Senior Debt Indenture, dated as of March 2, 2012



 Exhibit 4.1 

 
  
 THE INTERPUBLIC GROUP OF COMPANIES, INC. 
 and 

U.S. BANK NATIONAL ASSOCIATION 
 Trustee 
  

 
 Senior Debt
Indenture 
 Dated as of March 2, 2012 

 
  

 
  







 TABLE OF CONTENTS 

 

							
	 ARTICLE 1
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	   

  

			
	 Section 1.01.
	  	 Definitions
	  	 	1	  
			
	 Section 1.02.
	  	 Compliance Certificates and Opinions
	  	 	11	  
			
	 Section 1.03.
	  	 Form of Documents Delivered to Trustee
	  	 	12	  
			
	 Section 1.04.
	  	 Acts of Holders
	  	 	12	  
			
	 Section 1.05.
	  	 Notices, Etc., to Trustee and Company
	  	 	14	  
			
	 Section 1.06.
	  	 Notice to Holders; Waiver
	  	 	15	  
			
	 Section 1.07.
	  	 Conflict with Trust Indenture Act
	  	 	15	  
			
	 Section 1.08.
	  	 Effect of Headings and Table of Contents
	  	 	15	  
			
	 Section 1.09.
	  	 Successors and Assigns
	  	 	15	  
			
	 Section 1.10.
	  	 Separability Clause
	  	 	15	  
			
	 Section 1.11.
	  	 Benefits of Indenture
	  	 	15	  
			
	 Section 1.12.
	  	 Governing Law
	  	 	16	  
			
	 Section 1.13.
	  	 Legal Holidays
	  	 	16	  
			
	 Section 1.14.
	  	 No Recourse Against Others
	  	 	16	  
			
	 Section 1.15.
	  	 Judgment Currency
	  	 	16	  
			
	 Section 1.16.
	  	 Counterparts
	  	 	17	  
			
	 Section 1.17.
	  	 Waiver of Jury Trial
	  	 	17	  
	
	 ARTICLE 2
 THE SECURITIES
	   

  

			
	 Section 2.01.
	  	 Amount Unlimited; Issuable in Series
	  	 	17	  
			
	 Section 2.02.
	  	 Forms Generally
	  	 	19	  
			
	 Section 2.03.
	  	 Denominations
	  	 	20	  
			
	 Section 2.04.
	  	 Execution, Authentication, Delivery and Dating
	  	 	20	  
			
	 Section 2.05.
	  	 Temporary Securities
	  	 	22	  
			
	 Section 2.06.
	  	 Registration, Registration of Transfer and Exchange
	  	 	22	  
			
	 Section 2.07.
	  	 Mutilated, Destroyed, Lost and Stolen Securities
	  	 	25	  
			
	 Section 2.08.
	  	 Payment of Interest; Interest Rights Preserved
	  	 	25	  
			
	 Section 2.09.
	  	 Persons Deemed Owners
	  	 	26	  
			
	 Section 2.10.
	  	 Cancellation
	  	 	27	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 Section 2.11.
	  	 Computation of Interest
	  	 	27	  
			
	 Section 2.12.
	  	 CUSIP Number
	  	 	27	  
			
	 Section 2.13.
	  	 Wire Transfers
	  	 	27	  
			
	 Section 2.14.
	  	 Original Issue Discount
	  	 	27	  
	
	 ARTICLE 3
 SATISFACTION AND DISCHARGE
	   

  

			
	 Section 3.01.
	  	 Satisfaction and Discharge of Indenture
	  	 	28	  
			
	 Section 3.02.
	  	 Application of Trust Money
	  	 	28	  
	
	 ARTICLE 4
 REMEDIES
	   

  

			
	 Section 4.01.
	  	 Events of Default
	  	 	29	  
			
	 Section 4.02.
	  	 Acceleration of Maturity; Rescission and Annulment
	  	 	30	  
			
	 Section 4.03.
	  	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	 	31	  
			
	 Section 4.04.
	  	 Trustee May File Proofs of Claim
	  	 	32	  
			
	 Section 4.05.
	  	 Trustee May Enforce Claims Without Possession of Securities
	  	 	33	  
			
	 Section 4.06.
	  	 Application of Money Collected
	  	 	33	  
			
	 Section 4.07.
	  	 Limitation on Suits
	  	 	33	  
			
	 Section 4.08.
	  	 Unconditional Right of Holders to Receive Principal, Premium and Interest
	  	 	34	  
			
	 Section 4.09.
	  	 Restoration of Rights and Remedies
	  	 	34	  
			
	 Section 4.10.
	  	 Rights and Remedies Cumulative
	  	 	34	  
			
	 Section 4.11.
	  	 Delay or Omission Not Waiver
	  	 	34	  
			
	 Section 4.12.
	  	 Control by Holders
	  	 	35	  
			
	 Section 4.13.
	  	 Waiver of Past Defaults
	  	 	35	  
			
	 Section 4.14.
	  	 Undertaking for Costs
	  	 	35	  
	
	 ARTICLE 5
 THE TRUSTEE
	   

  

			
	 Section 5.01.
	  	 Certain Duties and Responsibilities of the Trustee
	  	 	36	  
			
	 Section 5.02.
	  	 Notice of Defaults
	  	 	36	  
			
	 Section 5.03.
	  	 Certain Rights of Trustee
	  	 	36	  
			
	 Section 5.04.
	  	 Not Responsible for Recitals or Issuance of Securities
	  	 	38	  
			
	 Section 5.05.
	  	 May Hold Securities
	  	 	38	  
			
	 Section 5.06.
	  	 Money Held in Trust
	  	 	38	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 Section 5.07.
	  	 Compensation and Reimbursement
	  	 	38	  
			
	 Section 5.08.
	  	 Disqualification; Conflicting Interests
	  	 	39	  
			
	 Section 5.09.
	  	 Corporate Trustee Required; Eligibility
	  	 	39	  
			
	 Section 5.10.
	  	 Resignation and Removal; Appointment of Successor
	  	 	39	  
			
	 Section 5.11.
	  	 Acceptance of Appointment by Successor
	  	 	41	  
			
	 Section 5.12.
	  	 Merger, Conversion, Consolidation or Succession to Business
	  	 	42	  
			
	 Section 5.13.
	  	 Preferential Collection of Claims Against Company
	  	 	42	  
			
	 Section 5.14.
	  	 Appointment of Authenticating Agent
	  	 	42	  
			
	 Section 5.15.
	  	 Compliance with Tax Laws
	  	 	43	  
		
	 ARTICLE 6
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	  			
			
	 Section 6.01.
	  	Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee:	  	 	44	  
			
	 Section 6.02.
	  	 Preservation of Information; Communications to Holders
	  	 	44	  
			
	 Section 6.03.
	  	 Reports by Trustee
	  	 	45	  
			
	 Section 6.04.
	  	 Reports by Company
	  	 	45	  
		
	 ARTICLE 7
 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER
	  			
			
	 Section 7.01.
	  	 When Company May Merge, Etc
	  	 	46	  
			
	 Section 7.02.
	  	 Opinion of Counsel
	  	 	46	  
			
	 Section 7.03.
	  	 Successor Corporation Substituted
	  	 	46	  
		
	 ARTICLE 8
 SUPPLEMENTAL INDENTURES
	  			
			
	 Section 8.01.
	  	 Supplemental Indentures without Consent of Holders
	  	 	47	  
			
	 Section 8.02.
	  	 Supplemental Indentures with Consent of Holders
	  	 	48	  
			
	 Section 8.03.
	  	 Execution of Supplemental Indentures
	  	 	49	  
			
	 Section 8.04.
	  	 Effect of Supplemental Indentures
	  	 	49	  
			
	 Section 8.05.
	  	 Conformity with Trust Indenture Act
	  	 	49	  
			
	 Section 8.06.
	  	 Reference in Securities to Supplemental Indentures
	  	 	49	  
		
	 ARTICLE 9
 COVENANTS
	  			
			
	 Section 9.01.
	  	 Payments of Securities
	  	 	50	  
			
	 Section 9.02.
	  	 Maintenance of Office or Agency
	  	 	50	  


  
 iii










 TABLE OF CONTENTS 

(continued) 
  


							
	 Section 9.03.
	  	 Corporate Existence
	  	 	50	  
			
	 Section 9.04.
	  	 Payment of Taxes and Other Claims
	  	 	50	  
			
	 Section 9.05.
	  	 Maintenance of Properties
	  	 	51	  
			
	 Section 9.06.
	  	 Compliance Certificates
	  	 	51	  
			
	 Section 9.07.
	  	 Waiver of Stay, Extension or Usury Laws
	  	 	51	  
			
	 Section 9.08.
	  	 Money for Securities Payments to be Held in Trust
	  	 	52	  
			
	 Section 9.09.
	  	 Limitations on Liens
	  	 	53	  
			
	 Section 9.10.
	  	 Limitations on Sale and Lease-Back Transactions
	  	 	53	  
			
	 Section 9.11.
	  	 Waiver of Certain Covenants
	  	 	54	  
	
	 ARTICLE 10
 REDEMPTION OF SECURITIES
	   

  

			
	 Section 10.01.
	  	 Applicability of Article
	  	 	54	  
			
	 Section 10.02.
	  	 Election to Redeem; Notice to Trustee
	  	 	54	  
			
	 Section 10.03.
	  	 Selection by Trustee of Securities to be Redeemed
	  	 	55	  
			
	 Section 10.04.
	  	 Notice of Redemption
	  	 	55	  
			
	 Section 10.05.
	  	 Deposit of Redemption Price
	  	 	56	  
			
	 Section 10.06.
	  	 Securities Payable on Redemption Date
	  	 	56	  
			
	 Section 10.07.
	  	 Securities Redeemed in Part
	  	 	56	  
	
	 ARTICLE 11
 SINKING FUNDS
	   

  

			
	 Section 11.01.
	  	 Applicability of Article
	  	 	57	  
			
	 Section 11.02.
	  	 Satisfaction of Sinking Fund Payments with Securities
	  	 	57	  
			
	 Section 11.03.
	  	 Redemption of Securities for Sinking Fund
	  	 	57	  
	
	 ARTICLE 12
 DEFEASANCE AND COVENANT DEFEASANCE
	   

  

			
	 Section 12.01.
	  	 Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance
	  	 	57	  
			
	 Section 12.02.
	  	 Defeasance and Discharge
	  	 	58	  
			
	 Section 12.03.
	  	 Covenant Defeasance
	  	 	58	  
			
	 Section 12.04.
	  	 Conditions to Defeasance or Covenant Defeasance
	  	 	59	  
			
	 Section 12.05.
	  	 Deposited Money and Government Obligations to be Held in Trust
	  	 	60	  
			
	 Section 12.06.
	  	 Reinstatement
	  	 	60	  


  
 iv 









 THE INTERPUBLIC GROUP OF COMPANIES, INC. 

Reconciliation and tie between Trust Indenture Act of 1939 
 and Indenture, dated as of March 2, 2012 
  

			
	Trust Indenture Act Section	  	 Indenture
 Section

	 § 310(a)(1)
	  	5.09
	 (a)(2)
	  	5.09
	 (a)(3)
	  	Not Applicable
	 (a)(4)
	  	Not Applicable
	 (b)
	  	5.08, 5.10
	 § 311(a)
	  	5.13
	 (b)
	  	5.13
	 (b)(2)
	  	5.13
	 § 312(a)
	  	6.01, 6.02(a)
	 (b)
	  	6.02(b)
	 (c)
	  	6.02(c)
	 § 313 (a)
	  	6.03(a)
	 (b)
	  	6.03(a)
	 (c)
	  	6.03(a), 6.03(b)
	 (d)
	  	6.03(b)
	 § 314(a)
	  	6.04, 9.06
	 (b)
	  	Not Applicable
	 (c)(1)
	  	1.02
	 (c)(2)
	  	1.02
	 (c)(3)
	  	Not Applicable
	 (d)
	  	Not Applicable
	 (e)
	  	1.02
	 § 315(a)
	  	5.01(a)
	 (b)
	  	5.02, 6.03(a)
	 (c)
	  	5.01(b)
	 (d)
	  	5.01(c), 5.07
	 (d)(1)
	  	5.01(a), 5.01(c)
	 (d)(2)
	  	5.01(c)
	 (d)(3)
	  	5.01(c)
	 (e)
	  	4.14, 5.10(d)
	 § 316(a)(1)(A)
	  	4.12
	 (a)(1)(B)
	  	4.02, 4.13
	 (a)(2)
	  	Not Applicable
	 (b)
	  	4.08
	 (c)
	  	1.04(e)
	 § 317(a)(1)
	  	4.03
	 (a)(2)
	  	4.04
	 (b)
	  	9.08
	 § 318(a)
	  	1.07


  
 v 








 INDENTURE, dated as of March 2, 2012, between THE INTERPUBLIC GROUP OF COMPANIES, INC., a
Delaware corporation (herein called the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as
Trustee (herein called the “Trustee”). 
 RECITALS OF THE COMPANY 

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its senior
unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided. 

All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 

NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
 For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and ratable benefit of the Holders of the
Securities, as follows: 
 ARTICLE 1 
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
 SECTION 1.01.
Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
 (1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; 

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, or defined by
Commission rule and not otherwise defined herein, have the meanings assigned to them therein; 
 (3) all accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with GAAP; 
 (4) the word
“including” (and with correlative meaning “include”) means including, without limiting the generality of, any description preceding such term; and 

(5) 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. 
 “Act,” when used
with respect to any Holder, has the meaning specified in Section 1.04. 
 “Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified 







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

“Attributable Debt” when used in connection with a Sale and Lease-Back Transaction means, at the time of determination,
the lesser of (a) the fair market value of the property involved (as determined in good faith by the Company’s Board of Directors), (b) the present value of the total net amount of rent required to be paid under the lease during the
remaining term thereof (including any renewal term or period for which such lease has been extended) computed by discounting from the respective due dates to such date such total net amount of rent at the rate of interest set forth or implicit in
the terms of such lease or (c) if the obligation with respect to the Sale and Lease-Back Transaction constitutes an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in
accordance with GAAP, the amount equal to the capitalized amount of such obligation determined in accordance with GAAP and included in the financial statements of the lessee. For purposes of the foregoing definition, “rent” shall not
include amounts required to be paid by the lessee, whether or not designated as rent or additional rent, on account of or contingent upon maintenance and repairs, insurance, taxes, assessments, water rates and similar charges. In the case of any
lease that is terminable by the lessee upon the payment of a penalty, such net amount shall be the lesser of (x) the net amount determined assuming termination upon the first date such lease may be terminated (in which case the net amount shall
also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) and (y) the net amount determined assuming no such termination.

 “Authenticating Agent” means any Person authorized by the Trustee to act on behalf of the Trustee to
authenticate Securities. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for
the relief of debtors. 
 “Board of Directors” means the board of directors of the Company; provided,
however, that when the context refers to actions or resolutions of the Board of Directors, then the term “Board of Directors” shall also mean any duly authorized committee of the Board of Directors of the Company authorized
to act with respect to any particular matter to exercise the power of the Board of Directors of the Company. 
 “Board
Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and
delivered to the Trustee. 
 “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 of any series, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by
law, regulation or executive order to close. 

  
 2 








 “Capital Stock” means, with respect to any Person, any and all shares,
interests, participations, warrants, rights, options or other equivalents (however designated) of capital stock or any other equity interest of such Person, including each class of common stock and preferred stock. 

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

“Company” means the Person named as the “Company” in the first paragraph of this Indenture until a successor
corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation. 
 “Company Request” or “Company Order” means a written request or order signed in the name of the Company by any two Officers, at least one of whom must be its Chairman of
the Board, its President or Chief Executive Officer, its Chief Financial Officer, its Chief Accounting Officer, its Treasurer, an Assistant Treasurer or its Controller, and delivered to the Trustee. 

“Consolidated Net Worth” means, at any date of determination, (a) total assets of the Company and its Subsidiaries
(including, without limitation, all items that are treated as intangible in accordance with GAAP) at such date less (b) total liabilities of the Company and its Subsidiaries (including, without limitation, all deferred taxes) at such date, in
each case determined on a consolidated basis and in accordance with GAAP for such period; provided, however, that the term “Consolidated Net Worth” shall not give effect to any cumulative translation adjustments (whether
positive or negative) at any such date. 
 “Corporate Trust Office” means the office of the Trustee at which at
any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at 1349 West Peachtree Street, Suite 1050, Atlanta, Georgia 30309; Attn: Global Corporate Trust Services. 

“Covenant Defeasance” has the meaning specified in Section 12.03. 

“currency unit” or “currency units” shall mean any composite currency. 

“Custodian” means any receiver, custodian, trustee, assignee, liquidator, sequestrator or similar official under any
Bankruptcy Law. 
 “Default” means any event which is, or after notice or passage of time or both would be, an
Event of Default. 
 “Defaulted Interest” has the meaning specified in Section 2.08. 

“Defeasance” has the meaning specified in Section 12.02. 

“Depositary” means, with respect to the Securities of any series issuable or issued in whole or in part in the form of
one or more global Securities, the Person designated as 

  
 3 








 
Depositary by the Company pursuant to Section 2.01, which must be a clearing agency registered under the Exchange Act, until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” shall mean the
Depositary with respect to the Securities of that series. 
 “dollars” and “$” means lawful
money of the United States of America. 
 “DTC” means The Depository Trust Company, its nominees and their
respective successors and assigns. 
 “Event of Default” has the meaning specified in Section 4.01.

 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and
regulations promulgated thereunder. 
 “GAAP” means such accounting principles as are generally accepted in the
United States of America on the date or time of any computation required hereunder. 
 “Holder” or
“Securityholder” means a Person in whose name a Security is registered in the Security Register. 

“Indebtedness” means, with respect to any Person (without duplication for indebtedness or other obligations of such
Person), any indebtedness of such Person for money borrowed, whether incurred, assumed or guaranteed, and including obligations under capitalized leases. 
 “Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to
the applicable provisions hereof and shall include the terms of particular series of Securities established as contemplated hereunder. 
 “interest,” when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. 

“Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest
on such Security. 
 “Judgment Currency” has the meaning specified in Section 1.15. 

“Lien” and “Liens” have the meaning specified in Section 9.09. 

“Maturity,” when used with respect to any Security, means the date on which the principal of such Security or an
installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 

“New York Banking Day” has the meaning specified in Section 1.15. 

  
 4 








 “Officer” means the Chairman of the Board, the Chief Executive Officer, the
President, any Vice President, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller, the Secretary or any Assistant Secretary of the Company. 

“Officers’ Certificate” means a certificate signed by any two Officers of the Company, at least one of whom must be
its Chairman of the Board, its President or Chief Executive Officer, its Chief Financial Officer, its Chief Accounting Officer, its Treasurer or its Controller, and delivered to the Trustee. 

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Company, and who
shall be reasonably acceptable to the Trustee. 
 “Original Issue Discount Security” means any Security which
provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 4.02. 
 “Outstanding,” when used with respect to Securities of any series, means, as of the date of determination, all such Securities theretofore authenticated and delivered under this
Indenture, except: 
 (i) Securities theretofore canceled by the Trustee or delivered to the Trustee for
cancellation; 
 (ii) Securities, or portions thereof, for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities;
provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 

(iii) Securities which have been paid pursuant to Section 2.07 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 the Trustee proof satisfactory to it that such Securities are held by a bona fide
purchaser in whose hands such Securities are valid obligations of the Company; and 
 (iv) Securities which have
been defeased pursuant to Section 12.02. 
 provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, or whether sufficient funds are available for redemption or for any other purpose and for the purpose of
making the calculations required by Section 313 of the Trust Indenture Act, (a) the principal amount of any Original Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be that portion of the principal
amount thereof that could be declared to be due and payable upon the occurrence of an Event of Default and the continuation thereof pursuant to the terms of such Original Issue Discount Security as of


  
 5 








 
the date of such determination, (b) the principal amount of a Security denominated in one or more foreign currencies or currency units shall be the dollar equivalent, determined in the
manner provided as contemplated by Section 2.01 on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the dollar equivalent on the date of original issuance of such
Security of the amount determined as provided in (a) above) of such Security, and (c) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the
Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with
respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. 
 “Paying Agent” means any Person authorized by the Company to pay the principal of, premium, if any, or interest on any Securities on behalf of the Company. The Company or a Subsidiary or
an Affiliate of the Company may act as Paying Agent with respect to any Securities issued hereunder. 
 “Permitted
Liens” means 
 (a) liens (including liens arising from sale and lease-back transactions) on property or assets
acquired or held by the Company or a Restricted Subsidiary incurred to secure the payment of all or any part of the purchase price thereof or to secure any Indebtedness incurred prior to, at the time of, or within 180 days after the acquisition
for the purpose of financing all or any part of the purchase price thereof, or liens (including liens arising from sale and lease-back transactions) on property or assets existing at the time of acquisition thereof by the Company or a Restricted
Subsidiary, other than liens created in contemplation of such acquisition that were not incurred for the purpose of financing all or any part of the purchase price thereof, provided, however, that the lien does not extend to or cover
any property or assets of any character other than the property or assets being acquired; 
 (b) liens on property or assets of
a Person, other than the Company or a Restricted Subsidiary, existing at the time of acquisition of such property and assets by the Company or a Restricted Subsidiary, provided, that the liens were not created in contemplation of such
acquisition and do not extend to any property or assets of any character other than the property or assets being acquired; 

(c) liens affecting property or assets of a Person, other than the Company or any Restricted Subsidiaries, existing at the time the
Person merges into or consolidates with the Company or a Restricted Subsidiary or becomes a Restricted Subsidiary or at the time of sale, lease or other disposition of the property or assets as an entirety or substantially as an entirety to the
Company or a Restricted Subsidiary, provided, however, that the liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any property or assets other than those of the Person so merged
into or consolidated with, or acquired by, the Company or such Restricted Subsidiary; 

  
 6 








 (d) liens securing Indebtedness owing by a Restricted Subsidiary of the Company to the
Company or to a Restricted Subsidiary of the Company; 
 (e) liens existing on the date of initial issuance of the Securities;

 (f) liens in favor of the United States of America or any state, territory or possession thereof (or the District of
Columbia), or any department, agency, instrumentality or political subdivision of the United States of America or any state, territory or possession thereof (or the District of Columbia), to secure partial, progress, advance or other payments;

 (g) liens on any property to secure all or part of the cost of alteration, repair or improvement thereon or Indebtedness
incurred to provide funds for such purpose in a principal amount not exceeding the cost of such improvements or construction; 

(h) purchase money liens on personal property; 
 (i) liens created in connection with capitalized lease obligations, but only to the extent that such liens encumber property financed by such capital lease obligation and the principal component of such
capitalized lease obligation is not increased; 
 (j) liens on property arising in connection with a securities repurchase
transaction; 
 (k) liens (including judgment liens) arising in connection with legal proceedings, taxes, fees, assessments or
other governmental charges, so long as such proceedings, taxes, fees, assessments or other governmental charges are being contested in good faith and, in the case of judgment liens, execution thereon is stayed and for which any reserves required in
accordance with GAAP have been established; 
 (l) carriers’, warehousemen’s, mechanics’, landlords’,
materialmen’s, repairmen’s or other similar liens arising in the ordinary course of business, the obligations relating to which are not overdue for a period of more than 90 days or are being contested in good faith by appropriate
proceedings diligently pursued, provided, however, that (i) any proceedings commenced for the enforcement of such liens shall have been stayed or suspended within 30 days of the commencement thereof and (ii) provision
for the payment of such liens has been made on the books of the Company to the extent required by GAAP; 
 (m) easements,
rights-of-way, zoning restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property
subject thereto or interfere with the ordinary conduct of the business of the Company or any Restricted Subsidiary; 
 (n)
pledges or deposits to secure obligations under workers’ compensation laws or other similar legislation (other than in respect of employee benefit plans subject to the Employee Retirement Security Act of 1974, as amended) or to secure public or
statutory obligations; 
 (o) liens securing the performance of, or payment in respect of, bids, tenders, government contracts
(other than for the repayment of borrowed money), surety and appeal bonds and other obligations of a similar nature incurred in the ordinary course of business; 

  
 7 








 (p) any interest or title of a lessor or sublessor and any restriction or encumbrance to
which the interest or title of such lessor or sublessor may be subject that is incurred in the ordinary course of business; 
 (q) any contractual right of set-off or any contractual right to charge or contractual security interest in or lien on the accounts of the Company or a Restricted Subsidiary to effect the payment of
amounts to a depositary institution whether or not due and payable in respect of any Indebtedness or financing arrangement and any other lien arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights
of set-off or similar rights; 
 (r) liens arising in the ordinary course of banking transactions and securing Indebtedness in
an aggregate principal amount of not more than $15,000,000 that matures not more than one year after the date on which it was originally incurred; 
 (s) any liens on the assets of any Subsidiaries of the Company organized outside of the United States in favor of lenders or an affiliated guarantor under or in connection with short-term working capital
lines of credit or overdraft facilities, in each case entered into in the ordinary course of business; 
 (t) any liens on any
asset of any Person organized outside of the United States arising at any time pursuant to an arrangement (factoring or otherwise) secured by accounts receivable that is existing at the time such Person becomes or became a Restricted Subsidiary of
the Company or is merged into or consolidated with the Company or any of its Restricted Subsidiaries (or pursuant to any extension, renewal or replacement of such an arrangement), provided that such lien or arrangement was not created in
contemplation of such event, and only to the extent, in the case of any such arrangement, that such arrangement does not provide for liens which, together with all other liens permitted under this clause (t), would encumber assets representing
more than 5.0% of the consolidated accounts receivable of the Company and its consolidated Subsidiaries as reflected in the consolidated balance sheet of the Company and its consolidated Subsidiaries for the Company’s fiscal quarter most
recently ended prior to such event (or, if applicable, such extension, renewal or replacement); 
 (u) any lien arising out of
an interest bearing cash deposit account to be established and maintained by the lender or lenders (or their agent) under any credit facility with a bank or a syndicate of banks; and 

(v) any extension, renewal, refinancing or replacement (or successive extensions, renewals or replacements), in whole or in part, of any
lien referred to in the foregoing clauses (a) to (u), inclusive, provided, however, that any lien permitted by any of the foregoing clauses (a) through (u) shall not extend to or cover any property of the Company or such
Restricted Subsidiary, as the case may be, other than the property specified in such clauses and improvements thereto. 

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

  
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 “Place of Payment,” when used with respect to the Securities of any series,
means the place or places where the principal of (and premium, if any) and interest on the Securities of that series are payable as specified as contemplated by Section 2.01. 

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same
debt as that evidenced by such particular Security and, for the purposes of this definition, any Security authenticated and delivered under Section 2.07 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be
deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
 “Redemption Date,”
when used with respect to any Security of any series to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. 
 “Redemption Price,” when used with respect to any Security of any series to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. 

“Registered Security” means any Security issued hereunder and registered in the Security Register. 

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the
date specified for that purpose as contemplated by Section 2.01. 
 “Required Currency” has the meaning
specified in Section 1.15. 
 “Responsible Officer” shall mean, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture. 
 “Restricted Subsidiary” means any Subsidiary,
including its Subsidiaries, which meets any of the following conditions: (a) the Company’s and its other Subsidiaries’ investments in and advances to the Subsidiary exceed ten percent of the total assets of the Company and its
Subsidiaries consolidated as of the end of the most recently completed fiscal year (for a proposed business combination to be accounted for as a pooling of interests, this condition is also met when the number of shares of common stock exchanged or
to be exchanged by the Company exceeds ten percent of the total number of shares of its common stock outstanding at the date the combination is initiated); or (b) the Company’s and its other Subsidiaries’ proportionate share of the
total assets (after intercompany eliminations) of the Subsidiary exceeds ten percent of the total assets of the Company and its subsidiaries consolidated as of the end of the most recently completed fiscal year; or (c) the Company’s and
its other Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of the Subsidiary exceeds ten percent of such income of the Company and
its subsidiaries consolidated for the most recently completed fiscal year. 

  
 9 








 “Sale and Lease-Back Transaction” means any arrangement with any Person
providing for the leasing by the Company or any Restricted Subsidiary of any assets, which assets have been or are to be sold or transferred by the Company or such Restricted Subsidiary to such Person, other than (a) any such transaction
involving a lease for a term of not more than three years, (b) any such transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, or (c) any such transaction executed by the time of or within one year
after the latest of the acquisition, the completion of construction or improvement or the commencement of commercial operation of such assets. 
 “Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 

“Security Register” and “Security Registrar” have the respective meanings specified in
Section 2.06. 
 “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 2.08. 
 “Stated Maturity,” when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 

“Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited or unlimited
liability company, trust or estate of which (or in which) more than fifty percent of: 
 (a) the issued and outstanding shares
of capital stock having ordinary voting power to elect directors of such corporation (irrespective of whether at the time shares of capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence
of any contingency); 
 (b) the interest in the capital or profits of such limited or unlimited liability company, partnership
or joint venture; or 
 (c) the beneficial interest in such trust or estate is at the time, directly or indirectly, owned by
such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries. 
 “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series. 
 “Trust Indenture Act” means the
Trust Indenture Act of 1939, as amended, as in force at the date as of which this Indenture was executed; provided, however, that in the event that such Act is amended after such date, “Trust Indenture Act” means, to the
extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. 

  
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 “U.S. Government Obligations” means securities which are (i) direct
obligations of the United States of America 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 of America the
timely payment of which is unconditionally guaranteed by the full faith and credit of the United States of America which, in either case, are not callable or redeemable at the option of the issuer thereof or otherwise subject to prepayment, and
shall also include a depository receipt issued by a New York Clearing House 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 depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository
receipt from any amount held 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 depository receipt. 

“Vice President,” when used with respect to the Company or the Trustee, means any vice president, whether or not
designated by a number or a word or words added before or after the title “vice president.” 
 SECTION 1.02.
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied
with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate
or opinion need be furnished. 
 Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include: 
 (a) a statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto; 
 (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (c) a
statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

 (d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.


  
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 SECTION 1.03. Form of Documents Delivered to Trustee. In any case where several matters
are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

 Any certificate or opinion of an Officer 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 certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer or Officers of the Company stating that the information with respect to
such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 

Any certificate, statement or opinion of an Officer of the Company or of counsel 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 in the employ of the Company, 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 is based are erroneous. 
 Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument. 
 SECTION 1.04. Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents
duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 5.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. 

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual 

  
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capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
 (c) The ownership of
Registered Securities shall be proved by the Security Register. 
 (d) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 
 (e) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution,
fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so, provided that the Company
may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the immediately following paragraph. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for
the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose
the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date. 
 (f) The Trustee shall set a record date, which
shall not be more than 15 days prior to the date of commencement of solicitation of such action contemplated by this Section 1.04(f), for the purpose of determining the Holders of Securities of any series entitled to join in the giving or
making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 4.02, (iii) any direction referred to in Section 4.12, (iv) any request to institute proceedings referred to in
Section 4.07(2), or (v) any waiver of past defaults pursuant to Section 4.13, in each case with respect to Securities of such series. If such a record date is fixed pursuant to this paragraph, the relevant action may be taken or given
before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be holders of Securities of a series 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; provided that no such action by Holders on
such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. Nothing in this paragraph shall be construed to prevent the Trustee from
setting a new record date for any action for which a record date has been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in
this paragraph shall 

  
 13 









 
be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after
any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date and the proposed action by Holders to be given to the Company in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 1.06. 
 SECTION 1.05. Notices, Etc., to Trustee and Company. Any
request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, 

(a) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and delivered or sent to the Trustee, Attn: Global Corporate Trust Services by (ii) facsimile at 404-898-2467 followed by telephonic confirmation at 404-898-8832 or (iii) first-class mail at the address below or any
other address previously furnished in writing to the Company by the Trustee: 
 U.S. Bank National Association 

Global Corporate Trust Services 
 1349 West Peachtree Street, Suite 1050 
 Atlanta, GA 30309 

(b) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and delivered or sent to The Interpublic Group of Companies, Inc., Attn: Treasurer, Secretary (i) facsimile at 212-704-2229 followed by telephonic confirmation at (212) 704-1220 or (ii) first-class mail at the
address below or any other address previously furnished in writing to the Trustee by the Company: 
 The Interpublic Group of
Companies, Inc. 
 Attn: Secretary 
 1114 Avenue of the Americas 
 New York, New York 10036 

With a copy to: 

The Interpublic Group of Companies, Inc. 
 Attn: Treasurer 
 1114 Avenue of the Americas 

New York, New York 10036 
 (c) In respect of this Indenture, the Trustee shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or
information by electronic transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission; and the
Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or
information; provided such losses, liabilities, costs or expenses have not arisen from the fraud, gross negligence or willful misconduct of the Trustee. Each other party agrees to assume all risks arising out of the use of electronic methods to
submit instructions, directions, reports, notices or other communications or information to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, notices, reports or other communications or
information, and the risk of interception and misuse by third parties. 

  
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 SECTION 1.06. Notice to Holders; Waiver. Where this Indenture or any Security provides
for notice to Holders of any event, such notice shall be deemed sufficiently given (unless otherwise herein or in such Security expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. 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 or the validity of the proceedings to which such notice relates. 

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice
by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 
 Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official
language of the country of publication. 
 Where this Indenture or any Security provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon such waiver. 
 SECTION 1.07. Conflict with
Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included or deemed included in this Indenture by any of the provisions of the Trust Indenture Act, such required
provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, such provision of the Trust Indenture Act shall be deemed to apply to this Indenture as so
modified or shall be excluded, as the case may be. 
 SECTION 1.08. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 

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

SECTION 1.11. Benefits of Indenture. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 

  
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 SECTION 1.12. Governing Law. This Indenture and the Securities shall be governed by and
construed in accordance with the laws (other than the choice of law provisions) of the State of New York. 
 SECTION 1.13.
Legal Holidays. In any case where any Interest Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of
this Indenture or of the Securities other than a provision in the Securities of any series which specifically states that such provision shall apply in lieu of this Section) payment of interest or principal (and premium, if any) need not be made at
such Place of Payment on such date, but may be made on the next succeeding Business Day or on such other day as may be set out in the Officers’ Certificate pursuant to Section 2.01 at such Place of Payment with the same force and effect as
if made on the Interest Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the case may be, provided that no interest shall accrue on the amount so payable for the period from and after such Interest
Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the case may be, if payment is made on such next succeeding Business Day or other day set out in such Officers’ Certificate. 

SECTION 1.14. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder, by accepting a Security, waives and releases all
such liability. Such waivers and releases are part of the consideration for the issuance of the Securities. 

SECTION 1.15. Judgment Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable law, that
(a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of, or premium or interest, if any, on the Securities of any series (the “Required Currency”) into a
currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in the City of New York the
Required Currency with the Judgment Currency on the New York Banking Day preceding that on which a final unappealable judgment is given and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall
result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering
in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due
under this Indenture. For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in the City of New York or a day on which banking institutions in the City of New York are
authorized or required by law, regulation, or executive order to close. 

  
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 SECTION 1.16. Counterparts. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
 SECTION 1.17. Waiver of Jury Trial. Each of the Company and the Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in any legal
proceeding arising out of or relating to the Indenture, the Securities or the transactions contemplated hereby. 
 ARTICLE 2

 THE SECURITIES 
 SECTION 2.01. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 

The Securities may be issued from time to time in one or more series. Prior to the issuance of Securities of any series, there shall be
established in or pursuant to (i) a Board Resolution, and (subject to Section 2.04) set forth, or determined in the manner provided, in an Officers’ Certificate, or (ii) one or more indentures supplemental hereto: 

(1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);

 (2) the purchase price, denomination and any limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 2.05, 2.06, 2.07,
8.06 or 10.07); 
 (3) the date or dates on which the principal of and premium, if any, on the Securities of the series is
payable or the method of determination thereof; 
 (4) the rate or rates at which the Securities of the series shall bear
interest, if any, or the method of calculating such rate or rates of interest, 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 Regular Record Date, if any, for the interest payable on any Interest Payment Date; 
 (5) the
place or places where the principal of, premium, if any, and interest, if any, on Securities of the series shall be payable; 

(6) the place or places where the Securities may be exchanged or transferred; 

(7) the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in
which, and the other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, and, if other than as provided in Section 10.03, the manner in which the particular Securities of
such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption; 

  
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 (8) the obligation, if any, of the Company to redeem or purchase Securities of the series in
whole or in part pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a Holder thereof and the period or periods within which, the price or prices at which, and the other terms and
conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 
 (9) if other than denominations of $1,000 and any integral multiple of $1,000, the denominations in which Securities of the series shall be issuable; 

(10) if other than U.S. dollars, the currency or currencies (including currency unit or units) in which payments of principal of,
premium, if any, and interest on the Securities of the series shall or may be payable, or in which the Securities of the series shall be denominated, and the particular provisions applicable thereto; 

(11) if the payments of principal of, premium, if any, or interest on the Securities of the series are to be made, at the election of the
Company or a Holder, in a currency or currencies (including currency unit or units) other than that in which such Securities are denominated or designated to be payable, the currency or currencies (including currency unit or units) in which such
payments are to be made, the terms and conditions of such payments and the manner in which the exchange rate with respect to such payments shall be determined, and the particular provisions applicable thereto; 

(12) if the amount of payments of principal of, premium, if any, and interest on the Securities of the series shall be determined with
reference to an index, formula or other method (which index, formula or method may be based, without limitation, on a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or
designated to be payable), the index, formula or other method by which such amounts shall be determined; 
 (13) if other than
the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 4.02 or the method by which such portion shall be
determined; 
 (14) any modifications of or additions to the Events of Default or the covenants of the Company set forth herein
with respect to Securities of the series; 
 (15) if either or both of Section 12.02 and Section 12.03 shall be
inapplicable to the Securities of the series (provided that if no such inapplicability shall be specified, then both Section 12.02 and Section 12.03 shall be applicable to the Securities of the series); 

(16) if other than the Trustee, the identity of the Registrar and any Paying Agent, and if other than DTC, the identity of the
Depositary; 

  
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 (17) if the Securities of the series shall be issued in whole or in part in global form,
(i) the Depositary for such global Securities, (ii) the form of any legend which shall be borne by such global Security, (iii) whether beneficial owners of interests in any Securities of the series in global form may exchange such
interests for certificated Securities of such series and of like tenor of any authorized form and denomination, and (iv) if other than as provided in Section 2.05, the circumstances under which any such exchange may occur; 

(18) if the Holders of the Securities of the series may convert or exchange the Securities of the series into or for securities of the
Company or of other entities or other property (or the cash value thereof), the specific terms of and period during which such conversion or exchange may be made; and 
 (19) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 8.01, but which may modify or delete any provision of
this Indenture insofar as it applies to such series), including any terms which may be required by or advisable under the laws of the United States of America or regulations thereunder or advisable (as determined by the Company) in connection with
the marketing of Securities of the series. 
 All Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided (i) by a Board Resolution, and (subject to Section 2.04) set forth, or determined in the manner provided, in an Officers’ Certificate or (ii) in any such indenture supplemental
hereto. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of additional Securities of such series. 

If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth, or providing the manner for
determining, the terms of the Securities of such series, and an appropriate record of any action taken pursuant thereto in connection with the issuance of any Securities of such series shall be delivered to the Trustee prior to the authentication
and delivery thereof. 
 SECTION 2.02. Forms Generally. The Securities of each series shall be in substantially the form
established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Officers
executing such Securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 2.04 for the authentication and delivery of such Securities. 

  
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 SECTION 2.03. Denominations. The Securities of each series shall be issuable in
registered form without coupons in such denominations as shall be specified as contemplated by Section 2.01. In the absence of any such provisions with respect to the Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple of $1,000. 
 SECTION 2.04. Execution, Authentication, Delivery and
Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, President and Chief Executive Officer, Chief Financial Officer, Secretary or any Vice President of the Corporation under its corporate seal reproduced
thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted or otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been
duly authenticated and delivered by the Trustee. 
 Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such
offices at the date of such Securities. 
 At any time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order
shall authenticate and make such Securities available for delivery. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions or in a supplemental indenture as permitted by Sections
2.01 and 2.02, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through (d) of the
Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating, 
 (a) if the form of such
Securities has been established by or pursuant to a Board Resolution or in a supplemental indenture as permitted by Section 2.02, that such form has been established in conformity with the provisions of this Indenture; 

(b) if the terms of such Securities have been established by or pursuant to Board Resolution or in a supplemental indenture as permitted
by Section 2.01, that such terms have been established in conformity with the provisions of this Indenture; and 
 (c) that
such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company,
enforceable in accordance with their terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting the enforcement of
creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). 

  
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 Notwithstanding the provisions of Section 2.01 and of the immediately preceding
paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution and the Officers’ Certificate otherwise required pursuant to Section 2.01 or the Company Order
and Opinion of Counsel otherwise required pursuant to the immediately preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued. 
 If such form or terms have been so established, the Trustee shall
not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee, or in the written opinion of counsel to the Trustee (which counsel may be an employee of the Trustee) such authentication may not lawfully be made or could involve the Trustee in personal liability. 

If the Company shall establish pursuant to Section 2.01 that the Securities of a series are to be issued in whole or in part in the
form of one or more global Securities, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to the authentication and delivery of such series, authenticate and deliver one or more
Securities of such series in global form that (i) shall be in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Security or Securities in global form,
(ii) shall be registered in the name of the Depositary for such Security or Securities in global form or its nominee, and (iii) shall be made available for delivery by the Trustee to such Depositary or pursuant to such Depositary’s
instruction. 
 Each Depositary designated pursuant to Section 2.01 for a Security in global form must, at the time of its
designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. The Trustee shall have no responsibility to determine if the Depositary is so
registered. Each Depositary shall enter into an agreement with the Trustee and the Company governing the respective duties and rights of such Depositary, the Company and the Trustee with regard to Securities issued in global form. 

Unless otherwise provided for in the form of Security, each Security shall be dated the date of its authentication. 

No Security shall be entitled to any benefits under this Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature, 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. 

  
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 Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.10 together with a written statement (which need not comply with Section 1.02 and need
not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and
shall not be entitled to the benefits of this Indenture. 
 SECTION 2.05. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and make available for delivery, temporary Securities of such series which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such Securities. 
 In the case of Securities of any
series, such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series. 
 Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions thereof), if temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series
upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and make available for delivery in exchange therefor a like principal amount of definitive Securities of the same series 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. 
 SECTION 2.06. Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the
Company in accordance with Section 9.02 in a Place of Payment a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of registration of transfers of Securities. The Trustee is hereby appointed
“Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. 

Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company in a Place of Payment
for that series, the Company shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations
and of a like aggregate principal amount and Stated Maturity. 

  
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 At the option of the Holder, Securities of any series (except a Security in global form) may
be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and Stated Maturity, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, the Securities which the Holder making the exchange is entitled to receive. 

Each Security issued in global form authenticated under this Indenture shall be registered in the name of the Depositary designated for
such series or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Security issued in global form shall constitute a single Security for all purposes of this Indenture. 

Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in certificated
form in the circumstances described below, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. 

If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as
Depositary for the Securities of such series or defaults in the performance of its duties as Depositary or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.04, the Company shall appoint
a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver Securities of such series of like
tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form in exchange for such Security or Securities in
global form. 
 The Company may at any time in its sole discretion determine that Securities issued in global form shall no
longer be represented by such a Security or Securities in global form. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like
tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like
tenor in global form in exchange for such Security or Securities in global form. 
 If specified by the Company pursuant to
Section 2.01 with respect to a series of Securities, the Depositary for such series may surrender a Security in global form of such series 

  
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in exchange in whole or in part for Securities of such series in certificated form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and
the Trustee shall authenticate and deliver, without service charge, 
 (i) to each Person specified by such Depositary a new
certified Security or Securities of the same series of like tenor, 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 Security in global
form; and 
 (ii) to such Depositary a new Security in global form of like tenor in a denomination equal to the difference, if
any, between the principal amount of the surrendered Security in global form and the aggregate principal amount of certificated Securities delivered to Holders thereof. 
 Upon the exchange of a Security in global form for Securities in certificated form, such Security in global form shall be canceled by the Trustee. Securities issued in exchange for a Security in global
form pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct
the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered. 

Whenever any Securities are surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive. 
 All Securities issued upon any registration of
transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

 Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or
the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. 

Unless otherwise provided in the Securities to be transferred or exchanged, no service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 2.05, 8.06 or 10.07 not involving any transfer. 
 If the Securities of any series (or of any
series and specified tenor) are to be redeemed in part, the Company shall not be required (i) to issue, register the transfer of or exchange Securities of such series during a period beginning at the opening of business 15 days before the day
of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 10.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security
so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part. 

  
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 The foregoing provisions relating to registration, transfer and exchange may be modified,
supplemented or superseded with respect to any series of Securities by a Board Resolution or in one or more indentures supplemental hereto. 
 SECTION 2.07. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
 If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its
written request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

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

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

SECTION 2.08. Payment of Interest; Interest Rights Preserved. Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. 

  
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 Any interest on any Security of any series which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below: 
 (1) The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment
(which shall be not less than 25 days after the receipt by the Trustee of such notice, unless such Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date
of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register,
not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). 

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

 SECTION 2.09. Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of, premium, if any, and (subject to Sections 2.06
and 2.08) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

 None of the Company, the Trustee or any agent of the Company or the Trustee shall have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial ownership interest of a Security in global form, or for maintaining, 

  
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supervising or reviewing any records relating to such beneficial ownership interest. Notwithstanding the foregoing, with respect to any Security in global form, nothing herein shall prevent the
Company or the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Security in global form
or impair, as between such Depositary and owners of beneficial interests in such Security in global form, the operation of customary practices governing the exercise of the right of such Depositary (or its nominee) as holder of such Security in
global form. 
 SECTION 2.10. Cancellation. All Securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled by the Trustee. 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. All canceled Securities shall be held by the Trustee and may be destroyed (and, if so destroyed, certification of their
destruction shall be delivered to the Company, unless, by a Company Order, the Company shall direct that canceled Securities be returned to it). 
 SECTION 2.11. Computation of Interest. Except as otherwise specified as contemplated by Section 2.01 for Securities of any series, interest on the Securities of each series shall be computed on
the basis of a year comprised of twelve 30-day months. 
 SECTION 2.12. CUSIP Number. The Company in issuing Securities of
any series may use a “CUSIP” number, and if so, the Trustee may use the CUSIP number in notices of redemption or exchange as a convenience to Holders of such series; provided, that any such notice may state that no representation is
made as to the correctness or accuracy of the CUSIP number printed on the notice or on the Securities of such series, and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the CUSIP number of any series of Securities. 
 SECTION 2.13. Wire Transfers. Notwithstanding any other provision to the contrary in this Indenture, the Company may make any payment of moneys required to be deposited with the Trustee on account of
principal of, or premium, if any, or interest on the Securities (whether pursuant to optional or mandatory redemption payments, interest payments or otherwise) by wire transfer of immediately available funds to an account designated by the Trustee
on or before the date and time such moneys are to be paid to the Holders of the Securities in accordance with the terms hereof. 

SECTION 2.14. Original Issue Discount. The Company shall file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time. 

  
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 ARTICLE 3 
 SATISFACTION AND DISCHARGE 
 SECTION 3.01. Satisfaction and Discharge of
Indenture. This Indenture shall cease to be of further effect with respect to Securities of a particular series (except as to any surviving rights of registration of transfer or exchange of Securities and replacement of such Securities which may
have been lost, stolen or mutilated as herein expressly provided for or in the form of Security for such series), when the Trustee, upon Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture with respect to such Securities, when 
 (1) either (a) all Securities of such series
theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07 and (ii) Securities of such series for whose payment money
has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.08) have been delivered to the Trustee for cancellation; or
(b) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for
redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (b)(i), (ii) or (iii) above,
has deposited with the Trustee as trust funds in trust for the purpose an amount, in the currency or currencies or currency unit or units in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on
such Securities not theretofore delivered to the Trustee for cancellation, for principal, premium, if any, and interest to the date of such deposit (in the case of Securities which have become due and payable) or the Stated Maturity or Redemption
Date, as the case may be; 
 (2) the Company has paid or caused to be paid all other sums payable with respect to the Securities
of such series hereunder by the Company; and 
 (3) the Company has delivered to the Trustee an Officers’ Certificate and
an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. 

Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series, the obligations of the
Company to the Trustee under Section 5.07, the obligations of the Company to any Authenticating Agent under Section 5.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this
Section, the obligations of the Trustee under Section 3.02 and the last paragraph of Section 9.08 shall survive. 

SECTION 3.02. Application of Trust Money. Subject to the provisions of the last paragraph of Section 9.08, all money deposited
with the Trustee pursuant to Section 3.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of 

  
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the principal (and premium, if any) and interest for whose payment such money has been deposited with or received by the Trustee, but such money need not be segregated from other funds except to
the extent required by law. 
 ARTICLE 4 
 REMEDIES 
 SECTION 4.01. Events of Default. “Event of
Default,” wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or to be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 
 (1) the Company defaults in the payment of interest on any Security of that series when such interest becomes due and payable and the default continues for a period of 30 days; or 

(2) the Company defaults in the payment of the principal of, or premium, if any, on any Security of that series when the same becomes due
and payable at Maturity or on redemption or otherwise; or 
 (3) the Company fails to deposit any sinking fund payment, when and
as due by the terms of a Security of that series; or 
 (4) the Company fails to observe or perform in any material respect any
of its other covenants, agreements or warranties in the Securities of that series or this Indenture (other than a covenant, agreement or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or
which has expressly been included in this Indenture solely for the benefit of a series of Securities other than that series), and the failure to observe or perform continues for the period and after the notice specified in the last paragraph of this
Section; or 
 (5) an event of default, as defined in any mortgage, indenture, or instrument under which there may be issued, or
by which there may be secured or evidenced, any Indebtedness of the Company (including Securities of another series) (other than the Securities of such series) (whether such Indebtedness now exists or shall hereafter be created or incurred) shall
occur and shall result in Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such default in payment is not cured or such acceleration shall not be rescinded or annulled
within 10 days after written notice to the Company from the Trustee or to the Company and to the Trustee from the Holders of at least twenty-five percent in aggregate principal amount of the Outstanding Securities of that series specifying such
event of default and requiring the Company to cure such default in payment or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder; provided, however, that
it shall not be an Event of Default if the principal amount of Indebtedness which is not paid at maturity or the maturity of which is accelerated is equal to or less than $50,000,000; provided further that if, prior to a declaration of
acceleration of the maturity of the Securities of that series or the entry of judgment in favor of the Trustee in a suit pursuant to Section 4.03, such default shall be remedied or cured by the Company or waived


  
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by the holders of such Indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon
the part of either the Trustee or any of the Holders of the Securities of that series, and provided further, that, subject to Sections 5.01 and 5.02, the Trustee shall not be charged with knowledge of any such default unless written notice of
such default shall have been given to the Trustee by the Company, by a holder or an agent of a holder of any such Indebtedness, by the trustee then acting under any indenture or other instrument under which such default shall have occurred, or by
the Holders of at least five percent in aggregate principal amount of the Securities of that series at the time outstanding; or 

(6) the Company or any of its Restricted Subsidiaries pursuant to or within the meaning of any Bankruptcy Law (A) commences a
voluntary case or proceeding under any Bankruptcy Law with respect to itself, (B) consents to the entry of a judgment, decree or order for relief against it in an involuntary case or proceeding under any Bankruptcy Law, (C) consents to or
acquiesces in the institution of bankruptcy or insolvency proceedings against it, (D) applies for, consents to or acquiesces in the appointment of or taking possession by a Custodian of it or for all or substantially all of its property,
(E) makes a general assignment for the benefit of its creditors or (F) takes any corporate action in furtherance of or to facilitate, conditionally or otherwise, any of the foregoing; or 

(7) (i) a court of competent jurisdiction enters a judgment, decree or order for relief in an involuntary case or proceeding under any
Bankruptcy Law which shall (A) approve as properly filed a petition seeking reorganization, arrangement, adjustment or composition in respect of the Company or any of its Restricted Subsidiaries, (B) appoint a Custodian of the Company or
any of its Restricted Subsidiaries or for all or substantially all of its property or (C) order the winding-up or liquidation of affairs of the Company or any of its Restricted Subsidiaries, and such judgment, decree or order shall remain
unstayed and in effect for a period of 90 consecutive days; or (ii) any bankruptcy or insolvency petition or application is filed, or any bankruptcy or insolvency proceeding is commenced, against the Company or any of its Restricted
Subsidiaries and such petition, application or proceeding is not dismissed or stayed within 60 days; or (iii) a warrant of attachment is issued against any material portion of the property of the Company or any of its Restricted Subsidiaries
which is not released within 60 days of service; or 
 (8) any other Event of Default provided with respect to Securities of
that series. 
 A Default under clause (4) above is not an Event of Default until the Trustee or the Holders of at least
twenty-five percent in aggregate principal amount of the Outstanding Securities of that series notify the Company of the Default and the Company does not cure the Default within 60 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a “Notice of Default.” When a Default under clause (4) above is cured within such 60-day period, it ceases to be a Default. 

SECTION 4.02. Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any series
(other than an Event of Default specified in clause (6) or (7) of Section 4.01) occurs and is continuing, the Trustee by notice in writing to the Company, or the Holders of at least twenty-five percent in aggregate principal amount of
the 

  
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Outstanding Securities of that series by notice in writing to the Company and the Trustee, may declare the unpaid principal of and accrued interest to the date of acceleration (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) on all the Outstanding Securities of that series to be due and payable immediately and, upon any
such declaration, the Outstanding Securities of that series (or specified principal amount) shall become and be immediately due and payable. 
 If an Event of Default specified in clause (6) or (7) of Section 4.01 occurs, all unpaid principal of and accrued interest on the Outstanding Securities of that series (or specified
principal amount) shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of any Security of that series. 

Upon payment of all such principal and interest, all of the Company’s obligations under the Securities of that series and (upon
payment of the Securities of all series) this Indenture shall terminate, except obligations under Section 5.07. 
 At any
time after a declaration of acceleration of Maturity with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the
Holders of a majority in principal amount of the Outstanding Securities of that series by notice to the Trustee may rescind an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of the principal
of and interest on the Securities of that series that has become due solely by such declaration of acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest
and overdue principal that has become due otherwise than by such declaration of acceleration have been paid, (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (iv) all payments due
to the Trustee and any predecessor Trustee under Section 5.07 have been made. 
 SECTION 4.03. Collection of
Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: 
 (1) default is made in the payment
of any interest on any Security of any series when such interest becomes due and payable and such default continues for a period of 30 days, or 
 (2) default is made in the payment of the principal of (or premium, if any, on) any Security of any series at the Maturity thereof, or 

(3) default is made in the payment of any sinking fund or analogous obligation when the same becomes due by the terms of the Securities
of any series, and any such default continues for any period of grace provided with respect to the Securities of such series, 

the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal (and premium, if any) and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest, at the
rate or rates prescribed therefor in such Securities, and, in addition thereto, such further 

  
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amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

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

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement
of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to secure any other proper remedy. 
 SECTION 4.04. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Securities or the material property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then
be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise, 
 (i) to file and prove a claim for the whole amount of principal (and premium,
if any) and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceedings, and 

(ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 5.07. 
 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding. 

  
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 SECTION 4.05. Trustee May Enforce Claims Without Possession of Securities. All rights
of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. 
 SECTION 4.06. Application of Money Collected. Any money collected by the Trustee pursuant to this Article in respect of the Securities of any series shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal, premium, if any, or interest, upon presentation of the Securities in respect of which moneys have been collected and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid: 
 First: To the payment of all amounts due
the Trustee under Section 5.07 applicable to such series; 
 Second: To the payment of the amounts then due and
unpaid for principal of, and premium, if any, and interest on the Securities of such series in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities of such series for principal, and premium, if any, and interest, respectively; and 

Third: To the Company. 
 The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 4.06. At least ten (10) days before such record date, the Trustee shall mail to each Holder
and the Company a notice that states the record date, the payment date and the amount to be paid. 
 SECTION 4.07.
Limitation on Suits. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless: 
 (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to
the Securities of that series; 
 (2) the Holders of at least twenty-five percent in principal amount of the Outstanding
Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
 (3) such Holder or Holders shall have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; 


  
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 (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity
has failed to institute any such proceeding; and 
 (5) no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; 
 it being
understood and intended that no one or more of Holders of Securities of any series shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other
of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of
Securities of the affected series. 
 SECTION 4.08. Unconditional Right of Holders to Receive Principal, Premium and
Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of, premium, if any, and (subject to Section 2.08)
interest on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder. 
 SECTION 4.09. Restoration of Rights and Remedies. If the Trustee or any Holder has
instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case,
subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding has been instituted. 
 SECTION 4.10. Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 2.07, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity
or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

SECTION 4.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any
right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 

  
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 SECTION 4.12. Control by Holders. The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that: 
 (1) such direction shall not be in conflict with any rule of law or with
this Indenture; 
 (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such
direction; and 
 (3) subject to Section 5.01, the Trustee need not take any action which might involve the Trustee in
personal liability or be unduly prejudicial to the Holders not joining therein. 
 SECTION 4.13. Waiver of Past Defaults.
The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may by written notice to the Trustee on behalf of the Holders of all the Securities of such series waive any Default or Event of Default with
respect to such series and its consequences, except a Default or Event of Default 
 (1) in respect of the payment of the
principal of or premium, if any, or interest on any Security of such series, or 
 (2) in respect of a covenant or other
provision hereof which under Article 8 cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. 
 Upon any such waiver, such Default or Event of Default shall cease to exist and shall be deemed to have been cured, for every purpose of this Indenture and the Securities of such series; but no such
waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. 

SECTION 4.14. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate more than ten percent in principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the
principal of or premium, if any, or interest on any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date). 

  
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 ARTICLE 5 
 THE TRUSTEE 
 SECTION 5.01. Certain Duties and Responsibilities of the
Trustee. (a) Except during the continuance of an Event of Default, the Trustee’s duties and responsibilities under this Indenture shall be governed by Section 315(a) of the Trust Indenture Act. 

(b) In case an Event of Default has occurred and is continuing, and is known to the Trustee, the Trustee shall exercise 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. 

(c) None of the provisions of Section 315(d) of the Trust Indenture Act shall be excluded from this Indenture. 

(d) Every provision of this Indenture which pertains to the Trustee shall be subject to this Section 5.01. 

SECTION 5.02. Notice of Defaults. Within 90 days after the occurrence of any Default or Event of Default with respect to the
Securities of any series, the Trustee shall give to all Holders of Securities of such series, as their names and addresses appear in the Security Register, notice of such Default or Event of Default known to the Trustee, unless such Default or Event
of Default shall have been cured or waived; provided, however, that, except in the case of a Default or Event of Default in the payment of the principal of or premium, if any, or interest on any Security of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice
is in the interest of the Holders of Securities of such series. 
 SECTION 5.03. Certain Rights of Trustee. Subject to the
provisions of the Trust Indenture Act: 
 (a) the Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness 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; 
 (b) any request or direction of the Company provided for herein
shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; 
 (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee
(unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate; 

  
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 (d) the Trustee may consult with counsel of its selection and may rely on the advice of such
counsel or any Opinion of Counsel in respect of any action taken, suffered or omitted by it hereunder in good faith unless such reliance by the Trustee constitutes gross negligence or willful misconduct; 

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction; 
 (f) the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval or other paper or document, or the books and records of the Company, unless requested in writing to do so by
the Holders of a majority in principal amount of the Outstanding Securities of any series; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is not, in the opinion of the Trustee, reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require indemnity reasonably satisfactory to it against such
costs, expenses or liabilities as a condition to so proceeding; the reasonable expense of every such investigation shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand; 

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; 
 (h) the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of 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; 
 (i) the Trustee shall not be deemed to have notice of any Default of Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which
is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; 
 (j) 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 to each agent, custodian and other Person employed to act hereunder; and 
 (k) the
Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. 

  
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 SECTION 5.04. Not Responsible for Recitals or Issuance of Securities. The recitals
herein and in the Securities, except the Trustee’s certificates of authentication shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities, 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 or to be made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate. Neither the Trustee nor any Authenticating Agent shall be accountable for the
use or application by the Company of Securities or the proceeds thereof. 
 SECTION 5.05. May Hold Securities. The
Trustee, any Authenticating Agent any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 5.08 and 5.13, may
otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 
 SECTION 5.06. Money Held in Trust. Money held by the Trustee in trust hereunder (including amounts held by the Trustee as Paying Agent) 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 upon in writing with the Company. 
 SECTION 5.07. Compensation and Reimbursement. The Company agrees 
 (1) to pay
to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust); 
 (2) except as otherwise expressly provided herein, to reimburse
the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and 
 (3) to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim or expense, including taxes (other than taxes based upon or determined or measured by the
income of the Trustee), incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. 
 The
Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 5.07, except with respect to funds held in trust for the benefit
of the Holders of particular Outstanding Securities. 

  
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 When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 4.01(6) or Section 4.01(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable
Bankruptcy Law. 
 The provisions of this Section 5.07 shall survive this Indenture and the resignation or removal of the
Trustee. 
 SECTION 5.08. Disqualification; Conflicting Interests. The Trustee shall be disqualified only where such
disqualification is required by Section 310(b) of the Trust Indenture Act. Nothing shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust
Indenture Act. 
 SECTION 5.09. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder
which shall be eligible to act as Trustee under Section 310(a)(1) of the Trust Indenture Act having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. If such
corporation publishes or files reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published or filed. Neither the Company nor any Person directly or indirectly controlling, controlled by, or under common control with the
Company may serve as Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 

SECTION 5.10. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 5.11. 

(b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by Section 5.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
 (c) The
Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. 

  
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 (d) If at any time: 

(1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act after written request therefor by
the Company or by any Holder who has been a bona fide Holder of a Security for at least six months; or 
 (2) the
Trustee shall cease to be eligible under Section 5.09 and shall fail to resign after written request therefor by the Company or by any such Holder of a Security who has been a bona fide Holder of a Security for at least six months; 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 Company by a Board Resolution may remove the Trustee with respect to all Securities, or
(ii) subject to Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 
 If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the
expense of the Company, any court of competent jurisdiction, for the appointment of a successor Trustee with respect to the Securities of such series. 
 (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one
or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 5.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of
such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 5.11, become the successor
Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company with respect to such Securities. If no successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the manner required by Section 5.11, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
 (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee


  
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with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to all Holders of Securities of such series as their names and addresses
appear in the Security Register. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 

SECTION 5.11. Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers, trusts and duties of the retiring Trustee and shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee hereunder. 
 (b) In case of the appointment
hereunder of a successor Trustee with respect to the Securities of such (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of such series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities,
shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each
such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect
to the Securities of that or those series to which the appointment of such successor Trustee relates. 
 (c) Upon request of any
such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this
Section, as the case may be. 

  
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 (d) No successor Trustee shall accept its appointment unless at the time of such acceptance
such successor Trustee shall be qualified and eligible under the Trust Indenture Act. 
 SECTION 5.12. Merger, Conversion,
Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be
a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor (by merger,
conversion, consolidation or otherwise as permitted hereunder) to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such
Securities. 
 SECTION 5.13. Preferential Collection of Claims Against Company. The Trustee shall comply with
Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture
Act to the extent indicated therein. 
 SECTION 5.14. Appointment of Authenticating Agent. At any time when any of the
Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of, and subject to the direction of, the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 2.07, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or State authority. If such Authenticating Agent publishes or files reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published or filed. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section. 
 Any corporation into which an Authenticating Agent may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating
Agent, shall continue to 

  
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be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the
Trustee or the Authenticating Agent. 
 An Authenticating Agent may resign at any time by giving written notice thereof to the
Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall
mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 
 The Company agrees to pay to
each Authenticating Agent from time to time reasonable compensation as negotiated between the Company and such Authenticating Agent for its services under this Section. 
 If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of
authentication, an alternate certificate of authentication in the following form: 
 Form of Authenticating Agent’s 

Certificate of Authentication 
 Dated:

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

 

			
	U.S. BANK NATIONAL ASSOCIATION,
	As Trustee
		
	By	 	  

	As Authenticating Agent
		
	By	 	  

	Authorized Signatory


 SECTION 5.15. Compliance with Tax Laws. The Trustee hereby agrees to comply with all U.S.
federal income tax information reporting and withholding requirements applicable 

  
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to it with respect to payments of premium (if any) and interest on the Securities of any series, whether acting as Trustee, Security Registrar, Paying Agent or otherwise with respect to the
Securities of any series. 
 ARTICLE 6 
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
 SECTION 6.01.
Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee: 

(a) semi-annually, not later than 15 days after the Regular Record Date for each series of Securities, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of Securities as of such Regular Record Date (unless the Trustee has such information), or if there is no Regular Record Date for interest for such series of Securities,
semi-annually, upon such dates as are set forth in the Board Resolution or indenture supplemental hereto authorizing such series, and 
 (b) at such other times as the Trustee may reasonably request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than
15 days prior to the time such list is furnished; 
 provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished. 
 SECTION 6.02. Preservation of Information; Communications to Holders.
(a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 6.01 and the names and addresses of
Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 6.01 upon receipt of a new list so furnished. 

(b) If three or more Holders (herein referred to as “applicants”) apply in writing to the Trustee, and furnish to the
Trustee reasonable proof that each such applicant has owned a Security for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders with respect
to their rights under this Indenture or under the Securities and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of
such application, at its election, either 
 (i) afford such applicants access to the information preserved at
the time by the Trustee in accordance with Section 6.02(a); or 
 (ii) inform such applicants as to the
approximate number of Holders whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 6.02(a), and as to the approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application. 

  
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 If the Trustee shall elect not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Holder whose name and address appears in the information preserved at the time by the Trustee in accordance with Section 6.02(a) a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days
after such tender the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the
best interest of the Holders or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so
filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all objections so
sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Holders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their application. 
 (c) Every Holder of Securities, by
receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and
addresses of the Holders in accordance with Section 6.02(b), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under
Section 6.02(b). 
 SECTION 6.03. Reports by Trustee. (a) Within 60 days after May 15 of each year
commencing with the year 2012, the Trustee shall transmit by mail to all Holders of Securities as provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of May 15, if required by and in compliance with
Section 313(a) of the Trust Indenture Act. The Trustee shall also comply with Section 313(b) of the Trust Indenture Act. 
 (b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the
Company. The Company will notify the Trustee when any Securities are listed on any stock exchange. 
 SECTION 6.04. Reports
by Company. The Company shall, for so long as any of the Securities are outstanding: 
 (a) file with the Trustee, within 45
days after the Company files the same with the Commission, copies of the annual and quarterly reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) that the Company files with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of
said Sections, then it shall file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from 

  
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time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a
security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; and 
 (b) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations. 
 (c) Delivery of reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 

ARTICLE 7 

CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER 
 SECTION 7.01. When Company May Merge, Etc. The Company shall not consolidate with, or merge with or into, any other Person (whether or not the Company shall be the surviving corporation), or convey,
transfer or lease all or substantially all of its properties and assets as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions, unless: 

(1) either the Company shall be the continuing Person or the Person (if other than the Company) formed by such consolidation or with
which or into which the Company is merged or the Person (or group of affiliated Persons) to which all or substantially all the properties and assets of the Company as an entirety or substantially as an entirety are conveyed, transferred or leased
shall be a corporation (or constitute corporations) organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; and 
 (2) immediately after giving effect to such transaction or series of related transactions, no Event of Default, and no Default, shall have occurred and be continuing. 

SECTION 7.02. Opinion of Counsel. The Company shall deliver to the Trustee prior to the proposed transaction(s) covered by
Section 7.01 an Officers’ Certificate and an Opinion of Counsel stating that the transaction(s) and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction(s) under
this Indenture have been met. 
 SECTION 7.03. Successor Corporation Substituted. Upon any consolidation by the Company
with or merger by the Company into any other corporation or any conveyance, transfer or lease of all or substantially all of the property and assets of the Company in accordance with Section 7.01, the successor corporation formed by such
consolidation or into which the Company 

  
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is merged or the successor corporation or affiliated group of corporations to which such lease, sale, assignment or transfer is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect as if such successor corporation or corporations had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor corporation or
corporations shall be relieved of all obligations and covenants under this Indenture and the Securities and in the event of such conveyance or transfer, except in the case of a lease, any such predecessor corporation may be dissolved and liquidated.

 ARTICLE 8 
 SUPPLEMENTAL INDENTURES 
 SECTION 8.01. Supplemental Indentures without
Consent of Holders. Without notice to or the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes: 
 (1) to evidence the succession of another corporation to the
Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or 
 (2) to add
to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely
for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or 
 (3) to add any
additional Events of Default with respect to all or any series of Securities; or 
 (4) to add or change any of the provisions
of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; or 

(5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become
effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or 

(6) to secure the Securities; or 
 (7) to establish the form or terms of Securities of any series as permitted by Sections 2.02 and 2.01; or 
 (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 5.11(b); or 

  
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 (9) to cure any ambiguity, defect or inconsistency or to correct or supplement any provision
herein which may be inconsistent with any other provision herein; or 
 (10) to make any change that does not materially
adversely affect the interests of the Holders of Securities of any series; or 
 (11) to add guarantees with respect to any or
all of the Securities; or 
 (12) to provide for uncertificated Securities in addition to or in place of certificated Securities
(provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of
such Code). 
 Upon request of the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental
indenture, and upon receipt by the Trustee of the documents described in (and subject to the last sentence of) Section 8.03, the Trustee shall join with the Company in the execution of any supplemental indenture authorized or permitted by the
terms of this Indenture. 
 SECTION 8.02. Supplemental Indentures with Consent of Holders. With the written consent of the
Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 8.03, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby, 
 (1) change the Stated Maturity of the principal of, or
premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption, repurchase or repayment thereof,
or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any Original Issue Discount Security that would be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 4.02, or change any Place of Payment where, or the coin or currency or currency unit in which, any Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); 
 (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is
required for any waiver of compliance with certain provisions of this Indenture or Defaults or Events of Default hereunder and their consequences provided for in this Indenture; or 

  
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 (3) change the redemption provisions (including Article 10) hereof in a manner adverse to
such Holder; or 
 (4) modify any of the provisions of this Section, Section 4.13 or Section 9.11, 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 9.11, or the deletion of this proviso, in accordance with the
requirements of Sections 5.11(b) and 8.01(8). 
 A supplemental indenture which changes or eliminates any covenant or other
provisions 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. 
 It
shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 

SECTION 8.03. Execution of Supplemental Indentures. The Trustee shall sign any supplemental indenture authorized pursuant to this
Article, subject to the last sentence of this Section 8.03. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 5.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties, protections, privileges, indemnities or immunities under this Indenture or
otherwise. 
 SECTION 8.04. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby. 
 SECTION 8.05. Conformity with Trust Indenture Act. Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. 
 SECTION 8.06.
Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee


  
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and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such
series. 
 ARTICLE 9 
 COVENANTS 
 SECTION 9.01. Payments of Securities. With respect to each series
of Securities, the Company will duly and punctually pay the principal of (and premium, if any) and interest on such Securities in accordance with their terms and this Indenture, and will duly comply with all the other terms, agreements and
conditions contained in, or made in the Indenture for the benefit of, the Securities of such series. 
 SECTION 9.02.
Maintenance of Office or Agency. The Company will maintain an office or agency in each Place of Payment where Securities may be surrendered for registration of transfer or exchange or for presentation for payment, where notices and demands to or
upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee as set forth in Section 1.05
hereof. 
 The Company may also from time to time designate one or more other offices or agencies where the Securities may be
presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such
other office or agency. 
 SECTION 9.03. Corporate Existence. Subject to Article 7 hereof, the Company will do or cause to
be done all things necessary to preserve and keep in full force and effect its corporate existence and that of each of its Subsidiaries and the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries;
provided, however, that (a) the Company shall not be required to preserve any such right, license or franchise or the corporate existence of any of its Subsidiaries if the Board of Directors, or the board of directors of the
Subsidiary concerned, as the case may be, shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company or any of its Subsidiaries, and (b) nothing herein contained shall prevent any
Subsidiary of the Company from liquidating or dissolving, or merging into, or consolidating with the Company (provided that the Company shall be the continuing or surviving corporation) or with any one or more other Subsidiaries if the Board
of Directors or the board of directors of the Subsidiary concerned, as the case may be, shall so determine. 

SECTION 9.04. Payment of Taxes and Other Claims. The Company will pay or discharge, or cause to be paid or discharged, before the
same shall become delinquent, (1) all material taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and


  
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(2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a material lien upon the property of the Company or any Subsidiary; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which
adequate provision has been made. 
 SECTION 9.05. Maintenance of Properties. The Company will cause all material
properties used or useful in the conduct of its business or the business of any of its Subsidiaries to be maintained and kept in good condition, repair and working order (normal wear and tear excepted) and supplied with all necessary equipment and
will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary, so that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Company from discontinuing the operation or maintenance of any of such properties, or disposing of any of them, if such
discontinuance or disposal is, in the judgment of the Board of Directors or of the board of directors of the Subsidiary concerned, as the case may be, desirable in the conduct of the business of the Company or any Subsidiary of the Company.

 SECTION 9.06. Compliance Certificates. (a) The Company shall deliver to the Trustee within 90 days after the end of
each fiscal year of the Company (which fiscal year currently ends on December 31), an Officers’ Certificate stating whether or not the signer knows of any Default or Event of Default by the Company that occurred prior to the end of the
fiscal year and is then continuing. If the signer does know of such a Default or Event of Default, the certificate shall describe each such Default or Event of Default and its status and the specific section or sections of this Indenture in
connection with which such Default or Event of Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company’s fiscal year be changed so that the end thereof is on any date other than the date on which
the Company’s fiscal year currently ends. The certificate need not comply with Section 1.02 hereof, but shall comply with Section 314(a)(4) of the Trust Indenture Act. 

(b) The Company shall deliver to the Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the
giving of notice and the lapse of time would be an Event of Default within the meaning of Section 4.01(5) hereof. 
 (c)
The Company shall deliver to the Trustee forthwith upon becoming aware of a Default or Event of Default (but in no event later than 10 Business Days after the occurrence of each Default or Event of Default that is continuing), an Officers’
Certificate describing such Default or Event of Default and setting forth the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred. 

SECTION 9.07. Waiver of Stay, Extension or Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will
not at any time insist upon, or plead, or in any manner whatsoever claim, and will actively resist any and all efforts to be compelled to take the benefit or advantage of, any stay or extension law or any usury law or other law, which would prohibit
or forgive the Company from paying all or any portion of the principal of and/or interest on the Securities as contemplated herein, wherever enacted, now or at any time hereafter 

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

SECTION 9.08. Money for Securities Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

 Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to 10:00 a.m. at each
Place of Payment on each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum
to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure to so act. 

The Company will cause each Paying Agent for any series of Securities (other than the Trustee) to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: 
 (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities of that series in trust for the benefit of the Persons entitled thereto until such sums
shall be paid to such Persons or otherwise disposed of as herein provided; 
 (2) give the Trustee notice of any default by the
Company (or any other obligor upon the Securities of that series) in the making of any payment of principal (and premium, if any) or interest on the Securities of that series; and 

(3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent. 
 The Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Security of any series and remaining unclaimed for one year after such principal (and premium, 

  
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if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation in New York, 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 Company. 
 SECTION 9.09. Limitations
on Liens. Unless the terms of a particular series of Securities otherwise provide, so long as any Securities of such series remain Outstanding, the Company will not, nor will it permit any Restricted Subsidiary to, issue, incur, create, assume or
guarantee any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance (mortgages, security interests, pledges, liens, charges and other encumbrances being hereinafter in this Article 9 referred to as
“lien” or “liens”) upon any assets of the Company or any Restricted Subsidiary (whether such assets are now existing or owned or hereafter created or acquired) without in any such case effectively providing
concurrently with the issuance, incurrence, creation, assumption or guaranty of any such Indebtedness that the Securities of such series (together with, if the Company shall so determine, any other indebtedness of or guarantee by the Company or such
Restricted Subsidiary ranking equally with the Securities of such series and then existing or thereafter created) shall be secured equally and ratably with (or, at the Company’s option, prior to) such secured Indebtedness until such time as
such Indebtedness is no longer secured by a lien. The preceding sentence shall not require the Company to secure any Securities of such series if the lien consists of either of the following: 

(a) Permitted Liens; or 
 (b) liens securing Indebtedness if, after giving pro forma effect to the incurrence, creation, assumption or guaranty of such Indebtedness (and the receipt and application of the proceeds thereof) or the
securing of outstanding Indebtedness, the sum of (without duplication) (i) the aggregate principal amount of all such Indebtedness of the Company and its Subsidiaries secured by liens (other than Permitted Liens) upon the assets of the Company
or any Restricted Subsidiary or, if less, the fair market value of the property subject to such lien, as determined in good faith by the Board of Directors and (ii) all Attributable Debt in respect of Sale and Lease-Back Transactions not
otherwise permitted under the first sentence of Section 9.10, at the time of determination does not exceed fifteen percent of Consolidated Net Worth. 
 SECTION 9.10. Limitations on Sale and Lease-Back Transactions. Unless the terms of a particular series of Securities otherwise provide, so long as any Securities of such series remain Outstanding,
the Company will not, nor will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction for a term of more than three years unless (a) the assets subject to the Sale and Lease-Back Transaction have not been owned
by the Company or a Restricted Subsidiary or have not been in full operation for more than one year prior to the Sale and Lease-Back Transaction or (b) the Company or such Restricted Subsidiary would be entitled


  
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to incur Indebtedness secured by a lien on such assets in an amount at least equal to the Attributable Debt with respect to such Sale and Lease-Back Transaction without equally and ratably
securing the Securities of such series pursuant to Section 9.09 or (c) the Company, within 180 days after the effective date of such Sale and Lease-Back Transaction, applies an amount equal to the value of such assets to the Defeasance or
retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by way of payment at maturity) of Securities or other Indebtedness of the Company or a Restricted Subsidiary that matures more than one year after the
creation of such Indebtedness or to the purchase, construction or development of other comparable property or (d) the transaction is between the Company and one of its Restricted Subsidiaries. Notwithstanding the foregoing, the Company and its
Restricted Subsidiaries shall be allowed to enter into Sale and Lease-Back Transactions if, after giving pro forma effect to such Sale and Lease-Back Transaction (and the receipt and application of proceeds thereof) the sum of (without duplication)
(i) the aggregate principal amount of all Indebtedness of the Company and its Subsidiaries secured by liens (other than Permitted Liens) upon the assets of the Company or any Restricted Subsidiary or, if less, the fair market value of the
property subject to such lien, as determined in good faith by the Board of Directors and (ii) all Attributable Debt in respect of Sale and Lease-Back Transactions not otherwise permitted under the first sentence of this Section 9.10 at the
time of determination does not exceed fifteen percent of Consolidated Net Worth. 
 SECTION 9.11. Waiver of Certain
Covenants. The Company may omit in any particular instance to comply with any term, provision or condition set forth in Sections 9.09 or 9.10 with respect to the Securities of any series if before the time for such compliance the Holders of not less
than a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision
or condition shall remain in full force and effect. 
 ARTICLE 10 

REDEMPTION OF SECURITIES 
 SECTION 10.01. Applicability of Article. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 2.01 for Securities of any series) in accordance with this Article. 

SECTION 10.02. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by a
Board Resolution. In case of any redemption at the election of the Company of the Securities of any series, the Company shall, at least 30 and not more than 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction. 

  
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 SECTION 10.03. Selection by Trustee of Securities to be Redeemed. If less than all the
Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not less than 90 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for
redemption, pro rata, by lot or by any other method as the Trustee considers fair and appropriate and that complies with the requirements of the principal national securities exchange, if any, on which such Securities are listed, and which may
provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the
minimum authorized denomination for Securities of that series; provided, however, that if the Securities of such series are held by a Depositary, the Securities of such series shall be selected for redemption in compliance with the applicable
policies and procedures of such Depositary. 
 The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 
 For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of the Securities shall relate, in the case of any Securities redeemed or to be
redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. 

SECTION 10.04. Notice of Redemption. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register. 
 All notices of redemption shall state: 
 (1) the Redemption Date; 

(2) the Redemption Price; 
 (3) if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be
redeemed; 
 (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be
redeemed and, if applicable, that interest thereon will cease to accrue on and after said date; 
 (5) the place or places where
such Securities are to be surrendered for payment of the Redemption Price; 
 (6) that the redemption is for a sinking fund, if
such is the case; and 
 (7) the CUSIP number, if any, of the Securities to be redeemed. 

  
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 Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request made at least five Business Days prior to the date upon which such notice is to be mailed, by the Trustee in the name and at the expense of the Company. 

SECTION 10.05. Deposit of Redemption Price. Prior to 10:00 a.m. at each Place of Payment on any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.08) an amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date. 
 Unless any Security by its terms prohibits any sinking fund payment obligation from being satisfied by delivering and crediting Securities (including Securities redeemed otherwise than through a sinking
fund), the Company may deliver such Securities to the Trustee for crediting against such payment obligation in accordance with the terms of such Securities and this Indenture. 
 SECTION 10.06. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at
the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) 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 Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular or Special Record Dates according to their
terms and the provisions of Section 2.08. 
 If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
 SECTION 10.07. Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at an office or agency of the Company at a Place of Payment therefor (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and Stated Maturity, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 

  
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 ARTICLE 11 
 SINKING FUNDS 
 SECTION 11.01. Applicability of Article. The provisions of
this Article shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise specified as contemplated by Section 2.01 for Securities of such series. 

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a
“mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment.” If provided for
by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 11.02. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided
for by the terms of Securities of such series. 
 SECTION 11.02. Satisfaction of Sinking Fund Payments with Securities. The
Company (1) may deliver Securities of a series (other than any Securities previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of
such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities have not been previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 

SECTION 11.03. Redemption of Securities for Sinking Fund. Not less than 45 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 11.02 and will also deliver to the Trustee any Securities to be so delivered
(which have not been previously delivered). Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 10.03 and
cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 10.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 10.06 and 10.07. 
 ARTICLE 12 

DEFEASANCE AND COVENANT DEFEASANCE 
 SECTION 12.01. Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance. Unless pursuant to Section 2.01 provision is made for the inapplicability of either or
both of (a) Defeasance of the Securities of a series under Section 12.02 or (b)

  
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Covenant Defeasance of the Securities of a series under Section 12.03, then the provisions of such Section or Sections, as the case may be, together with the other provisions of this
Article, shall be applicable to the Securities of such series, and the Company may at its option by Board Resolution, at any time, with respect to the Securities of such series, elect to have either Section 12.02 (unless inapplicable) or
Section 12.03 (unless inapplicable) be applied to the Outstanding Securities of such series upon compliance with the applicable conditions set forth below in this Article. 

SECTION 12.02. Defeasance and Discharge. Upon the Company’s exercise of the option provided in Section 12.01 to defease
the Outstanding Securities of a particular series, the Company shall be discharged from its obligations with respect to the Outstanding Securities of such series on the date the applicable conditions set forth in Section 12.04 are satisfied
(hereinafter, “Defeasance”). Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided, however, that the
following rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund
provided for in Section 12.04, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections
2.05, 2.06, 2.07, 5.07, 9.02 and 9.08, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article. Subject to compliance with this Article, the Company may exercise its option with respect to
Defeasance under this Section 12.02 notwithstanding the prior exercise of its option with respect to Covenant Defeasance under Section 12.03 in regard to the Securities of such series. 

SECTION 12.03. Covenant Defeasance. Upon the Company’s exercise of the option provided in Section 12.01 to obtain a
Covenant Defeasance with respect to the Outstanding Securities of a particular series, the Company shall be released from its obligations under this Indenture (except its obligations under Sections 2.05, 2.06, 2.07, 4.06, 4.09, 5.07, 5.10, 9.01,
9.02, 9.06, 9.07 and 9.08) with respect to the Outstanding Securities of such series on and after the date the applicable conditions set forth in Section 12.04 are satisfied (hereinafter, “Covenant Defeasance”). Covenant
Defeasance shall mean that, with respect to the Outstanding Securities of such series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in this Indenture (except its
obligations under Sections 2.05, 2.06, 2.07, 4.06, 4.09, 5.07, 5.10, 9.01, 9.02, 9.06, 9.07 and 9.08), whether directly or indirectly by reason of any reference elsewhere herein or by reason of any reference to any other provision herein or in any
other document, and such omission to comply shall not constitute an Event of Default under Section 4.01(4) with respect to Outstanding Securities of such series, and the remainder of this Indenture and of the Securities of such series shall be
unaffected thereby. 

  
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 SECTION 12.04. Conditions to Defeasance or Covenant Defeasance. The following shall be
the conditions to Defeasance under Section 12.02 and Covenant Defeasance under Section 12.03 with respect to the Outstanding Securities of a particular series: 
 (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 5.09 who shall agree to comply with the
provisions of this Article applicable to it), under the terms of an irrevocable trust agreement in form and substance reasonably satisfactory to such Trustee, as trust funds in trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, after payment of all federal, state and local taxes or other charges or assessments
in respect thereof payable by the Trustee, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities of such series on the Stated
Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable
in accordance with the terms of this Indenture and of such Securities. 
 (2) No Default or Event of Default
with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit, and no Default or Event of Default under clause (6) or (7) of Section 4.01
hereof shall occur and be continuing, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). 

(3) Such deposit, Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any
other material agreement or instrument to which the Company is a party or by which it is bound. 
 (4) Such Defeasance or
Covenant Defeasance shall not cause any Securities of such series then listed on any national securities exchange registered under the Exchange Act to be delisted. 
 (5) In the case of an election with respect to Section 12.02, the Company shall have delivered to the Trustee either (a) a ruling directed to the Trustee received from the Internal Revenue
Service to the effect that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Defeasance and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such Defeasance had not occurred or (B) an Opinion of Counsel, based on such ruling or on a change in the applicable federal income tax law since the date of this
Indenture, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such
Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Defeasance had not occurred. 

  
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 (6) In the case of an election with respect to Section 12.03, the Company shall have
delivered to the Trustee an Opinion of Counsel or a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for
federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred.

 (7) Such Defeasance or Covenant Defeasance shall be effected in compliance with any additional terms, conditions or
limitations which may be imposed on the Company in connection therewith pursuant to Section 2.01. 
 (8) The Company shall
have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the Defeasance under Section 12.02 or the Covenant Defeasance under
Section 12.03 (as the case may be) have been complied with. 
 SECTION 12.05. Deposited Money and Government
Obligations to be Held in Trust. Subject to the provisions of the last paragraph of Section 9.08, all money and Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee—collectively
for purposes of this Section 12.05, the “Trustee”) pursuant to Section 12.04 in respect of the Outstanding Securities of a particular series shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and
to become due thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. 
 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 12.04 or the principal and
interest received in respect thereof, other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities of such series. 
 Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government Obligations held by it as provided
in Section 12.04 with respect to Securities of any series which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited for the purpose for which such money or Government Obligations were deposited. 
 SECTION 12.06. Reinstatement. If the Trustee or the Paying Agent is unable to apply any money or U.S. Government Obligations, as the case may be, in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been
discharged or 

  
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released pursuant to Section 12.02 or 12.03 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the
Trustee or Paying Agent is permitted to apply all money or U.S. Government Obligations, as the case may be, held in trust pursuant to Section 12.05 with respect to such Securities in accordance with this Article; provided,
however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money or U.S. Government Obligations, as the case may be, so held in trust. 

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

			
	THE INTERPUBLIC GROUP OF COMPANIES, INC.
		
	By:	 	 /s/ Nicholas J. Camera

	Name:	 	Nicholas J. Camera
	Title:	 	Senior Vice President, Secretary and General Counsel
	
	 U.S. BANK NATIONAL ASSOCIATION
 as Trustee

		
	By:	 	 /s/ George T. Hogan





			
	Name:	 	George T. Hogan
	Title:	 	Vice President


  
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

  
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