follow any
such direction if the Trustee being advised by counsel determines that the action so directed may not lawfully be taken or would be unduly prejudicial to Holders not joining in such direction or would involve the 

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

  
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expenses, against any party litigant in such action, suit or proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however,
that the provisions of this Section 7.08 shall not apply to any action, suit or proceeding instituted by the Trustee or the Issuers, to any action, suit or proceeding instituted by any one or more Holders of Securities holding in the aggregate
more than 25% in principal amount of the Securities of any series Outstanding, or to any action, suit or proceeding instituted by any Holder of Securities of any series for the enforcement of the payment of the principal of or premium, if any, or
the interest on, any of the Securities of such series, on or after the respective due dates expressed in such Securities. 

Section 7.09 Remedies Cumulative. No remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities
of any series is intended to be exclusive of any other remedy or remedies, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.
No delay or omission of the Trustee or of any Holder of the Securities of any series to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power or shall be construed to be a waiver of any such
Default or Event of Default or an acquiescence therein; and every power and remedy given by this Article VII to the Trustee and to the Holders of Securities of any series, respectively, may be exercised from time to time and as often as may be
deemed expedient by the Trustee or by the Holders of Securities of such series, as the case may be. In case the Trustee or any Holder of Securities of any series shall have proceeded to enforce any right under this Indenture and the proceedings for
the enforcement thereof shall have been discontinued or abandoned because of waiver or for any other reason or shall have been adjudicated adversely to the Trustee or to such Holder of Securities, then and in every such case the Issuers, the Trustee
and the Holders of the Securities of such series shall severally and respectively be restored to their former positions and rights hereunder, and thereafter all rights, remedies and powers of the Trustee and the Holders of the Securities of such
series shall continue as though no such proceedings had been taken, except as to any matters so waived or adjudicated. 

ARTICLE VIII 
 CONCERNING THE SECURITYHOLDERS 
 Section 8.01 Evidence of
Action of Securityholders. Whenever in this Indenture it is provided that the Holders of a specified percentage or a majority in aggregate principal amount of the Securities or of any series of Securities may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the Holders of such specified percentage or majority have joined therein may be
evidenced by (a) any instrument or any number of instruments of similar tenor executed by Securityholders in person, by an agent or by a proxy appointed in writing, including through an electronic system for tabulating consents operated by the
Depositary for such series or otherwise (such action becoming effective, except as herein otherwise expressly provided, when such instruments or evidence of electronic consents are delivered to the Trustee and, where it is hereby expressly required,
to the Issuers), or (b) by the record of the Holders of Securities voting in favor thereof at any meeting of Securityholders duly called and held in accordance with the provisions of Article IX, or (c) by a combination of such instrument
or instruments and any such record of such a meeting of Securityholders. 

  
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 Section 8.02 Proof of Execution or Holding of Securities. Proof of the execution
of any instrument by a Securityholder or such Securityholder’s agent or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner: 

(a) The fact and date of the execution by any Person of any such instrument may be proved (i) by the certificate of any notary
public or other officer in any jurisdiction who, by the laws thereof, has power to take acknowledgments or proof of deeds to be recorded within such jurisdiction, that the Person who signed such instrument did acknowledge before such notary public
or other officer the execution thereof, or (ii) by the affidavit of a witness of such execution sworn to before any such notary or other officer. Where such execution is by a Person acting in other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his or her authority. 
 (b) The ownership of Securities of
any series shall be proved by the Register of such Securities or by a certificate of the Registrar for such series. 
 (c) The
record of any Holders’ meeting shall be proved in the manner provided in Section 9.06. 
 (d) If the Issuers shall
solicit from the Holders of Securities of any series any action, the Issuers may, at their option fix in advance a record date for the determination of Holders of Securities entitled to take such action, but the Issuers shall have no obligation to
do so. Any such record date shall be fixed at the Issuers’ discretion. If such a record date is fixed, such action may be sought or given before or after the record date, but only the Holders of Securities of record at the close of business on
such record date shall be deemed to be Holders of Securities for the purpose of determining whether Holders of the requisite proportion of Outstanding Securities of such series have authorized or agreed or consented to such action, and for that
purpose the Outstanding Securities of such series shall be computed as of such record date. 
 Section 8.03 Persons
Deemed Owners. 
 (a) The Issuers, the Trustee and any agent of the Issuers or the Trustee shall treat the Person in whose
name any Security is registered as the owner of such Security for the purpose of receiving payment of principal of and premium, if any, and (subject to Section 3.08) interest, if any, on, such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and none of the Issuers, the Trustee or any agent of the Issuers or the Trustee shall be affected by notice to the contrary. All payments made to the Holder of a Security, or upon such Holder’s order,
shall be valid, and, to the extent of the sum or sums paid, effectual to satisfy and discharge the liability for moneys payable upon such Security. 
 (b) None of the Issuers, the Trustee, any Paying Agent or the Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial
ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 

  
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 Section 8.04 Effect of Consents. After an amendment, supplement, waiver or other
action becomes effective as to any series of Securities, a consent to it by a Holder of such series of Securities is a continuing consent conclusive and binding upon such Holder and every subsequent Holder of the same Securities or portion thereof,
and of any Security issued upon the transfer thereof or in exchange therefor or in place thereof, even if notation of the consent is not made on any such Security. An amendment, supplement or waiver becomes effective in accordance with its terms and
thereafter binds every Holder. 
 ARTICLE IX 
 SECURITYHOLDERS’ MEETINGS 
 Section 9.01 Purposes of
Meetings. A meeting of Securityholders of any or all series may be called at any time and from time to time pursuant to the provisions of this Article IX for any of the following purposes: 

(a) to give any notice to the Issuers or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any
Default or Event of Default hereunder and its consequences, or to take any other action authorized to be taken by Securityholders pursuant to any of the provisions of Article VIII; 

(b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article XI; 

(c) to consent to the execution of an Indenture or of indentures supplemental hereto pursuant to the provisions of Section 14.02; or

 (d) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal
amount of the Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law. 
 Section 9.02 Call of Meetings by Trustee. The Trustee may at any time call a meeting of all Securityholders of all series that may be affected by the action proposed to be taken, to take any
action specified in Section 9.01, to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the Securityholders of a series, setting forth the time and the place of such meeting and in general terms
the action proposed to be taken at such meeting, shall be given to Holders of Securities of such series. Such notice shall be given not less than 20 nor more than 90 days prior to the date fixed for the meeting. 

Section 9.03 Call of Meetings by Issuers or Securityholders. In case at any time the Issuers or the Holders of at least 25%
in aggregate principal amount of the Securities of a series (or of all series, as the case may be) then Outstanding that may be affected by the action proposed to be taken, shall have requested the Trustee to call a meeting of Securityholders of
such series (or of all series), by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting within 20 days after receipt of such request, then
the Issuers or such Securityholders may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 9.01, by giving notice thereof as provided in Section 9.02. 

  
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 Section 9.04 Qualifications for Voting. To be entitled to vote at any meeting of
Securityholders, a Person shall (a) be a Holder of one or more Securities affected by the action proposed to be taken at the meeting or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more such
Securities. The only Persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any
representatives of the Issuers and their counsel. 
 Section 9.05 Regulation of Meetings. 

(a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Securityholders, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem fit. 
 (b) The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Issuers or by Securityholders as provided in Section 9.03, in which case the Issuers or the
Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chair. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. 

(c) At any meeting of Securityholders of a series, each Securityholder of such series or such Securityholder’s proxy shall be
entitled to one vote for each $1,000 principal amount of Securities of such series Outstanding held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities of such series held by him or her or instruments in writing as aforesaid duly
designating him or her as the Person to vote on behalf of other Securityholders. At any meeting of the Securityholders duly called pursuant to the provisions of Section 9.02 or 9.03 the presence of Persons holding or representing Securities in
an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum, and any such meeting may be adjourned from time to time by a majority of those
present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. 

Section 9.06 Voting. The vote upon any resolution submitted to any meeting of Securityholders of a series shall be by written
ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts of the Securities of such series held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast
at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting 

  
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and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts
setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 9.02. The record shall show the principal amounts of the Securities voting in favor of or against any resolution. The record shall
be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Issuers and the other to the Trustee to be preserved by the Trustee. 

Any record so signed and verified shall be conclusive evidence of the matters therein stated. 

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

 SECURITYHOLDERS’ LISTS 
 Section 10.01 Reports by Trustee. 
 (a) So long as any Securities are
outstanding, the Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided therein. If required by
Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each anniversary of the date of this Indenture, deliver to Holders a brief report which complies with the provisions of such Section 313(a). The Trustee
shall comply with the provisions of Section 313(b) of the Trust Indenture Act to the extent applicable. 
 (b) The Trustee
shall, at the time of the transmission to the Holders of Securities of any report pursuant to the provisions of this Section 10.01, file a copy of such report with each stock exchange upon which the Securities are listed, if any, and also with
the SEC in respect of a Security listed and registered on a national securities exchange, if any. The Issuers agree to notify the Trustee when, as and if the Securities become listed on any stock exchange or any delisting thereof. 

(c) The Issuers will reimburse the Trustee for all expenses incurred in the preparation and transmission of any report pursuant to the
provisions of this Section 10.01 and of Section 10.02. 
 Section 10.02 Reports by the Issuers. The
Issuers shall file with the Trustee and the SEC, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided in
the Trust Indenture Act; provided that, unless available on EDGAR (or any 

  
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successor system for the submission of documents to the SEC in electronic format), any such information, documents or reports required to be filed with the SEC pursuant to Section 13 or
15(d) of the Exchange Act shall be filed with the Trustee within 30 days after the same is filed with the SEC. 
 Delivery of
such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained
therein, including the Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 
 Section 10.03 Securityholders’ Lists. The Issuers covenant and agree that they will furnish or cause to be furnished to the Trustee: 

(a) semi-annually, within 15 days after each Record Date, but in any event not less frequently than semi-annually, a list in such form as
the Trustee may reasonably require of the names and addresses of the Holders of Securities to which such Record Date applies, as of such Record Date, and 
 (b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Issuers of any such request, a list of similar form and content as of a date not more than 15 days prior
to the time such list is furnished; 
 provided, however, that so long as the Trustee shall be the Registrar, such lists shall not be required
to be furnished. 
 ARTICLE XI 
 CONCERNING THE TRUSTEE 
 Section 11.01 Rights of Trustees;
Compensation and Indemnity. The Trustee accepts the trusts created by this Indenture upon the terms and conditions hereof, including the following, to all of which the parties hereto and the Holders from time to time of the Securities agree:

 (a) The Trustee shall be entitled to such compensation as the Issuers and the Trustee shall from time to time agree in
writing for all services rendered by it hereunder (including in any Agent capacity in which it acts). The compensation of the Trustee shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust. The
Issuers shall reimburse the Trustee promptly upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee (including the reasonable compensation, expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be attributable to its own negligence, bad faith or willful misconduct. 
 The Issuers also agree to indemnify each of the Trustee and any predecessor Trustee hereunder for, and to hold it harmless against, any and all loss, liability, damage, claim, or expense (including
attorneys fees and expenses) incurred without its own negligence, bad faith or willful misconduct, arising out of or in connection with the acceptance or administration of the 

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

  
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 (e) The Trustee, to the extent permitted by Section 11.02, may rely upon the
certificate of the Secretary or one of the Assistant Secretaries of each of the Issuers as to the adoption of any Board Resolution or resolution of the stockholders of such Issuer, and any request, direction, order or demand of such Issuer mentioned
herein shall be sufficiently evidenced by, and whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee may
rely upon, an Issuer Order or an Officers’ Certificate of the Issuers (unless other evidence in respect thereof be herein specifically prescribed). 
 (f) Subject to Section 11.04, the Trustee or any agent of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 310(b) and 311
of the Trust Indenture Act, may otherwise deal with the Issuers with the same rights it would have had if it were not the Trustee or such agent. 
 (g) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by
it hereunder except as otherwise agreed in writing with the Issuers. 
 (h) Any action taken by the Trustee pursuant to any
provision hereof at the request or with the consent of any Person who at the time is the Holder of any Security shall be conclusive and binding in respect of such Security upon all future Holders thereof or of any Security or Securities which may be
issued for or in lieu thereof in whole or in part, whether or not such Security shall have noted thereon the fact that such request or consent had been made or given. 
 (i) Subject to the provisions of Section 11.02, the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, debenture or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. 

(j) Subject to the provisions of Section 11.02, the Trustee shall not be under any obligation to exercise any of the rights or
powers vested in it by this Indenture (including, without limitation, instituting, conducting or defending any litigation), at the request, order or direction of any of the Holders of the Securities, pursuant to any provision of this Indenture,
unless one or more of the Holders of the Securities shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred by it therein or thereby. 

(k) Subject to the provisions of Section 11.02, the Trustee shall not be liable for any action taken or omitted by it in good faith
and believed by it to be authorized or within its discretion or within the rights or powers conferred upon it by this Indenture. 
 (l) Subject to the provisions of Section 11.02, the Trustee shall not be deemed to have knowledge or notice of any Default or Event of Default unless the Issuers or Holders of not less than 25% of
the Outstanding Securities notify the Trustee thereof and such notice refers to the facts underlying such event. 

  
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 (m) Subject to the provisions of the first paragraph of Section 11.02, the Trustee
shall not be bound to make any inquiry or investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture, note, other
evidence of Indebtedness or other paper or document. 
 (n) The rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

 (o) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the circumstances. 
 (p) The Trustee may request that each
of the Issuers deliver a certificate setting forth the names of individuals and titles of officers authorized at such time to take specified actions pursuant to this Indenture, provided that the Trustee reasonably believes that the last such
certificate received from such Issuer or currently on file is no longer accurate. 
 (q) 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. 
 Section 11.02 Duties of Trustee. 

(a) If one or more of the Events of Default specified in Section 7.01 with respect to the Securities of any series shall have
happened, then, during the continuance thereof, the Trustee shall, with respect to the Securities of such series, exercise such of the rights and powers vested in it by this Indenture, and shall use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

(b) None of the provisions of this Indenture shall be construed as relieving the Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that, notwithstanding anything in this Indenture to the contrary, 

  
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 (i) unless and until an Event of Default specified in Section 7.01 with
respect to the Securities of any series shall have happened which at the time is continuing, 
 (A) the Trustee
undertakes to perform such duties and only such duties with respect to the Securities of that series as are specifically set out in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee, whose
duties and obligations shall be determined solely by the express provisions of this Indenture; and 
 (B) the
Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on the part of the Trustee, upon certificates and opinions furnished to it pursuant to the express
provisions of this Indenture; but in the case of any such certificates or opinions which, by the provisions of this Indenture, are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein); 

(ii) the Trustee shall not be liable to any Holder of Securities or to any other Person for any error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and 

(iii) the Trustee shall not be liable to any Holder of Securities or to any other Person with respect to any action taken
or omitted to be taken by it in good faith, in accordance with the direction of Securityholders given as provided in Section 7.06, relating to the time, method and place of conducting any proceeding for any remedy available to it or exercising
any trust or power conferred upon it by this Indenture. 
 (c) None of the provisions of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise to incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 
 (d) Whether or
not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 11.02. 

  
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 Section 11.03 Notice of Defaults. Within 90 days after the occurrence thereof,
and if the Trustee has gained knowledge of any default hereunder with respect to the Securities through a notice which refers to the facts underlying such event, the Trustee shall give to the Holders of the Securities of a series notice of each
Default or Event of Default with respect to the Securities of such series known to the Trustee (provided that, with respect to any Default specified in Section 7.01(d), such notice shall not be given until at least 30 days after the occurrence
of such Default), by transmitting such notice to Holders at their addresses as the same shall then appear on the Register, unless such Default shall have been cured or waived before the giving of such notice (the term “Default” being
hereby defined to be the events specified in Section 7.01, which are, or after notice or lapse of time or both would become, Events of Default as defined in said Section). Except in the case of a Default or Event of Default in payment of the
principal of, premium, if any, or interest on any of the Securities of such series when and as the same shall become payable, or to make any mandatory sinking fund payment as to Securities of the same series, the Trustee shall be protected in
withholding such notice, if and so long as a Responsible Officer or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Holders of the Securities of such series. 

Section 11.04 Eligibility; Disqualification. 
 (a) The Trustee shall at all times satisfy the requirements of TIA Section 310(a). The Trustee shall have a combined capital and surplus of at least $50 million as set forth in its most recent
published annual report of condition, and shall have a Corporate Trust Office. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 11.04, it shall resign immediately in the manner and with the
effect hereinafter specified in this Article. 
 (b) The Trustee shall comply with TIA Section 310(b); provided, however,
that there shall be excluded from the operation of TIA Section 310(b)(i) any series of Securities under this Indenture and any indenture or indentures under which other securities or certificates of interest or participation in other securities
of the Issuers are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(i) are met. If the Trustee has or shall acquire a conflicting interest within the meaning of Section 310(b) of the Trust Indenture Act,
the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. If Section 310(b) of the Trust Indenture Act is amended any
time after the date of this Indenture to change the circumstances under which a Trustee shall be deemed to have a conflicting interest with respect to the Securities of any series or to change any of the definitions in connection therewith, this
Section 11.04 shall be automatically amended to incorporate such changes. 
 Section 11.05 Resignation and Notice;
Removal. The Trustee, or any successor to it hereafter appointed, may at any time resign and be discharged of the trusts hereby created with respect to any one or more or all series of Securities by giving to the Issuers notice in writing not
more than 30 days prior to the date of resignation set forth in such notice. Such resignation shall take effect upon the appointment of a successor Trustee and the acceptance of such appointment by such successor Trustee. Any Trustee hereunder may
be 

  
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removed with respect to any series of Securities at any time by the filing with such Trustee and the delivery to the Issuers of an instrument or instruments in writing signed by the Holders of a
majority in principal amount of the Securities of such series then Outstanding, specifying such removal and the date when it shall become effective. 
 If at any time: 
 (1) the Trustee shall fail to comply with the provisions of TIA
Section 310(b) after written request therefor by the Issuers or by any Holder who has been a bona fide Holder of a Security for at least six months (or, if it is a shorter period, the period since the initial issuance of the Securities of such
series), or 
 (2) the Trustee shall cease to be eligible under Section 11.04 and shall fail to resign after written
request therefor by the Issuers or by any Holder who has been a bona fide Holder of a Security for at least six months (or, if it is a shorter period, the period since the initial issuance of the Securities of such series), or 

(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 
 then, in any such case, (i) the Issuers by written notice to the Trustee may remove the Trustee and appoint a successor Trustee with respect to all Securities, or (ii) subject to TIA
Section 315(e), any Securityholder who has been a bona fide Holder of a Security for at least six months (or, if it is a shorter period, the period since the initial issuance of the Securities of such series) may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 

Upon its resignation or removal, any Trustee shall be entitled to the payment of reasonable compensation for the services rendered
hereunder by such Trustee and to the payment of all reasonable expenses incurred hereunder and all moneys then due to it hereunder. The Trustee’s rights to indemnification provided in Section 11.01(a) shall survive its resignation or
removal. 
 Section 11.06 Successor Trustee by Appointment. 

(a) In case at any time the Trustee shall resign, or shall be removed (unless the Trustee shall be removed as provided in
Section 11.05, in which event the vacancy shall be filled as provided in said subdivision), or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed,
or if any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation with respect to the Securities of one or more series, a successor Trustee with respect
to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to
the Securities of any series) may be appointed by the Holders of a majority in principal 

  
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amount of the Securities of that or those series then Outstanding, by an instrument or instruments in writing signed in duplicate by such Holders and filed, one original thereof with the Issuer
and the other with the successor Trustee; but, until a successor Trustee shall have been so appointed by the Holders of Securities of that or those series as herein authorized, the Issuer, or, in case all or substantially all the assets of the
Issuers shall be in the possession of one or more custodians or receivers lawfully appointed, or of trustees in bankruptcy or reorganization proceedings (including a trustee or trustees appointed under the provisions of the federal bankruptcy laws,
as now or hereafter constituted), or of assignees for the benefit of creditors, such receivers, custodians, trustees or assignees, as the case may be, by an instrument in writing, shall appoint a successor Trustee with respect to the Securities of
such series. Subject to the provisions of Sections 11.04 and 11.05, upon the appointment as aforesaid of a successor Trustee with respect to the Securities of any series, the Trustee with respect to the Securities of such series shall cease to be
Trustee hereunder. After any such appointment other than by the Holders of Securities of such series, the Person making such appointment shall forthwith cause notice thereof to be given to the Holders of Securities of such series, but any successor
Trustee with respect to the Securities of such series so appointed shall, immediately and without further act, be superseded by a successor Trustee appointed by the Holders of Securities of such series in the manner above prescribed, if such
appointment be made prior to the expiration of one year from the date of the giving of such notice by the Issuers, or by such receivers, trustees or assignees. 
 (b) If any Trustee with respect to the Securities of one or more series shall resign or be removed and a successor Trustee shall not within 30 days thereafter have been appointed by the Issuers or by the
Holders of the Securities of such series or if any successor Trustee so appointed shall not have accepted its appointment within 30 days after such appointment shall have been made, the resigning Trustee at the expense of the Issuers may apply to
any court of competent jurisdiction for the appointment of a successor Trustee. If in any other case a successor Trustee shall not be appointed pursuant to the foregoing provisions of this Section 11.06 within three months after such
appointment might have been made hereunder, the Holder of any Security of the applicable series or any retiring Trustee at the expense of the Issuers may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may
thereupon, in any such case, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. 
 (c) Any successor Trustee appointed hereunder with respect to the Securities of one or more series shall execute, acknowledge and deliver to its predecessor Trustee and to the Issuers, or to the
receivers, trustees, assignees or court appointing it, as the case may be, an instrument accepting such appointment hereunder, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the
authority, rights, powers, trusts, immunities, duties and obligations with respect to such series of such predecessor Trustee with like effect as if originally named as Trustee hereunder, and such predecessor Trustee, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to pay over, and such successor Trustee shall be entitled to receive, all moneys and properties held by such predecessor Trustee as Trustee hereunder, subject nevertheless to its lien
provided for in Section 11.01(a). Nevertheless, on the written request of the Issuers or of the successor Trustee or of the Holders of at least 10% in principal amount of the Securities of such series then Outstanding, such predecessor Trustee,
upon payment of its said charges and disbursements, shall execute and deliver an instrument transferring to such successor Trustee 

  
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upon the trusts herein expressed all the rights, powers and trusts of such predecessor Trustee and shall assign, transfer and deliver to the successor Trustee all moneys and properties held by
such predecessor Trustee, subject nevertheless to its lien provided for in Section 11.01(a); and, upon request of any such successor Trustee or the Issuers shall make, execute, acknowledge and deliver any and all instruments in writing for more
fully and effectually vesting in and confirming to such successor Trustee all such authority, rights, powers, trusts, immunities, duties and obligations. 
 Section 11.07 Successor Trustee by Merger. Any Person into which the Trustee or any successor to it in the trusts created by this Indenture shall be merged or converted, or any Person with
which it or any successor to it shall be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee or any such successor to it shall be a party, or any Person to which the Trustee or any successor to it
shall sell or otherwise transfer all or substantially all of the corporate trust business of the Trustee, shall be the successor Trustee under this Indenture without the execution or filing of any paper or any further act on the part of any of the
parties hereto; provided that such Person shall be otherwise qualified and eligible under this Article. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture with respect to one or more series of
Securities, any of such Securities shall have been authenticated but not delivered by the Trustee then in office, any successor to such Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee;
and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation. 

Section 11.08 Right to Rely on Officers’ Certificate. Subject to Section 11.02, and subject to the provisions of
Section 16.01 with respect to the certificates required thereby, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or
suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence, bad faith or willful misconduct on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers’ Certificate or an Issuer Order with respect thereto delivered to the Trustee, and such Officers’ Certificate or Issuer Order, in the absence of negligence, bad faith or willful misconduct on the part
of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof. 
 Section 11.09 Appointment of Authenticating Agent. The Trustee may appoint an agent (the “Authenticating Agent”) acceptable to the Issuers to authenticate the Securities, and the
Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Unless limited by the terms of such appointment, any such Authenticating Agent may
authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes 

  
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authentication by the Authenticating Agent. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. 
 Each Authenticating Agent shall at all times be a corporation organized and doing business and in
good standing under the laws of the United States, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Article
XI, 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 an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Article XI, it shall resign immediately in the manner and with the effect specified in this Article XI. 
 Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible
under this Article XI, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 
 An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuers. The Trustee may at any time terminate the agency of an Authenticating Agent by giving
written notice thereof to such Authenticating Agent and to the Issuers. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 11.09, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Issuers and shall give written notice of such appointment to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally
named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 11.09. 
 The Issuers agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 11.09. 

Section 11.10 Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

  
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 ARTICLE XII 
 SATISFACTION AND DISCHARGE; DEFEASANCE 
 Section 12.01
Applicability of Article. If, pursuant to Section 3.01, provision is made for the defeasance of Securities of a series and if the Securities of such series are denominated and payable only in U.S. Dollars (except as provided pursuant to
Section 3.01), then the provisions of this Article shall be applicable except as otherwise specified pursuant to Section 3.01 for Securities of such series. Defeasance provisions, if any, for Securities denominated in a Foreign Currency
may be specified pursuant to Section 3.01. 
 Section 12.02 Satisfaction and Discharge of Indenture. This
Indenture, with respect to the Securities of any series, shall, upon receipt by the Trustee of an Issuer Order, cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of such Securities herein
expressly provided for and rights to receive payments of principal of and premium, if any, and interest on such Securities), and the Trustee, at the expense of the Issuers, shall execute such instruments as may be reasonably requested by either of
the Issuers acknowledging satisfaction and discharge of this Indenture with respect to the Securities of such series, when: 

(a) either: 
 (i) all Securities of such series theretofore authenticated and delivered (other than (A) Securities that have been destroyed, lost or stolen and that have been replaced or paid as provided in
Section 3.07 and (B) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust, as provided in
Section 6.03) have been delivered to the Trustee for cancellation; or 
 (ii) all Securities of such series
not theretofore delivered to the Trustee for cancellation, 
 (A) have become due and payable, or 

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

(C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of
notice by the Trustee in the name, and at the expense, of the Issuers, 
 and the Issuers, in the case of (A), (B) or
(C) above, have deposited or caused to be deposited with the Trustee or Paying Agent as trust funds in trust for the purpose an 

  
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amount in the Currency in which such Securities are denominated (except as otherwise provided pursuant to Section 3.01) sufficient to pay and discharge the entire Indebtedness on such
Securities for principal and premium, if any, and interest to the date of such deposit (in the case of Securities that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 

(b) the Issuers have paid or caused to be paid all other sums payable hereunder by the Issuers with respect to the Securities of such
series; and 
 (c) the Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each
stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to 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 Issuers to the Trustee under Section 11.01 and, if money shall have
been deposited with the Trustee pursuant to clause (a)(ii) of this Section with respect to Securities of such series, the obligations of the Trustee with respect to the Securities of such series under Section 12.07 and paragraph (e) of
Section 6.03 shall survive. 
 Section 12.03 Discharge or Defeasance upon Deposit of Moneys or U.S. Government
Obligations. At the Issuers’ option, either (a) the Issuers shall be deemed to have been Discharged (as defined below) from their obligations with respect to Securities of any series on the first day after the applicable conditions set
forth below have been satisfied or (b) the Issuers shall cease to be under any obligation to comply with any term, provision or condition set forth in Section 6.04 and Section 10.02 with respect to Securities of any series (and, if so
specified pursuant to Section 3.01, any other covenant added for the benefit of such series pursuant to Section 3.01) at any time after the applicable conditions set forth below have been satisfied (the event described in this
clause (b) being referred to herein as “Covenant Defeasance”) (and such action or event under clause (a) or (b) of this paragraph in no circumstance may be construed as an Event of Default under Section 7.01):

 (i) the Issuers shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in
trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (A) money in an amount, or (B) U.S. Government Obligations (as defined below) that through the payment of
interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination of (A) and (B), sufficient to pay and discharge each
installment of principal (including any mandatory sinking fund payments) of and premium, if any, and interest on, the Outstanding Securities of such series on the dates such installments of interest or principal and premium are due (provided that,
if the amount of such deposit is determined by reference to a Redemption Date or Redemption Dates with respect to the Outstanding Securities of such series, the Issuers shall have given notice of such redemption in accordance with the terms of this
Indenture); 

  
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 (ii) no Default with respect to the Securities of such series shall have
occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds and the grant of any related liens to be applied to such deposit); and 

(iii) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities
of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of the Issuers’ exercise of their option under this Section and will be subject to federal income tax on the same amounts and in
the same manner and at the same times as would have been the case if such action had not been exercised and, in the case of the Securities of such series being Discharged accompanied by a ruling to that effect received from or published by the
United States Internal Revenue Service. 
 “Discharged” means that the Issuers shall be deemed to have paid and
discharged the entire Indebtedness represented by, and obligations under, the Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such series (and the Trustee, at the expense of the
Issuers, shall execute such instruments as may be reasonably requested by the Issuers acknowledging the same), except (x) the rights of Holders of Securities of such series to receive, from the trust fund described in clause (i) above,
payment of the principal of and premium, if any, and interest on such Securities when such payments are due, (y) the Issuers’ obligations with respect to Securities of such series under Sections 3.04, 3.06, 3.07, 6.02, 12.06 and 12.07 and
(z) the rights, powers, trusts, duties and immunities of the Trustee hereunder. Securities as to which the Issuers’ obligations have been Discharged pursuant to this Section 12.03 will thereafter be deemed to be Outstanding only for
the purposes of the sections of this Indenture referred to in clause (y) of the immediately-preceding sentence. 

“U.S. Government Obligations” means securities that are (I) direct obligations of the United States for the payment of
which its full faith and credit is pledged or (II) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the timely of payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States, that, in either case under clauses (I) or (II) are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank or trust company as
custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depositary receipt; provided that
(except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the
specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depositary receipt. 
 Covenant
Defeasance with respect to the Securities of any series means that the Issuers shall cease to be under any obligation to comply with, and shall have no liability in respect of, any term, provision or condition set forth in Section 6.04 and
Section 10.02 with respect to Securities of such series (and, if so specified pursuant to Section 3.01, any other covenant added for the benefit of such series pursuant to Section 3.01), whether directly or indirectly, by reason


  
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of any reference elsewhere herein to any such Section or any such other covenant or by reason of reference in any such Section or any such other covenant to any other provision herein or in any
other document, and such omission to comply shall not constitute a Default or an Event of Default. Securities of any series with respect to which Covenant Defeasance has been effected pursuant to this Section 12.03 shall thereafter be deemed to
be not Outstanding for the purposes of any request, demand, authorization, direction, notice, consent, waiver or other action of Holders (and the consequences of any thereof) in connection with any such Section or any such other covenant with
respect to the Securities of such series, but shall continue to be deemed to be Outstanding for all other purposes hereunder (it being understood that such Securities shall not be deemed outstanding for accounting purposes). 

Section 12.04 Repayment to Issuers. The Trustee and any Paying Agent shall promptly pay to the Issuers (or to their designee)
upon receipt by the Trustee of an Issuer Order any excess moneys or U.S. Government Obligations held by them at any time, including any such moneys or obligations held by the Trustee under any escrow trust agreement entered into pursuant to
Section 12.06. The provisions of the paragraph (e) of Section 6.03 shall apply to any money held by the Trustee or any Paying Agent under this Article that remains unclaimed for two years after the Maturity of any series of Securities
for which money or U.S. Government Obligations have been deposited pursuant to Section 12.03. 
 Section 12.05
Indemnity for U.S. Government Obligations. The Issuers shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the deposited U.S. Government Obligations or the principal or interest
received on such U.S. Government Obligations. 
 Section 12.06 Deposits to Be Held in Escrow. Any deposits with the
Trustee referred to in Section 12.03 above shall be irrevocable (except to the extent provided in Sections 12.04 and 12.07) and shall be made under the terms of an escrow trust agreement. If any Outstanding Securities of a series are to be
redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund requirement, the applicable escrow trust agreement shall provide therefor and the Issuers
shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers. The agreement shall provide that, upon satisfaction of any mandatory sinking fund
payment requirements, whether by deposit of moneys, application of proceeds of deposited U.S. Government Obligations or, if permitted, by delivery of Securities, the Trustee shall pay or deliver over to the Issuers as excess moneys pursuant to
Section 12.04 all funds or obligations then held under the agreement and allocable to the sinking fund payment requirements so satisfied. 
 If Securities of a series with respect to which such deposits are made may be subject to later redemption at the option of the Issuers or pursuant to optional sinking fund payments, the applicable escrow
trust agreement may, at the option of the Issuers, provide therefor. In the case of an optional redemption in whole or in part, such agreement shall require the Issuers to deposit with the Trustee on or before the date notice of redemption is given
funds sufficient to pay the Redemption Price of the Securities to be redeemed together with all unpaid interest thereon to the Redemption Date. Upon such deposit of funds, the Trustee shall pay or deliver over to the Issuers as excess funds pursuant
to Section 12.04 all funds or obligations then held under such 

  
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agreement and allocable to the Securities to be redeemed. In the case of exercise of optional sinking fund payment rights by the Issuers, such agreement shall, at the option of the Issuers,
provide that upon deposit by the Issuers with the Trustee of funds pursuant to such exercise the Trustee shall pay or deliver over to the Issuers as excess funds pursuant to Section 12.04 all funds or obligations then held under such agreement
for such series and allocable to the Securities to be redeemed. 
 Section 12.07 Application of Trust Money. Subject
to applicable abandoned property law: 
 (a) Neither the Trustee nor any other Paying Agent shall be required to pay interest on
any moneys deposited pursuant to the provisions of this Indenture, except such as it shall agree with the Issuers in writing to pay thereon. Any moneys so deposited for the payment of the principal of, or premium, if any, or interest on the
Securities of any series and remaining unclaimed for two years after the date of the maturity of the Securities of such series or the date fixed for the redemption of all the Securities of such series at the time outstanding, as the case may be,
shall be repaid by the Trustee or such other Paying Agent to the Issuers upon its written request and thereafter, anything in this Indenture to the contrary notwithstanding, any rights of the Holders of Securities of such series in respect of which
such moneys shall have been deposited shall be enforceable only against the Issuers, and all liability of the Trustee or such other Paying Agent with respect to such moneys shall thereafter cease. 

(b) Subject to the provisions of the foregoing paragraph, any moneys which at any time shall be deposited by the Issuers or on their
behalf with the Trustee or any other Paying Agent for the purpose of paying the principal of, premium, if any, and interest on any of the Securities shall be and are hereby assigned, transferred and set over to the Trustee or such other Paying Agent
in trust for the respective Holders of the Securities for the purpose for which such moneys shall have been deposited; but such moneys need not be segregated from other funds except to the extent required by law. 

Section 12.08 Deposits of Non-U.S. Currencies. Notwithstanding the foregoing provisions of this Article, if the Securities of
any series are payable in a Currency other than U.S. Dollars, the Currency or the nature of the government obligations to be deposited with the Trustee under the foregoing provisions of this Article shall be as set forth in the Issuer Order or
established in the supplemental indenture under which the Securities of such series are issued. 
 ARTICLE XIII

 IMMUNITY OF CERTAIN PERSONS 
 Section 13.01 No Personal Liability. No recourse shall be had for the payment of the principal of, or the premium, if any, or interest on, any Security or for any claim based thereon or
otherwise in respect thereof or of the Indebtedness represented thereby, or upon any obligation, covenant or agreement of this Indenture, against any incorporator, partner, stockholder, other equity holder, officer, director, employee or controlling
person, as such, past, present or future, of the Issuers or of any predecessor or successor entity, either directly or through the Issuers or any predecessor or successor entity, whether by virtue of any constitutional provision, statute or


  
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rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture and the Securities are solely obligations of the Issuers
as such, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, partner, stockholder, other equity holder, officer, director, employee or controlling person, as such, past, present or future, of the Issuers
or of any predecessor or successor entity, either directly or through the Issuers or any predecessor or successor entity, because of the incurring of the Indebtedness hereby authorized or under or by reason of any of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities, or to be implied herefrom or therefrom, and that all liability, if any, of that character against every such incorporator, partner, stockholder, other equity holder, officer,
director, employee or controlling person, as such, past, present or future, of the Issuers or of any predecessor or successor entity is, by the acceptance of the Securities by the Holders thereof and as a condition of, and as part of the
consideration for, the execution of this Indenture and the issue of the Securities, expressly waived and released. 
 ARTICLE
XIV 
 SUPPLEMENTAL INDENTURES 
 Section 14.01 Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Issuers and the Trustee, at
any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any one or more of or all the following purposes: 

(a) to add to the covenants and agreements of the Issuers, to be observed thereafter and during the period, if any, in such supplemental
indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of
fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon
the Issuers; 
 (b) to delete or modify any Events of Default with respect to all or any series of the Securities, the form and
terms of which are being established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such
Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith; 
 (c) to add to or change any of the provisions of this Indenture to provide, change or eliminate any restrictions on the payment of principal of or premium, if any, on Securities; provided that any such
action shall not adversely affect the interests of the Holders of Securities of any series in any material respect as determined by the Issuers; 
 (d) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created
prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; 

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

(f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to one or more series of
Securities and to add to or change any of the provisions of this Indenture as shall be necessary for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c);

 (g) to secure any series of Securities or to release any collateral or lien securing Securities of any series in accordance
with the terms of the Securities of such series; 
 (h) to evidence any changes to this Indenture pursuant to Sections 11.05,
11.06 or 11.07 hereof as permitted by the terms thereof; 
 (i) to cure any ambiguity or to correct or supplement any provision
contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the terms hereof, as amended and supplemented, that are
applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; 

(j) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments
to the Trust Indenture Act; 
 (k) to add guarantors or co-obligors with respect to any series of Securities or to release
guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; 
 (l) to
make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities, as determined by the Issuers; 
 (m) to provide for uncertificated securities in addition to certificated securities; 
 (n) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such
action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect; 
 (o) to prohibit the authentication and delivery of additional series of Securities; or 

  
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 (p) to establish the form and terms of Securities of any series as permitted in
Section 3.01, or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of
the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. 

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

Any supplemental indenture authorized by the provisions of this Section 14.01 may be executed by the Issuers and the Trustee without
the consent of the Holders of any of the Securities at the time Outstanding. 
 Section 14.02 With Consent of
Securityholders; Limitations. 
 (a) With the consent of the Holders (evidenced as provided in Article VIII) of a majority
in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture voting separately, the Issuers and the Trustee may, from time to time and at any time, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any provisions of this Indenture or of modifying in any manner the rights of the Holders of the Securities of such series to be affected;
provided, however, that, except as otherwise provided as contemplated by Section 3.01 with respect to the Securities of such series, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of each
such series affected thereby, 
 (i) extend the Stated Maturity of the principal of, or any installment of
interest on, any Security, or reduce the principal amount thereof or the interest thereon or any premium payable upon redemption thereof, or extend the Stated Maturity of, or change the place of payment where, or the Currency in which, the principal
of and premium, if any, or interest on such Security is denominated or payable, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 7.02, or impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or materially adversely affect the
economic terms of any right to convert or exchange any Security as may be provided pursuant to Section 3.01; or 
 (ii) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any supplemental indenture, or the consent of whose Holders is
required for any waiver of compliance with certain provisions of this Indenture or certain Defaults hereunder and their consequences provided for in this Indenture; or 

  
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 (iii) modify any of the provisions of this Section, Section 7.06 or
Section 6.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 6.06, or the deletion of this proviso, in
accordance with the requirements of Sections 11.06 and 14.01(f); or 
 (iv) modify, without the written consent
of the Trustee, the rights, duties, liabilities or immunities of the Trustee. 
 (b) A supplemental indenture that changes or
eliminates any provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities or which modifies the rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 
 (c) It shall not be necessary for the consent of the Securityholders under this Section 14.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such
consent shall approve the substance thereof. 
 (d) The Issuers may set a record date for purposes of determining the identity
of the Holders of each series of Securities entitled to give a written consent or waive compliance by the Issuers as authorized or permitted by this Section. Such record date shall not be more than 30 days prior to the first solicitation of such
consent or waiver or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation pursuant to Section 312 of the Trust Indenture Act. 
 (e) Promptly after the execution by the Issuers and the Trustee of any supplemental indenture pursuant to the provisions of this Section 14.02, the Issuers shall give a notice, setting forth in
general terms the substance of such supplemental indenture, to the Holders of Securities. Any failure of the Issuers to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental
indenture. 
 Section 14.03 Trustee Protected. Upon the request of the Issuers, accompanied by the Officers’
Certificate and Opinion of Counsel required by Section 16.01 and evidence reasonably satisfactory to the Trustee of consent of the Holders if the supplemental indenture is to be executed pursuant to Section 14.02, the Trustee shall join
with the Issuers in the execution of said supplemental indenture unless said supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into said supplemental indenture. The Trustee shall be fully protected in relying upon such Officers’ Certificate and Opinion of Counsel. 

Section 14.04 Effect of Execution of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the
provisions of this Article XIV, this Indenture shall be deemed to be modified and amended in accordance therewith and, except as herein otherwise 

  
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expressly provided, the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Trustee, the Issuers and the Holders of all of the
Securities or of the Securities of any series affected, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 
 Section 14.05 Notation on or Exchange of Securities. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in the form approved by the Issuers as to any matter provided for in such supplemental indenture. If the Issuers shall so determine, new Securities so modified as to conform, in the opinion of the Board of Directors of
each of the Issuers, to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed by the Issuers and authenticated and delivered by the Trustee in exchange for the Securities then Outstanding in
equal aggregate principal amounts, and such exchange shall be made without cost to the Holders of the Securities. 

Section 14.06 Conformity with TIA. Every supplemental indenture executed pursuant to the provisions of this Article shall
conform to the requirements of the Trust Indenture Act as then in effect. 
 ARTICLE XV 

SUBORDINATION OF SECURITIES 
 Section 15.01 Agreement to Subordinate. In the event a series of Securities is designated as subordinated pursuant to Section 3.01, and except as otherwise provided in an Issuer Order or
in one or more indentures supplemental hereto, the Issuers, for themselves, their successors and assigns, covenants and agrees, and each Holder of Securities of such series, whether upon original issue or upon transfer, assignment or exchange
thereof, by his, her or its acceptance thereof, likewise covenants and agrees, that the payment of the principal of (and premium, if any) and interest, if any, on each and all of the Securities of such series is hereby expressly subordinated, to the
extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness. In the event a series of Securities is not designated as subordinated pursuant to Section 3.01(t), this Article XV
shall have no effect upon the Securities of such series. 

  
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 Section 15.02 Distribution on Dissolution, Liquidation and Reorganization;
Subrogation of Securities. 
 (a) Subject to Section 15.01, upon any distribution of assets of the Issuers upon any
dissolution, winding up, liquidation or reorganization of the Issuers, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshaling of the assets and
liabilities of the Issuers or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders thereof with respect
to the Securities and the holders thereof by a lawful plan of reorganization under applicable bankruptcy law): 

(i) the holders of all Senior Indebtedness shall be entitled to receive payment in full of the principal thereof (and
premium, if any) and interest due thereon before the Holders of the Securities are entitled to receive any payment upon the principal (or premium, if any) or interest, if any, on Indebtedness evidenced by the Securities; and 

(ii) any payment or distribution of assets of the Issuers of any kind or character, whether in cash, property or
securities, to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XV shall be paid by the liquidation trustee or agent or other Person making such payment or distribution, whether a trustee
in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of
such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of (and premium, if any) and interest on the Senior Indebtedness held or represented by each, to the extent
necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and 

(iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuers of any kind
or character, whether in cash, property or securities prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full, such payment or distribution shall be paid over,
upon written notice to a Responsible Officer of the Trustee at its Corporate Trust Office, to the holder of such Senior Indebtedness or his, her or its representative or representatives or to the trustee or trustees under any indenture under which
any instrument evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, as calculated by the Issuers, for application to payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have
been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. 

(b) Subject to the payment in full of all Senior Indebtedness, the Holders of the Securities shall be subrogated to the rights of the
holders of Senior Indebtedness (to the extent that distributions otherwise payable to such holder have been applied to the payment of Senior Indebtedness) to receive payments or distributions of cash, property or securities of the Issuers applicable
to Senior Indebtedness until the principal of (and premium, if any) and interest, if any, on the Securities shall be paid in full and no such payments or distributions to the Holders of the Securities of cash, property or securities otherwise
distributable to the holders of Senior Indebtedness shall, as between the Issuers, their creditors other than the holders of Senior Indebtedness, and the Holders of the Securities be deemed to be a payment by the Issuers to or


  
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on account of the Securities. It is understood that the provisions of this Article XV are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities,
on the one hand, and the holders of the Senior Indebtedness, on the other hand. Nothing contained in this Article XV or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Issuers, their creditors other
than the holders of Senior Indebtedness, and the Holders of the Securities, the obligation of the Issuers, which is unconditional and absolute, to pay to the Holders of the Securities the principal of (and premium, if any) and interest, if any, on
the Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of the Securities and creditors of the Issuers other than the holders of Senior Indebtedness, nor shall
anything herein or in the Securities prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of
the holders of Senior Indebtedness in respect of cash, property or securities of the Issuers received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuers referred to in this Article XV, the Trustee,
subject to the provisions of Section 15.05, shall be entitled to conclusively rely upon a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereof and all other facts pertinent thereto or
to this Article XV. 
 Section 15.03 No Payment on Securities in Event of Default on Senior Indebtedness. Subject to
Section 15.01, no payment by the Issuers on account of principal (or premium, if any), sinking funds or interest, if any, on the Securities shall be made at any time if: (i) a default on Senior Indebtedness exists that permits the holders
of such Senior Indebtedness to accelerate its maturity and (ii) the default is the subject of judicial proceedings or the Issuers has received notice of such default. The Issuers may resume payments on the Securities when full payment of
amounts then due for principal (premium, if any), sinking funds and interest on Senior Indebtedness has been made or duly provided for in money or money’s worth. 
 In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 15.03, such payment shall be
held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests may appear, as calculated by the Issuers, but only to the extent that the holders of such Senior Indebtedness (or their representative or representatives or a trustee) notify the
Trustee in writing within 90 days of such payment of the amounts then due and owing on such Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Senior Indebtedness. 

Section 15.04 Payments on Securities Permitted. Subject to Section 15.01, nothing contained in this Indenture or in any
of the Securities shall (a) affect the obligation of the Issuers to make, or prevent the Issuers from making, at any time except as provided in Sections 15.02 and 15.03, payments of principal of (or premium, if any) or interest, if any, on the
Securities or (b) prevent the application by the Trustee of any moneys or assets deposited with it hereunder to the payment of or on account of the principal of (or premium, if any) or interest, if any, on the 

  
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Securities, unless a Responsible Officer of the Trustee shall have received at its Corporate Trust Office written notice of any fact prohibiting the making of such payment from the Issuers or
from the holder of any Senior Indebtedness or from the trustee for any such holder, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such trustee more than two Business Days prior to the
date fixed for such payment. 
 Section 15.05 Authorization of Securityholders to Trustee to Effect Subordination.
Subject to Section 15.01, each Holder of Securities by his acceptance thereof authorizes and directs the Trustee on his, her or its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in
this Article XV and appoints the Trustee his attorney-in-fact for any and all such purposes. 
 Section 15.06 Notices to
Trustee. The Issuers shall give prompt written notice to a Responsible Officer of the Trustee at its Corporate Trust Office of any fact known to the Issuers that would prohibit the making of any payment of moneys or assets to or by the Trustee
in respect of the Securities of any series pursuant to the provisions of this Article XV. Subject to Section 15.01, notwithstanding the provisions of this Article XV or any other provisions of this Indenture, neither the Trustee nor any Paying
Agent (other than either of both of the Issuers) shall be charged with knowledge of the existence of any Senior Indebtedness or of any fact which would prohibit the making of any payment of moneys or assets to or by the Trustee or such Paying Agent,
unless and until a Responsible Officer of the Trustee or such Paying Agent shall have received (in the case of a Responsible Officer of the Trustee, at the Corporate Trust Office of the Trustee) written notice thereof from the Issuers or from the
holder of any Senior Indebtedness or from the trustee for any such holder, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such trustee and, prior to the receipt of any such written
notice, the Trustee shall be entitled in all respects conclusively to presume that no such facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received the notice provided for in this Section 15.06 with
respect to any such moneys or assets within two Business Days prior to the date upon which by the terms hereof any such moneys or assets may become payable for any purpose (including, without limitation, the payment of either the principal (or
premium, if any) or interest, if any, on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys or assets and to apply the same to the purpose for which
they were received, and shall not be affected by any notice to the contrary which may be received by it within two Business Days prior to such date. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such a notice has been given by a holder of Senior Indebtedness or a trustee on behalf of any such holder. In the event that the
Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article XV and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. 

  
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 Section 15.07 Trustee as Holder of Senior Indebtedness. Subject to
Section 15.01, the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article XV in respect of any Senior Indebtedness at any time held by it to the same extent as any other holder of Senior Indebtedness
and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such holder. Nothing in this Article XV shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 7.05 or 11.01. 

Section 15.08 Modifications of Terms of Senior Indebtedness. Subject to Section 15.01, any renewal or extension of the
time of payment of any Senior Indebtedness or the exercise by the holders of Senior Indebtedness of any of their rights under any instrument creating or evidencing Senior Indebtedness, including, without limitation, the waiver of default thereunder,
may be made or done all without notice to or assent from the Holders of the Securities or the Trustee. No compromise, alteration, amendment, modification, extension, renewal or other change of, or waiver, consent or other action in respect of, any
liability or obligation under or in respect of, or of any of the terms, covenants or conditions of any indenture or other instrument under which any Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or not such release is in
accordance with the provisions of any applicable document, shall in any way alter or affect any of the provisions of this Article XV or of the Securities relating to the subordination thereof. 

Section 15.09 Reliance on Judicial Order or Certificate of Liquidating Agent. Subject to Section 15.01, upon any payment
or distribution of assets of the Issuers referred to in this Article XV, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of
creditors, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of
Senior Indebtedness and other indebtedness of the Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV. 

Section 15.10 Satisfaction and Discharge; Discharge and Covenant Defeasance. Subject to Section 15.01, amounts and U.S.
Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Article XII and not, at the time of such deposit, prohibited to be deposited under Sections 15.02 or 15.03 shall not be subject to this Article XV.

 Section 15.11 Trustee Not Fiduciary for Holders of Senior Indebtedness. With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or observe only such of its covenants and obligations as are specifically set forth in this Article XV, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall
be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness. The Trustee shall not be liable to any such holder if it shall pay over or distribute to or on behalf
of Holders of Securities or the Issuers, or any other Person, moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article XV or otherwise. 

  
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 ARTICLE XVI 
 MISCELLANEOUS PROVISIONS 
 Section 16.01 Certificates and
Opinions as to Conditions Precedent. 
 (a) Upon any request or application by the Issuers to the Trustee to take any action
under any of the provisions of this Indenture, the Issuers shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied
with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such document is specifically
required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. 
 (b) Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture (other than the
certificates provided pursuant to Section 6.05 of this Indenture) shall include (i) a statement that the Person giving such certificate or opinion has read such covenant or condition; (ii) a brief statement as to the nature and scope
of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the view or opinion of such Person, he or she has made such examination or investigation as
is necessary to enable such Person to express an informed view or opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the view or opinion of such Person, such condition
or covenant has been complied with. 
 (c) Any certificate, statement or opinion of an officer of an Issuer may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect
to the matters upon which his or her certificate, statement or opinion is based are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate, statement or opinion of, or
representations by, an officer or officers of an Issuer stating that the information with respect to such factual matters is in the possession of such Issuer, as applicable, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate, statement or opinion or representations with respect to such matters are erroneous. 
 (d) Any
certificate, statement or opinion of an officer of an Issuer or of counsel to an Issuer may be based, insofar as it relates to accounting matters, upon a certificate or opinion of, or representations by, an accountant or firm of accountants, unless
such officer or counsel, as the case may be, knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the accounting matters upon which his or her certificate, statement or opinion
may be based are erroneous. Any certificate or opinion of any firm of independent registered public accountants filed with the Trustee shall contain a statement that such firm is independent. 

  
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 (e) In any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 

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

Section 16.02 Trust Indenture Act Controls. If and to the extent that any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by, or another provision included in this Indenture which is required to be included in this Indenture by any of the provisions of Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or
incorporated provision shall control. 
 Section 16.03 Notices; Waiver of Notice. 

(a) Any notice, demand or other communication authorized by this Indenture to be made upon, given or furnished to, or filed with the
Issuers or the Trustee shall be sufficiently made, given, furnished or filed for all purposes if it shall be in writing and mailed, delivered or telefaxed (or, in the case of such notice, demand or other communication by the Issuers to the Trustee,
sent in accordance with Section 16.03(a)(ii)): 
 (i) in the case of such notice, demand or other
communication to be made upon, given or furnished to, or filed with the Issuers, to the Issuers at 6501 Legacy Drive, Plano, Texas 75024, Attention: Executive Vice President, General Counsel and Secretary, Facsimile No.: [—], or at such other address or facsimile number as the Issuers may designate from time to time by notice to the Trustee; and 

(ii) in the case of such notice, demand or other communication to be made upon, given or furnished
to, or filed with the Trustee, at the Corporate Trust Office of the Trustee, Attention: Global Capital Markets, 50 South
6th Street, Suite 1290, Minneapolis, Minnesota 55402,
Facsimile No.: (612) 217-5651, (or such other facsimile number as the Trustee may designate from time to time by notice to the Issuers). 

Any such notice, demand or other communication shall be in the English language. 

(b) Any notice or other communication required or permitted to be given to Securityholders shall be sufficiently given (unless otherwise
herein expressly provided): 
 (i) if given in writing by first class mail, postage prepaid, to such Holders at
their addresses as the same shall appear on the Register; provided, that in the event of suspension of regular mail service or by reason of any other cause it shall be impracticable to give notice by mail, then such notification as shall be
given with the approval of the Issuers shall constitute sufficient notice for every purpose hereunder; or 
 (ii)
in the case of any Holder of a Global Security, if transmitted to the Depositary for such Security (or its designee) in accordance with the applicable procedures of such Depositary. 

  
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 (c) Where this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance on such waiver. In any case where notice to Holders is given by mail; neither the failure to mail such notice nor any defect in any notice so mailed to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders, and any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given. In any case where notice to Holders is given by publication, any defect in
any notice so published as to any particular Holder shall not affect the sufficiency of such notice with respect to other Holders, and any notice that is published in the manner herein provided shall be conclusively presumed to have been duly given.

 Section 16.04 No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another
indenture, loan agreement or debt agreement of the Issuers or any Affiliate of the Issuers. Any such indenture, loan agreement or debt agreement may not be used to interpret this Indenture. 

Section 16.05 Legal Holiday. Unless otherwise specified pursuant to Section 3.01, in any case where any Interest Payment
Date, Redemption Date or Maturity of any Security of any series shall not be a Business Day at any Place of Payment for the Securities of that series, then payment of principal and premium, if any, or interest need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on such Interest Payment Date, Redemption Date or Maturity and no interest shall accrue on such payment for
the period from and after such Interest Payment Date, Redemption Date or Maturity, as the case may be, to such Business Day if such payment is made or duly provided for on such Business Day. 

Section 16.06 Effects of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof. 
 Section 16.07 Successors and Assigns. All
covenants and agreements in this Indenture by the parties hereto shall bind their respective successors and assigns and inure to the benefit of their permitted successors and assigns, whether so expressed or not. 

Section 16.08 Separability Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

  
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 Section 16.09 Benefits of Indenture. Nothing in this Indenture expressed and
nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or to give to, any Person other than the parties hereto and their successors and the Holders of the Securities any benefit or any
right, remedy or claim under or by reason of this Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all covenants, conditions, stipulations, promises and agreements in this Indenture contained shall be for the sole
and exclusive benefit of the parties hereto and their successors and of the Holders of the Securities. 
 Section 16.10
Counterparts Originals. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The
exchange of copies of this Indenture and of signature pages by facsimile transmission or by transmission as a PDF e-mail attachment shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu
of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF e-mail attachment shall be deemed to be their original signatures for all purposes. 

Section 16.11 Governing Law; Waiver of Trial by Jury. This Indenture and the Securities shall be deemed to be contracts made
under the law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law of said State. 
 EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE. 
 [Signature page follows.]


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

			
	J. C. PENNEY CORPORATION, INC.,
	as obligor
		
	By:	 	  

		 	Name:
		 	Title:
	
	J. C. PENNEY COMPANY, INC.,
	as obligor
		
	By:	 	  

		 	Name:
		 	Title:
	
	 WILMINGTON TRUST, NATIONAL ASSOCIATION,
 as Trustee

		
	By:	 	  

		 	Name:
		 	Title: