EX-4.3







EXHIBIT 4.3



PHH CORPORATION




and




[          ]




TRUSTEE




INDENTURE




DATED AS
OF
[          ],
[      ]




SUBORDINATED DEBT SECURITIES




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE
	ARTICLE ONE

	 
	 	 	 	 
	DEFINITIONS AND OTHER PROVISIONS

	OF GENERAL APPLICATION

	 
	 	 	 	 
	SECTION 101. Definitions
	 	 	2	 
	Act
	 	 	2	 
	Affiliate
	 	 	2	 
	Authenticating Agent
	 	 	2	 
	Beneficial Owner
	 	 	2	 
	Board of Directors
	 	 	2	 
	Board Resolution
	 	 	2	 
	Business Day
	 	 	2	 
	Commission
	 	 	3	 
	Company
	 	 	3	 
	“Company
Request” or “Company Order”
	 	 	3	 
	Corporate Trust Office
	 	 	3	 
	Corporation
	 	 	3	 
	Defaulted Interest
	 	 	3	 
	Depositary
	 	 	3	 
	Dollar
	 	 	3	 
	Euro
	 	 	3	 
	Event of Default
	 	 	3	 
	Extension
Notice
	 	 	3	 
	Extension
Period
	 	 	3	 
	Final
Maturity
	 	 	3	 
	Fixed Rate Security
	 	 	3	 
	Floating Rate Security
	 	 	3	 
	Foreign Currency
	 	 	3	 
	Global Security
	 	 	3	 
	Holder
	 	 	3	 
	Indenture
	 	 	3	 
	Interest
	 	 	3	 
	Interest Payment Date
	 	 	3	 
	Journal
	 	 	4	 
	Lien
	 	 	4	 
	Market Exchange Rate
	 	 	4	 
	Maturity
	 	 	4	 
	Officers’ Certificate
	 	 	4	 
	Opinion of Counsel
	 	 	4	 
	Optional
Reset Date
	 	 	4	 
	Original Issue Discount Security
	 	 	4	 
	Outstanding
	 	 	4	 
	Paying Agent
	 	 	4	 
	Person
	 	 	4	 
	Place of Payment
	 	 	4	 
	Predecessor Security
	 	 	5	 
	Property
	 	 	5	 
	Redemption Date
	 	 	5	 
	Redemption Price
	 	 	5	 






 









 






	 	 	 	 	 
	 	 	PAGE
	Regular Record Date
	 	 	5	 
	Reset Notice
	 	 	5	 
	Responsible Officer
	 	 	5	 
	Securities
	 	 	5	 
	Security Register
	 	 	5	 
	Security Registrar
	 	 	5	 
	Senior
Indebtedness
	 	 	5	 
	Special Record Date
	 	 	5	 
	Stated Maturity
	 	 	5	 
	Subordinated
Indebtedness
	 	 	5	 
	Subsequent
Interest Period
	 	 	5	 
	Subsidiary
	 	 	5	 
	Trustee
	 	 	5	 
	Trust Indenture Act
	 	 	5	 
	Vice President
	 	 	5	 
	SECTION 102. Compliance Certificates and Opinions
	 	 	5	 
	SECTION 103. Form of Documents Delivered to Trustee
	 	 	6	 
	SECTION 104. Acts of Holders
	 	 	6	 
	SECTION 105. Notices, Etc., to Trustee and Company
	 	 	7	 
	SECTION 106. Notice to Holders; Waiver
	 	 	7	 
	SECTION 107. Conflict with Trust Indenture Act
	 	 	7	 
	SECTION 108. Effect of Headings and Table of Contents
	 	 	8	 
	SECTION 109. Successors and Assigns
	 	 	8	 
	SECTION 110. Separability Clause
	 	 	8	 
	SECTION 111. Benefits of Indenture
	 	 	8	 
	SECTION 112. Governing Law
	 	 	8	 
	SECTION 113. Legal Holidays
	 	 	8	 
	SECTION 114. Indenture and Securities Solely Corporate Obligations
	 	 	8	 
	SECTION 115.
Consent of Holders of Securities in a Foreign Currency or Euros
	 	 	8	 
	SECTION 116. Payment Currency
	 	 	9	 
	 
	 	 	 	 
	ARTICLE TWO

	SECURITY FORMS

	 
	 	 	 	 
	SECTION 201. Forms Generally
	 	 	9	 
	SECTION 202. Form of Trustee’s Certificate of Authentication
	 	 	9	 
	 
	 	 	 	 
	ARTICLE THREE

	THE SECURITIES

	 
	 	 	 	 
	SECTION 301. Amount Unlimited; Issuable in Series
	 	 	10	 
	SECTION 302. Denominations
	 	 	11	 
	SECTION 303. Execution, Authentication, Delivery and Dating
	 	 	11	 
	SECTION 304. Temporary Securities
	 	 	12	 
	SECTION 305. Registration, Registration of Transfer and Exchange
	 	 	12	 
	SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	13	 
	SECTION 307.
Payment of Interest; Interest Rights Preserved; Optional Interest
Reset
	 	 	13	 
	SECTION 308. Persons Deemed Owners
	 	 	14	 
	SECTION 309. Cancellation
	 	 	14	 
	SECTION 310. Computation of Interest
	 	 	14	 
	SECTION 311. Global Securities
	 	 	15	 
	SECTION 312.
Optional Extension of Maturity
	 	 	16	 
	SECTION 313.
CUSIP and ISIN Number
	 	 	16	 
	 
	 	 	 	 
	ARTICLE FOUR

	SATISFACTION AND DISCHARGE

	 
	 	 	 	 
	SECTION 401. Satisfaction and Discharge of Securities of any Series
	 	 	16	 
	SECTION 402. Satisfaction and Discharge of Indenture
	 	 	17	 
	SECTION 403. Application of Trust Money
	 	 	17	 
	 
	 	 	 	 
	ARTICLE FIVE

	REMEDIES

	 
	 	 	 	 
	SECTION 501. Events of Default
	 	 	17	 
	SECTION 502. Acceleration of Maturity; Rescission and Annulment
	 	 	18	 
	SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	19	 
	SECTION 504. Trustee May File Proofs of Claim
	 	 	19	 
	SECTION 505. Trustee May Enforce Claims Without Possession of Securities
	 	 	20	 
	SECTION 506. Application of Money Collected
	 	 	20	 
	SECTION 507. Limitation on Suits
	 	 	20	 
	SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	21	 
	SECTION 509. Restoration of Rights and Remedies
	 	 	21	 
	SECTION 510. Rights and Remedies Cumulative
	 	 	21	 
	SECTION 511. Delay or Omission Not Waiver
	 	 	21	 
	SECTION 512. Control by Holders
	 	 	21	 
	SECTION 513. Waiver of Past Defaults
	 	 	21	 
	SECTION 514. Undertaking for Costs
	 	 	22	 
	 
	 	 	 	 
	ARTICLE SIX

	THE TRUSTEE

	 
	 	 	 	 
	SECTION 601. Certain Duties and Responsibilities
	 	 	22	 
	SECTION 602. Notice of Defaults
	 	 	23	 






 









 






	 	 	 	 	 
	 	 	PAGE
	SECTION 603. Certain Rights of Trustee
	 	 	23	 
	SECTION 604. Not Responsible for Recitals or Issuance of Securities
	 	 	24	 
	SECTION 605. May Hold Securities
	 	 	24	 
	SECTION 606. Money Held in Trust
	 	 	24	 
	SECTION 607. Compensation and Reimbursement
	 	 	24	 
	SECTION 608.
Corporate Trustee Required; Eligibility; Conflicting Interests
	 	 	25	 
	SECTION 609. Resignation and Removal; Appointment of Successor
	 	 	26	 
	SECTION 610. Acceptance of Appointment by Successor
	 	 	27	 
	SECTION 611. Merger, Conversion, Consolidation or Succession to Business
	 	 	27	 
	SECTION 612. Preferential Collection of Claims Against Company
	 	 	28	 
	SECTION 613. Appointment of Authenticating Agent
	 	 	29	 
	 
	 	 	 	 
	ARTICLE SEVEN

	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

	 
	 	 	 	 
	SECTION 701.
Holder Lists
	 	 	30	 
	SECTION 702.
Communications by Holders with Other Holders
	 	 	30	 
	SECTION 703. Reports by Trustee
	 	 	31	 
	SECTION 704. Reports by Company
	 	 	31	 
	 
	 	 	 	 
	ARTICLE EIGHT

	SUCCESSOR CORPORATION

	 
	 	 	 	 
	SECTION 801.
Limitation on Consolidation, Merger and Sale of Assets
	 	 	33	 
	SECTION 802. Successor Person Substituted
	 	 	33	 
	 
	 	 	 	 
	ARTICLE NINE

	SUPPLEMENTAL INDENTURES

	 
	 	 	 	 
	SECTION 901. Supplemental Indentures Without Consent of Holders
	 	 	35	 
	SECTION 903. Execution of Supplemental Indentures
	 	 	36	 
	SECTION 904. Effect of Supplemental Indentures
	 	 	36	 
	SECTION 905. Conformity with Trust Indenture Act
	 	 	36	 
	SECTION 906. Reference in Securities to Supplemental Indentures
	 	 	36	 
	 
	 	 	 	 
	ARTICLE TEN

	COVENANTS

	 
	 	 	 	 
	SECTION 1001. Payment of Principal, Premium and Interest
	 	 	37	 
	SECTION 1002. Maintenance of Office or Agency
	 	 	37	 
	SECTION 1003. Money for Securities Payments to Be Held in Trust
	 	 	37	 
	SECTION 1004. Corporate Existence
	 	 	38	 
	SECTION 1005. Statement as to Compliance
	 	 	38	 
	SECTION 1006. Waiver of Certain Covenants
	 	 	38	 
	 
	 	 	 	 
	ARTICLE ELEVEN

	REDEMPTION OF SECURITIES

	 
	 	 	 	 
	SECTION 1101. Applicability of Article
	 	 	39	 
	SECTION 1102. Election to Redeem; Notice to Trustee
	 	 	39	 
	SECTION 1103. Selection by Trustee of Securities to be Redeemed
	 	 	39	 
	SECTION 1104. Notice of Redemption
	 	 	39	 
	SECTION 1105. Deposit of Redemption Price
	 	 	40	 
	SECTION 1106. Securities Payable on Redemption Date
	 	 	40	 
	SECTION 1107. Securities Redeemed in Part
	 	 	40	 
	 
	 	 	 	 
	ARTICLE TWELVE

	SINKING FUNDS

	 
	 	 	 	 
	SECTION 1201. Applicability of Article
	 	 	40	 
	SECTION 1202. Satisfaction of Sinking Fund Payments with Securities
	 	 	41	 
	SECTION 1203. Redemption of Securities for Sinking Fund
	 	 	41	 
	 
	 	 	 	 
	ARTICLE THIRTEEN

	REPAYMENT AT THE OPTION OF
HOLDERS

	 
	 	 	 	 
	SECTION
1301. Applicability of article
	 	 	41	 
	 
	 	 	 	 
	ARTICLE FOURTEEN

	SUBORDINATION

	 
	 	 	 	 
	SECTION 1401. Securities Subordinated to Senior Indebtedness
	 	 	41	 
	SECTION 1402. Effectuation of Subordination by Trustee
	 	 	41	 
	SECTION 1403. Knowledge of Trustee
	 	 	41	 
	SECTION 1404. Trustee’s Relation to Senior Indebtedness
	 	 	41	 
	SECTION 1405. Rights of Holders of Senior Indebtedness Not Impaired
	 	 	41	 







 









 




     
INDENTURE, dated as of
[          ], [     ], between PHH Corporation, a
corporation duly organized and existing under the laws of the State of
Maryland (herein called the “Company”), and
[                    ],
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 unsecured and subordinated debentures, notes or
other evidences of senior 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 proportionate benefit of all
holders of the Securities or of any series thereof, as follows:



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




SECTION 101. Definitions.




     For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:



     (1) the terms defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular;



     (2) all other terms used herein which are defined in the Trust Indenture Act, either directly
or by reference therein, have the meanings assigned to them therein;



     (3) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles and, except as otherwise herein expressly
provided, the term “generally accepted accounting principles” with respect to any computation
required or permitted hereunder shall mean such accounting principles
as are generally accepted in the United States of America at
the date of such computation; and



     (4) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other subdivision.




     “Act,” when used with respect to any Holder, has the meaning specified in Section 104.



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



     “Authenticating Agent” means any Person authorized by the Trustee to act on behalf of the
Trustee to authenticate and deliver one or more series of Securities.



     “Beneficial Owner” means, with respect to Global Securities, the Person who is the beneficial
owner of such Securities as effected on the books of the Depositary for such Securities or on the
books of a Person maintaining an account with such Depositary (directly or as an indirect
participant, in accordance with the rules of such Depositary).



     “Board of Directors” means either the board of directors of the Company or any duly authorized
committee of that board.



     “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, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of
Payment, and (i) with respect to Securities denominated in a Foreign Currency, the capital city of
the country of the Foreign Currency, or (ii) with respect to
Securities denominated in Euros, Luxembourg,
Brussels, are authorized or obligated by it to close.



2









 





     “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, as amended, 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 its Chairman, its President or a Vice President, and by its Treasurer, an Assistant
Treasurer, its Controller, an Assistant Controller, its Secretary or an Assistant Secretary, and
delivered to the Trustee.



     “Corporate Trust Office” means the principal corporate trust office of the Trustee at which at
any particular time its corporate trust business shall be principally administered. At the date of this
Indenture, the Corporate
Trust Office of the Trustee is located, at
[         ], except that whenever a provision
herein refers to an office or agency of the Trustee in the Borough of
Manhattan, City of New York, New York, such office is located, at the
date hereof, at [         ].



     “Corporation” includes corporations, associations, companies and business trusts.



     “Defaulted Interest” has the meaning specified in Section 307.



     “Depositary” means a clearing agency registered as such under the Securities Exchange Act of
1934, as amended, or any successor thereto, which shall in either case be designated by the Company
pursuant to Section 301 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,
such Persons, “Depositary” as used with respect to the Securities of any series shall mean the Depositary with
respect to the Securities of that series.



     “Dollar”
or “$” or any similar reference means the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.



     “Euro” means the single currency of participating member states of the economic and monetary union
as contemplated in the Treaty on European Union.




     “Event of Default” has the meaning specified in Section 501.



     “Extension Notice” has the meaning specified in Section 312.



     “Extension Period” has the meaning specified in Section 312.



     “Final Maturity” has the meaning specified in Section 312.




     “Fixed Rate Security” means a Security which provides for the payment of interest at a fixed
rate.



     “Floating Rate Security” means a Security which provides for the payment of interest at a
variable rate determined periodically by reference to an interest rate index or other index
specified pursuant to Section 301.



     “Foreign Currency” means a currency issued by the government of a country other than the
United States of America.



     “Global Security” means a Security evidencing all or part of a series of Securities which is
executed by the Company and authenticated and delivered to the
Depositary for such series or its nominee, all in accordance with this Indenture and pursuant to a Company Order,
which shall be registered in the name of the Depositary or its nominee and which shall represent
the amount of uncertificated securities as specified therein.




     “Holder” means a Person in whose name a Security is registered in the Security Register.



     “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 any Officers’ Certificates setting forth the form
and terms of particular series of Securities as contemplated by Sections 201 and 301.



     “Interest,” when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, means interest payable after Maturity.



     “Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of
an installment of interest on such Security.



3









 






     “Journal”
means the official Journal of the European Union or successor
publication thereto.


     “Lien” means any mortgage, pledge, lien, security interest or encumbrance.



     “Market
Exchange Rate” means on a given date, the noon Dollar buying rate in New York City for cable
transfers of a currency as published by the Federal Reserve
Bank of New York, provided that, in the case of the Euro, Market Exchange Rate shall
mean the rate of exchange determined by the Commission of the European Union (or any successor thereto) as published in the Journal.



     “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.



     “Officers’ Certificate” means a certificate signed by the Chairman, the President, a Vice
President or the Treasurer, and by an Assistant Treasurer, the Controller, an Assistant Controller,
the Secretary or an Assistant Secretary, of the Company, 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 or the Trustee, and who shall be acceptable to the Trustee, which opinion is
delivered to the Trustee.



     “Optional
Reset Date” has the meaning specified in Section 307.




     “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 502.



     “Original Stated Maturity” has the meaning specified in Section 312.




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



     (i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;



     (ii) Securities or portions thereof for whose payment 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 or portions
thereof are to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made; and



     (iii) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of
which other
Securities have been authenticated and delivered pursuant to this Indenture, other than any such
Securities in respect of which there shall have been presented to the Trustee proof satisfactory to
it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company;



provided, however, that in determining whether the Holders of the
requisite principal amount of Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, 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 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. In determining the requisite principal amount of
any Original Issue Discount Security, such principal amount that shall be deemed to be Outstanding
shall be equal to the amount of the principal thereof that could be declared to be due and payable
upon an Event of Default pursuant to the terms of such Original Issue Discount Security at the time
of such determination.



     
“Paying Agent” means any Person, which may include the Company, authorized by the Company to pay the principal of (and
premium, if any) or interest, if any, on any Security on behalf of the Company.



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



     “Place of Payment,” when used with respect to the Securities of any



4









 




series, means the place or
places where the principal of (and premium, if any) and interest, if any, on the Securities of that
series are payable as specified as contemplated in Section 301 or, if not so specified, as
specified in Section 1002.




     “Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same debt as that evidenced by such particular Security; and, for the purposes
of this definition, any Security authenticated and delivered under Section 306 in 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.



     “Property” means any kind of property or asset, whether real, personal or mixed, tangible or
intangible.



     “Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed
for such redemption by or pursuant to this Indenture.



     “Redemption Price,” when used with respect to any Security to be redeemed, means the price at
which it is to be redeemed pursuant to this Indenture.



     “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 301.



     “Reset Notice” has the meaning specified in Section 307.




     “Responsible Officer,” when used with respect to the Trustee, means any officer of the Trustee
assigned to administer corporate trust matters and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred because of his or her
knowledge of and familiarity with the particular subject.



     “Securities” has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this Indenture.



     “Security Register” and “Security Registrar” have the respective meanings specified in Section
305.



     “Senior Indebtedness” means all of the indebtedness of, or indebtedness guaranteed by, the
Company for borrowed money (including the principal of, premium, if any, or interest on any such
borrowed money and any commitment fees for unborrowed amounts which, if borrowed, would constitute
Senior Indebtedness), whether currently outstanding or hereafter incurred, unless, under the
instrument evidencing the same or under which the same is outstanding, it is expressly provided
that such indebtedness is subordinate to other indebtedness and obligations of the Company.




     “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 307.



     “Stated Maturity,” when used with respect to any Security or any installment of principal
thereof or interest thereon, 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.



     “Subordinated Indebtedness” shall mean the Securities and all other indebtedness of, or
guaranteed by, the Company whether or not outstanding as of the date of this Indenture, which is by
its terms made subordinate and junior in right of payment to all Senior Indebtedness.



     “Subsequent Interest Period” has the meaning specified in Section 307.





     “Subsidiary” means with respect to any Person, any corporation, association, joint venture,
partnership, limited liability company or other business entity of which at least a majority of the
voting stock or other ownership interests having voting power for the
election of directors, managers or trustees (or the
equivalent) is, at the time as of which any determination is being made, owned or controlled by
such Person or one or more subsidiaries of such Person, or by such Person and one or more
subsidiaries of such Person, other than shares, interests,
participations or other equivalents having such power by reason of
the occurrence of any contingency.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument
until a successor trustee shall have become such with respect to one or more series of Securities
pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or
include each Person who is then a Trustee hereunder, provided, however, that 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 (15 U.S.
Code Sections 77aaa-77bbbb) as in force at the date on the date of
this Indenture, except as provided in Section 905.



     “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 102. 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



5









 




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:



     (1) a statement that each individual signing such certificate or opinion has read such
condition or covenant and the definitions herein relating thereto;



     (2) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based;



     (3) 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 condition or covenant has been complied with; and



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



SECTION 103. Form of Documents Delivered to Trustee.




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



     Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, 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.



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



SECTION 104. Acts of Holders.




     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders (or Holders of any series) may be
embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered to
the Trustee and, 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 601) conclusive in favor of the Trustee and the Company and
any agent of the Trustee or 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 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; and the Trustee may in any
instance require further proof with respect to any of the matters referred to in this Section.



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     (c) 
The ownership of Securities
and the principal amount held by any Person and the date of holding the same
shall be proved by the Security Register.



     (d) 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 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. 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 provision of this Indenture not later than six
months after the record date.



     (e) 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, the Security Registrar, any Paying
Agent or the Company in reliance thereon, whether or not notation of such action is made upon such
Security.



SECTION 105. Notices, Etc., to Trustee and Company.




     Except as otherwise specifically provided herein, any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,



     (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate
Trust Office, or



     (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Company addressed to the attention of its
Treasurer at
[          ]
or any other address subsequently furnished in writing to the Trustee
by the Company.



SECTION 106. Notice to Holders; Waiver.




     Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein 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. Any notice mailed
in the manner prescribed by this Indenture shall be conclusively presumed to have been duly given
whether or not received by any particular Holder. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.



     In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as shall be made with
the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. In 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.


     In the case of Global Securities, notices or communications to be given to Holders shall be given
to the Depository, in accordance with its applicable policies from time to time.



SECTION 107. Conflict with Trust Indenture Act.




     If any provision hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such
required provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to apply to this
Indenture as so modified or to be excluded, as the case may be.



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SECTION 108. 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 109. Successors and Assigns.




     All covenants and agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not. All agreements of the Trustee, any additional trustee and any Paying Agents in this Indenture shall
bind their respective successors and assigns.



SECTION 110. Separability Clause.




     In case any provision of 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, and a Holder shall have no
claim therefor against any party hereto.



SECTION 111. Benefits of Indenture.




     Nothing in this Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto, any Paying Agent, any Security Registrar, or any Authenticating
Agent and their respective successors hereunder and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture.



SECTION 112. Governing Law.




     This Indenture and the Securities shall be governed and construed by and in accordance with
the laws of the State of New York, as applied to contracts made and
performed within the State of New York without regard to principles
of conflicts of laws.



SECTION 113. Legal Holidays.




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



SECTION 114. Indenture and Securities Solely Corporate Obligations.




     No recourse for the payment of the principal of (or premium, if any) or interest on any
Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or
upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental
indenture, or in any Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation, either directly or through the Company or
any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a consideration for,
the execution of this Indenture and the issuance of the Securities.



SECTION
115. Consent of Holders of Securities in a Foreign Currency or Euros.




     Unless otherwise specified in a certificate delivered pursuant to Section 301 of this
Indenture with respect to a particular series of Securities, whenever for purposes of this
Indenture any action may be taken by the Holders of a specified percentage in aggregate principal
amount of Securities of all series or all series affected by a particular action at the time
Outstanding and, at such time, there are Outstanding Securities of any series which are denominated
in a coin, currency or currency unit other than Dollars, then the principal amount of Securities of
such series which shall be deemed to be Outstanding for the purpose of taking such action shall be
that amount of Dollars that could be obtained for the stated Foreign
Currency or Euro principal
amount of such Outstanding Securities at the Market Exchange Rate on the record date for the
purpose of taking such action. If the appropriate Market Exchange Rate is not available for any
reason with respect to such currency, the Trustee shall use, in its sole
discretion and without liability on its part, such quotation of the Federal Reserve Bank of New
York or, in the case of Euros, the rate of exchange as published in Journal, as of
the most recent available date, or quotations or, in the case of Euros, rates of



8









 




exchange from one
or more major banks in The City of New York or in the country of issue of the currency in question
or, in the case of Euros, in Luxembourg or such other quotations or, in the case
of Euros, rates of exchange as the Trustee, upon consultation with the
Company, shall deem appropriate. All decisions and determinations
of the Trustee regarding the Market Exchange Rate or any alternative determination provided for in
the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and irrevocably binding upon the Company and all Holders.




SECTION 116. Payment Currency.




     If the principal of and/or interest on (or premium, if any, on) any Securities is payable in a
Foreign Currency or Euros and such Foreign Currency or Euros is not available for payment due to the
imposition of exchange controls or other circumstances beyond the control of the Company, then the
Company shall be entitled to satisfy its obligations to Holders under this Indenture by making such
payment in Dollars on the basis of the Market Exchange Rate for such Foreign Currency or Euros on the
latest date for which such rate was established on or before the date on which payment is due. Any
payment made under this Section 116 in Dollars where the required payment is in a Foreign Currency
or Euros shall not constitute an Event of Default.




ARTICLE TWO




SECURITY FORMS




SECTION 201. Forms Generally.




     The Securities of each series shall be in substantially the form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, 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, an appropriate Officers’
Certificate setting forth such form together with a copy of the Board Resolution shall be delivered
to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.



     The definitive Securities shall be printed, typed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner permitted by the rules of any
securities exchange on which the Securities may be listed, all as determined by the officers
executing such Securities, as evidenced by their execution of such Securities.



SECTION 202. Form of Trustee’s Certificate of Authentication.




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     The Trustee’s certificate of authentication shall be in substantially the form set forth
below:



     This is one of the Securities of the series designated herein issued under the
within-mentioned Indenture.



	 	 	 	 	 
	 	[                        ], as Trustee

 	 
	 	By  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



ARTICLE THREE




THE SECURITIES




SECTION 301. Amount Unlimited; Issuable in Series.





     The aggregate principal amount of securities which may be authenticated and delivered under
this Indenture is unlimited.



     The Securities may be issued in one or more series. There shall be established in or pursuant
to a procedure established in a Board Resolution, and set forth in an Officers’ Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance of Securities of
any series:



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



     (2) any limit upon the aggregate principal amount of the Securities of the series which may be
authenticated and delivered under this Indenture (except for Securities authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series
pursuant to Section 304, 305, 306, 906 or 1107);



     (3) the date or dates on which the principal of (and premium, if any, on) the Securities of
the series is payable, or the manner in which such dates are determined;



     (4) the price or prices (expressed as a percentage of the principal amount thereof) at
which the Securities of the series will be issued;




     (5) the rate or rates at
which the Securities of the series shall bear interest, if any, or
if applicable, the method used to determine such rate or rates (including, but not limited to, any commodity, commodity index, stock exchange index or financial
index) at which the Securities of the series shall bear interest, if any, the date or dates on
which such interest, if any, shall commence, the date or dates from which any such interest shall
accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any
such interest shall be payable, the Regular Record Dates, if any, for the payment of interest on
any Interest Payment Date and the rate or rates of interest, if any, payable on overdue
installments of interest on or principal of (or premium, if any, on) the Securities of the series,
and whether the interest rate may be reset upon certain designated events and, in the case of
Floating Rate Securities, the notice, if any, to Holders regarding the determination of interest
and the manner of giving such notice, and the extent to which, or the manner in which, any interest
payable on any Global Security on an Interest Payment Date will be
paid or calculated if other than in the manner
provided in Section 307 or Section 310 if other than
calculated on the basis of a 360-day year of twelve 30-day months;



     (6) if other than the Trustee, the identity of the Security Registrar and, if other than as
specified in Section 1002, the place or places where the principal of (and premium, if any) and
interest, if any, on Securities of the series shall be payable, or
the method of such payment, if by wire transfer, mail or other means;



     (7) if the Securities of such series are redeemable, the period or periods within which, the
price or prices at which and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company;



     (8) the obligation, if any, of the Company to redeem or purchase Securities of the series
pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the
period or periods within which, the price or prices at which and the terms and conditions upon
which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to
such obligation;




     (9) if
other than denominations of $1,000 and any integral multiple thereof, the denominations
in which Securities of the series shall be issuable;



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



10









 





     (11) additional covenants of the Company, if any, for the benefit of the Holders of Securities
of such series and additional Events of Default, if any, with respect to Securities of such series;



     (12) if the provisions of Section 401(4) relating to satisfaction and discharge of Securities
more than one year prior to their Stated Maturity or redemption shall apply to Securities of the
series, a statement of such fact;



     (13) if other than Dollars, the coin or currency in which the Securities of that series are
denominated (including, but not limited to any Foreign Currency or
Euros) if payments of principal of, or interest or premium, if any, on, the Securities of the series are
to be made in one or more currencies or currency units other than that or those in which such
Securities are denominated, the manner in which the exchange rate with respect to such payments
will be determined;



     (14) if the amount of payments of principal (and premium, if any) or interest, if any, on the
Securities of the series may be determined with reference to an index
based on a currency or currencies or by reference to a commodity.
commodity index, stock exchange index or financial index, the manner in which such
amounts shall be determined;



     (15) provisions, if any, for the defeasance of Securities of the series;



     (16) the date as of which any Global Security representing any Outstanding Debt Securities of
the series shall be dated if other than the date of original issuance of the first Security of the series to
be issued;



     (17) whether the Securities of the series shall be issued in whole or in part in the form of
one or more Global Securities and, in such case, the Depositary for such Global Security or
Securities;



     (18) the provisions, if any, relating to any collateral provided for the Securities of
the series;



     (19) any addition to or change in the Events of Default which applies to any Securities
of the series, and any change in the right of the Trustee or the requisite Holders of such
Securities to declare the principal amount thereof due and payable pursuant to Section 502;



     (20) the terms and conditions, if any, for conversion of the Securities into or exchange
of the Securities for shares of common stock or preferred stock of the Company that apply to
Securities of the series;



     (21) the right, if any, to extend the maturity of the Securities of the series and the
duration of such extension;



     (22) any depositories, interest rate calculation agents, exchange rate calculation agents
or other agents with respect to Securities of such series if other than those appointed
herein; and



     (23) any additional or different subordination terms applicable to Securities of the
series; and



     (24) any other terms, conditions, rights and preferences (or limitations on such rights and
preferences) relating to the Securities of such series.



     All Securities of any one series shall be substantially identical except as to denomination
and the rate or rates of interest, if any, the date or dates from which interest shall accrue and
maturity and except as may otherwise be provided in or pursuant to such Board Resolution and set
forth in such Officers’ Certificate or in any such indenture supplemental hereto.



     If any of the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of
the Officers’ Certificate setting forth the terms of the series.



     All Securities of any one series need not be issued at the same time, and may be issued from time
to time, consistent with the terms of this Indenture, if so provided by or pursuant to the Board
Resolution, supplemental indenture or Officers’ Certificate referred to above, however, the
authorized principal amount of any series may not be increased to provide for issuances of
additional Securities of such series, unless otherwise provided in such Board Resolution,
supplemental indenture or Officers’ Certificate.




SECTION 302. 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 301. 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 thereof.



SECTION 303. Execution, Authentication, Delivery and Dating.




     The Securities shall be executed on behalf of the Company by any two of its Chairman of the
Board, its President, any Vice President, its Treasurer or its Secretary, under its corporate seal
reproduced thereon. The signature of any of these officers on the Securities may be manual or
facsimile.



     Securities bearing the manual or facsimile signatures of individuals who were at any time the
proper officers 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 to the Trustee or an Authenticating Agent for authentication Securities of any
series executed by the Company, together with a Company Order for the authentication and delivery
of such Securities, and the Trustee or such Authenticating Agent in accordance with the Company
Order shall authenticate and deliver such Securities. If all the Securities of any series are not
to be issued at one time, and if the Board Resolution, Officers’ Certificate or supplemental
indenture establishing such series shall so permit, such Company Order may set forth procedures
acceptable to the Trustee for the issuance of such Securities and the determination of the terms of
particular Securities of such series such as interest rate, maturity date, date of issuance and
date from which interest shall accrue. If the form or terms of the Securities of the series



11









 




have been established in or pursuant to one or more Board Resolutions as permitted by Sections 201 and
301, in authenticating such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall receive, and (subject to Section 601)
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 Board Resolution as
permitted by Section 201, that such form has been established in conformity with the provisions of
this Indenture; and



     (b) if the terms of such Securities have been established by or pursuant to Board Resolution
as permitted by Section 301, that such terms have been established in conformity with the
provisions of this Indenture.



     If all the Securities of any series are not to be issued at one time, it shall not be
necessary to deliver an Opinion of Counsel at the time of issuance of each Security, but such
Opinion of Counsel, with appropriate modifications, may instead be delivered at or prior to the
time of issuance of the first Security of such series.



     The Trustee or any Authenticating Agent shall have the right to authenticate and deliver any
of such Securities if it, being advised by counsel, determines that such action may not lawfully be
taken, or if it, its board of directors, trustees, executive committee, or a trust committee of
directors or trustees and/or vice presidents shall determine in good faith that such action would
expose it to personal liability to existing Holders or 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.



     Each Security shall be dated the date of its authentication.



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



SECTION 304. Temporary Securities.




     Pending the preparation of definitive Securities of any series, the Company may execute, and
upon Company Order the Trustee or an Authenticating Agent shall authenticate and deliver, temporary
Securities 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.



     Until so exchanged the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities of such series.



SECTION 305. Registration, Registration of Transfer and Exchange.




     With respect to each series of Securities, the Company shall cause to be kept at one of the
offices or agencies maintained pursuant to Section 1002 a register (the register maintained in such
office and in any other office or agency established by 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 of that series and of transfers of Securities of that series. Pursuant to Section 301,
the Company shall appoint, with respect to Securities of each series, a “Security Registrar” for
the purpose of registering such Securities and transfers and exchanges of such Securities as herein
provided. In the event the Trustee shall not be Security Registrar, it shall have the right to
examine the Security Register at all reasonable times.



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



12









 





     At the option of the Holder, Securities of any series (except Global Securities) may be
exchanged for other Securities of the same series, of any authorized denominations and of a like
tenor, aggregate principal amount and Stated Maturity, upon surrender of the Securities to be
exchanged at such office or agency and upon payment, if the Company shall so require, of the
charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee or an Authenticating Agent 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 exchange shall (if so
required by the Company or the Trustee or the Security Registrar) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar (and, if so required by the Trustee, to the Trustee) duly executed, by the
Holder thereof or his attorney duly authorized in writing.



     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 304, 906 or 1107 not involving any transfer.



     The Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days before the
day of selection for redemption of Securities of that series selected for redemption under Section
1103 and ending at the close of business on the day of the mailing of notice of redemption, 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.



SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.




     If there shall be delivered to the Company and the Trustee (i) a mutilated Security or
evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity bond as, and may be determined in their reasonable
judgment of the Company or the Trustee, as the case may be, to
protect the Company, the trustee and any agent of either of
them from any loss which any of them may suffer if a Security is
replaced, 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 request the Trustee
or an Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Security, a new Security of the same series and of like tenor,
principal amount and Stated Maturity 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
307. Payment of Interest; Interest Rights Preserved; Optional
Interest Reset




     (a) Except as otherwise specified with respect to a series of Securities in accordance with the
provisions of Section 301, 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 registered 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, 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 l0 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, 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.



     (b) The provisions of this Section 307(b) may be made applicable to any series of Securities
pursuant to Section 301 (with such modifications, additional or substitutions as may be specified
pursuant to such Section 301). The interest rate on any Security of such series may be reset by
the Company on the date or dates specified on the face of such Security (each an “Optional Reset
Date”). The Company may exercise such option with respect to a Security by notifying the Trustee
of all of the relevant information relating to such exercise at least 50 but not more than 60 days
prior to an Optional Reset Date, the Trustee shall transmit, in the manner provided for in Section
106, to the Holder of any such Security a notice (the “Reset Notice”) indicating whether the
Company has elected to reset the interest rate, and if so (i) such new interest rate and (ii) the
provisions, if any, for redemption during the period from such Optional Reset Date to the next
Optional Reset Date or if there is no such next Optional Reset Date, to the Stated Maturity Date of
such Security (each such period a “Subsequent Interest Period”), including the date or dates on
which or the period or periods during which and the price or prices at which such redemption may
occur during the Subsequent Interest Period.



     Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date, the
Company may, at its option, revoke the interest rate provided for in the Reset Notice and establish
a higher interest rate for the Subsequent Interest Period by causing the Trustee to transmit, in
the manner provided for in Section 106, notice of such higher interest rate to the Holder of such
Security. Such notice shall be irrevocable. All Securities with respect to which the interest
rate is reset on an Optional Reset Date will bear such higher interest rate.



     The Holder of any such Security will have the option to elect repayment by the Company of the
principal of such Security on each Optional Reset Date at a price equal to the principal amount
thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an
Optional Reset Date, the Holder must follow the procedures set forth in Article Thirteen for
repayment at the option of Holders, as such apply to such Security, except that the period for
delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to
such Optional Reset Date and except that, if the holder has tendered any Security for repayment
pursuant to the Reset Notice, the Holder may, by written notice to the Trustee, revoke such tender
or repayment until the close of business on the tenth day before such Optional Reset Date.



     Subject to the foregoing provisions of this Section and Section 305, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Security.




SECTION 308. Persons Deemed Owners.




     Prior to due presentment of a Security for registration of transfer, the Company, the Trustee,
any Paying Agent, any Authenticating Agent and any other 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 (and premium, if any) and (subject to Section 307)
interest, if any, on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee, any Paying Agent, any Authenticating
Agent nor any other agent of the Company or the Trustee shall be affected by notice to the
contrary.



     None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests. Notwithstanding the
foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving effect to any written
certification, proxy or other authorization furnished by any Depositary, as a Holder, with respect
to such Global Security or impair, as between such Depositary and owners of beneficial interests in
such Global Security, the operation of customary practices governing the exercise of the rights of
such Depositary (or its nominee) as Holder of such Global Security.



SECTION 309. 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 cancelled 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 cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities shall be destroyed by the Trustee and the
Trustee shall deliver a certificate of such destruction to the Company, unless the Company by
Company Order shall direct that such cancelled Securities be returned to it.



SECTION 310. Computation of Interest.




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     Except as otherwise specified as contemplated by Section 301 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.



SECTION 311. Global Securities.




     If the Company shall establish pursuant to Section 301 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 Section 303 and the Company Order with respect to
such series, authenticate and deliver one or more Global Securities in temporary or permanent form
that (i) shall represent and shall be denominated in an amount equal to the aggregate principal
amount of the outstanding Securities of such series to be represented by one or more Global
Securities, (ii) shall be registered in the name of the Depositary for such Global Security or
Securities or the nominee of such depositary, (iii) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary’s instruction, and (iv) shall bear a legend substantially
to the following effect: “This Security is a Global Security within the meaning of the Indenture hereinafter referred to, and
is registered in the name of the Depository or a nominee of the Depository. This Security is
exchangeable for Securities registered in the name of a Person other than the Depository or its
nominee only in the limited circumstances described in the Indenture, and may be transferred except as a whole
by the Depositary to a
nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of
the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of
such successor Depositary.” The Trustee shall deal with the Depositary and its participants as
representatives of the Beneficial Owners of the Global Securities for purposes of exercising the
rights of the Holders hereunder and the rights of the Beneficial Owners of the Global Securities
shall be limited to those established by law and agreements between such Beneficial Owners and the
Depositary and its participants. Beneficial Owners shall not be entitled to certificates for Global
Securities
as to which they are the Beneficial Owners. Requests and directions from, and votes of, such
representatives shall not be deemed to be inconsistent if they are made with respect to different
Beneficial Owners.



     Notwithstanding any other provision of this Section or Section 305, unless and until it is
exchanged in whole or in part for Securities in definitive form, a Global Security representing all
or a portion of the Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary, 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. The Beneficial
Owner’s ownership of Securities shall be recorded on the records of a participant of the Depositary
that maintains such Beneficial Owner’s account for such purpose and the participant’s record
ownership of such Securities shall be recorded on the records of the 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 if at any time
the Depositary for Securities of a series ceases to be a clearing
agency registered under
the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, 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 written notice or becomes aware of such condition, the Company will
execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver,
Securities of such series, with like tenor and terms, in
definitive form in an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such series in exchange for such Global Security or Securities.



     The Company may at any time and in its sole discretion determine that the Securities of any
series issued in the form of one or more Global Securities shall no longer be represented by such
Global Security or Securities. In such event, the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive Securities of such
series, will authenticate and deliver, Securities of such series, with like tenor and terms, in definitive form and in an
aggregate principal amount equal to the principal amount of the Global Security or Securities
representing such series in exchange for such Global Security or Securities.



     If specified by the Company pursuant to Section 301 with respect to Securities of a series,
the Depositary for such series of Securities may surrender a Global Security for such series of
Securities in exchange in whole or in part for Securities of such series in definitive 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 charge,



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     (i) to each Person specified by the Depositary a new Security or Securities of the same
series of like tenor and terms of any authorized denomination as requested by such Person in aggregate principal amount
equal to and in exchange for such Person’s beneficial interest in the Global Security; and



     (ii) to the Depositary a new Global Security in a denomination equal to the difference, if
any, between the principal amount of the surrendered Global Security and the aggregate principal
amount of Securities delivered to Holders thereof.



     Upon the exchange of a Global Security for Securities in definitive form, such Global Security
shall be cancelled by the Trustee. Securities issued in exchange for a Global Security pursuant to
this Section 311 shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to
the persons in whose names such Securities are so registered.




     The Depository, as a Holder, may appoint agents and otherwise authorize participants to give
or take any request, demand, authorization, direction, notice, consent, waiver or other action
which a Holder is entitled to give or take under the Indenture.



     Notwithstanding the other provisions of this Indenture, unless otherwise specified as
contemplated by Section 301, payment of the principal of, and interest and premium, if any, on, any
Global Security shall be made to the Depository or its nominee in its capacity as the Holder
thereof. Further, the Company, the Trustee and any Authentication Agent shall treat a Person as
the Holder of such principal amount of outstanding Securities of any series represented by a Global
Security as shall be specified in a written statement of the Depository (which may be in the form
of a participants’ list for such series) with respect to such Global Security, for purposes of
obtaining any consents, declarations, waivers or directions required to be given by the Holders
pursuant to this Indenture, provided, that until the Trustee is so provided with a written
statement, it may treat the Depository or any other Person in whose name a Global Security is
registered as the owner of such Global Security for all purposes, and none of the Company, the
Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.



SECTION 312. Optional Extension of Maturity.




     The provisions of this Section 312 may be made applicable to any series of Securities pursuant
to Section 301 (with such modifications, additions or substitutions as may be specified pursuant to
such Section 301). The Stated Maturity of any Security of such series may be extended at the
option of the Company for the period or periods specified on the face of such Security (each an
“Extension Period”) up to but not beyond the date (the “Final Maturity”) set forth on the face of
such Security. The Company may exercise such option with respect to any Security by notifying the
Trustee of such exercise at least 50 but not more than 60 days prior to the Stated Maturity of such
Security in effect prior to the exercise of such (the “Original Stated Maturity”). If the Company
exercises such option, the Trustee shall transmit, in the manner provided for in Section 106, to
the Holder of such Security not later than 40 days prior to the Original Stated Maturity a notice
(the “Extension Notice”) indicating (i) the election of the Company to extend the Maturity, (ii)
the new Stated Maturity Date, (iii) the interest rate applicable to the Extension Period and (iv)
the provisions, if any, for redemption during such Extension Period. Upon the Trustee’s
transmittal of the Extension Notice, the Stated Maturity Date of such Security shall be extended
automatically and, except as modified by the Extension Notice and as described in the next
paragraph, such Security will have the same terms as prior to the transmittal of such Notice.



     Notwithstanding the foregoing, not later than 20 days before the Original Stated Maturity of
such Security, the Company may, at its option, revoke the interest rate provided for in the
Extension Notice and establish a higher interest rate for the Extension Period by causing the
Trustee to transmit, in the manner provided for in Section 106, notice of such higher interest rate
to the Holder of such Security. Such notice shall be irrevocable. All Securities with respect to
which the Stated Maturity is extended will bear such higher interest rate.



     If the Company extends the Maturity of any Security, the Holder will have the option to elect
repayment of such Security by the Company on the Original Stated Maturity at a price equal to the
outstanding principal amount thereof, plus interest accrued to such date. In order to obtain
repayment on the Original Stated Maturity once the Company has extended the Maturity thereof, the
Holder of an Outstanding Security must follow the procedures set forth in Article Thirteen for
repayment at the option of Holders, as such applies to the Securities of such series, except that
the period for delivery or notification to the Trustee shall be at least 25 but not more than 35
days prior to the Original Stated Maturity and except that, if the Holder has tendered any Security
for repayment pursuant to an Extension Notice, the Holder may by written notice to the Trustee
revoke such tender for repayment until the close of business on the tenth day before the Original
Stated Maturity unless the Trustee has previously delivered repayment of such Security to such
Holder.



SECTION 313. CUSIP and ISIN Numbers.




     The Company in issuing the Securities may use one or more “CUSIP” and “ISIN” numbers (if then
generally in use), and, if the Company does so, the Trustee shall use the CUSIP number(s) and ISIN
numbers in notices of redemption or exchange as a convenience to Holders, provided, that any such
notice may state that no representation is made as to the correctness or accuracy of the CUSIP and
ISIN number(s) printed in the notice or on the Securities, and that reliance may be placed only on
the other identification numbers printed on the Securities, and that any such redemption or
exchange shall not be affected by any defect in or omission of any such numbers.






ARTICLE FOUR




SATISFACTION AND DISCHARGE




SECTION 401. Satisfaction and Discharge of Securities of any Series.




     The Company shall be deemed to have satisfied and discharged the entire indebtedness on all
the Securities of any particular series and the Trustee, upon Company request and at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and discharge of such
indebtedness, 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 306 and (ii) Securities for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in the last paragraph of Section 1003) have been delivered
to the Trustee for cancellation; or



     (B) with respect to all Outstanding Securities of such series described in (A) above not
theretofore delivered to the Trustee for cancellation,



     (i) The Company has deposited or caused to be deposited with the Trustee as trust funds in
trust an amount sufficient to pay and discharge the entire indebtedness on all such Outstanding
Securities of such series for principal (and premium, if any) and interest to the Stated Maturity
or any Redemption Date as contemplated by Section 403, as the case may be; or



     (ii) The Company has deposited or caused to be deposited with the Trustee as obligations in
trust such amount of direct obligations of, or obligations the principal of and interest on which
are fully guaranteed by, the United States of America (other than obligations subject to
prepayment, redemption or call prior to their stated maturity) as will, together with the
predetermined and certain income to accrue thereon (without consideration of any reinvestment
thereof), be sufficient to pay and discharge when due the entire indebtedness on all such
Outstanding Securities of such series for principal (and premium, if any) and interest to the
Stated Maturity or any Redemption Date as contemplated by Section 403, 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;



     (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of the entire indebtedness on all Securities of such series have been
complied with; and



     (4) if the entire indebtedness on the Outstanding Securities of such series is to be satisfied
and discharged pursuant to Section 401(l)(B) above, then (i) the Company shall have specified the
applicability (as provided in Section 301) of this Section 401(4) to the Securities of such series,
(ii) the Company shall have given, not later than the date of such deposit, notice of such deposit
to the Holders of Securities of such series and (iii) the Trustee shall have received an Opinion of
Counsel (which Counsel shall be recognized tax counsel) stating that, (x) the Company has



16









 




received from the Internal Revenue Service a ruling or (y) since the date of the Indenture, there has been a
change in the applicable federal income tax law, including by means of a Revenue Ruling published
by the Internal Revenue Service, in either case to the effect that, and based thereon such Opinion
of Counsel will confirm that the deposit of funds or obligations and the satisfaction and discharge
of indebtedness on the Securities of such series pursuant to this Section 401 will not result in
recognition by the Holders of income, gain or loss for federal income tax purposes (other than
income, gain or loss which would have been recognized in like amount and at a like time absent such
deposit, satisfaction and discharge), provided that the Company will be discharged from the
requirements of Article 8 if (i) it has satisfied all of the requirements for satisfaction and
discharge of the indebtedness on the Outstanding Securities pursuant to Section 401(1)(B) except
for the delivery of the Opinion of Counsel described above, and (ii) the Trustee shall have
received an Opinion of Counsel stating that the Holders will not recognize income, gain or loss for
federal income tax purposes as a result of the deposit of such funds or obligations and will be
subject to federal tax in the same amounts, in the same manner and at the same times as would have
been the case if such deposit of funds or obligations had not occurred.




     Upon the satisfaction of the conditions set forth in this Section 401 with respect to all the
Securities of any series, the terms and conditions of such series, including the terms and
conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company, and the Holders of the Securities of such series shall look for payment
only to the funds or obligations deposited with the Trustee pursuant to Section 401(l)(B);
provided, however, that, in no event shall the Company be discharged (a) from any payment
obligations in respect of Securities of such series which are deemed not to be Outstanding under
clause (iii) of the definition thereof if such obligations continue to be valid obligations of the
Company under applicable law, (b) from any obligations under Section 607 or the last paragraph of
Section 1003, and (c) from any obligations under Section 305 and 306 (except that Securities of
such series issued upon registration of transfer or exchange or in lieu of mutilated, lost,
destroyed or stolen Securities shall not be obligations of the Company), and Section 701.



SECTION 402. Satisfaction and Discharge of Indenture.




     Upon compliance by the Company with the provisions of Section 401 as to the satisfaction and
discharge of each series of Securities issued hereunder, this Indenture shall cease to be of any
further effect (except as otherwise provided herein). Upon Company Request (and at the expense of
the Company), the Trustee shall execute proper instruments acknowledging satisfaction and discharge
of this Indenture. In the event there are two or more Trustees hereunder, then the effectiveness of
any such instrument shall be conditioned upon receipt of such instruments from all Trustees
hereunder.



     Notwithstanding the satisfaction and discharge of this Indenture, any obligations of the
Company under Sections 305, 306, 607 and 701 and the last paragraph of Section 1003, and of the
Trustee under Sections 403 and 613 and the last two paragraphs of Section 1003, shall survive.



SECTION 403. Application of Trust Money.




     Subject to the provisions of the last two paragraphs of Section 1003, all money and
obligations deposited with the Trustee pursuant to Section 401 shall be held irrevocably in trust
and shall be made under the terms of an escrow trust agreement in form and substance satisfactory
to the Trustee. Such money and obligations shall be applied by the Trustee, in accordance with the
provisions of the Securities, this Indenture and such escrow trust agreement, to the payment,
either directly or through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal of (and premium, if
any) and interest, if any, on the Securities for the payment of which such money and obligations
have been deposited with the Trustee (but such money need not be segregated from other funds except
to the extent required by law). If Securities of any series are to be redeemed prior to their
Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any
mandatory sinking fund requirement, the Company shall make such arrangements as are satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense,
of the Company.



ARTICLE FIVE




REMEDIES




SECTION 501. Events of Default.




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     “Event of Default,” wherever used herein with respect to Securities of any series, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body):



     (1) default in the payment of any interest upon any Security of that series when it becomes
due and payable, and continuance of such default for a period of 30 days; or



     (2) default in the payment of the principal of (or premium, if any, on) any Security of that
series at its Maturity; or



     (3) default in the deposit of any sinking fund payment, when and as due by the terms of a
Security of that series; or



     (4) default in the performance, or breach, of any covenant or agreement of the Company in this
Indenture (other than a covenant or agreement a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of series of Securities other than that series), and continuance
of such default or breach for a period of 90 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of
at least 25% in principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder; or



     (5) the Company pursuant to or within the meaning of any Bankruptcy Law:



     (A) commences a voluntary case,



     (B) consents to the entry of an order for relief against it in an involuntary case,



     (C) consents to the appointment of a Custodian of it or for all or substantially all of its
property, or



     (D) makes a general assignment for the benefit of its creditors; or



     (6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:



     (A) is for relief against the Company in an involuntary case;



     (B) appoints a Custodian of the Company or for all or substantially all of its property, or



     (C) orders the liquidation of the Company, and the order or decree remains unstayed and in
effect for 60 days.



     The term “Bankruptcy Law” means Title 11 of the U.S. Code or any similar Federal or State law
for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator
or similar official under any Bankruptcy Law.



     (7) any other Event of Default provided with respect to the Securities of that series pursuant
to Section 301 or in a supplemental indenture.



SECTION 502. Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default with respect to Securities of any series at the time Outstanding occurs
and is continuing, then in every such case the Trustee or the Holders of not less than 25% in
principal amount of the outstanding Securities of that series may declare the principal amount (or,
if the Securities of that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all of the Securities of that
series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount (or specified portion)
shall become immediately due and payable.



     Upon payment of such amount, all obligations of the Company in respect of the payment of
principal of the Securities of such series shall terminate.



     At any time after such a declaration of acceleration with respect to Securities of any series
has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in



18









 




this Article provided, the Holders of a majority in principal amount of
the Outstanding Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:




     (1) the Company has paid or deposited with the Trustee a sum sufficient to pay



     (A) all overdue interest, if any, on all Securities of that series,



     (B) the principal of (and premium, if any, on) any Securities of that series which have become
due otherwise than by such declaration of acceleration and interest thereon at the rate or rates
prescribed therefor in such Securities,



     (C) to the extent that payment of such interest is lawful, interest upon overdue interest at
the rate or rates, if any, prescribed therefor in such Securities, and



     (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel; and



     (2) all Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which have become due solely by such
declaration of acceleration, have been cured, or waived as provided in Section 513.



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



SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.




     The Company covenants that if:



     (1) default is made in the payment of any interest on 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, the Company will, upon demand of the Trustee, pay to it, for
the benefit of the Holders of Securities of such series, the whole amount then due and payable on
Securities of such series 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, if any, prescribed therefor in
such Securities; and, in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.



     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 enforce any other proper remedy.



SECTION 504. Trustee May File Proofs of Claim.




     In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company or any other obligor upon the Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration of acceleration 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,



19









 





     (i) to file and prove a claim for the whole amount of principal (or with respect to Original
Issue Discount Securities, such portion of the principal amount as may be specified in the terms of
such Securities), 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
proceeding, 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 607. 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.



SECTION 505. 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 506. Application of Money Collected.




     Any money collected by the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal (or premium, if any) or interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:



     FIRST: To the payment of all amounts due the Trustee under Section 607;



     SECOND: To the payment of all Senior Indebtedness if and to the extent required by
Article Fourteen or other subordination provisions applicable with respect to a series of
Securities; and




     THIRD: To the payment of the amounts then due and unpaid for principal of (and premium, if
any) and interest, if any, on the Securities in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal (and premium, if any) and interest, if
any, respectively; and



     FOURTH:
The balance, if any, to the Company, its successor or assigns or to
whoever may be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct.



SECTION 507. 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) An Event of Default shall have occurred and be continuing with respect to the Securities
of that series and such Holder shall have previously given written notice thereof to the Trustee;



     (2) the Holders of not less than 25% 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 have offered to the Trustee reasonable indemnity against the costs,
expenses and liabilities to be incurred in compliance with such request;



     (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 such Holders 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 Holder or to obtain or to seek to obtain
priority or preference over any other Holder 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
such series.



20









 






SECTION 508. 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 (and
premium, if any) and (subject to Section 307) interest, if any, 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 509. Restoration of Rights and Remedies.




     If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every such case, subject to
any determination in such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such proceeding had been
instituted.



SECTION 510. Rights and Remedies Cumulative.




     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended 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 511. Delay or Omission Not Waiver.




     No delay or omission of the Trustee or of any Holder of any Security to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.



SECTION 512. 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,



     (3) such direction is not unduly prejudicial to the rights of other Holders, and



     (4) such direction would not involve the Trustee in personal liability.



SECTION 513. Waiver of Past Defaults.




     The Holders of not less than a majority in principal amount of the Outstanding Securities of
any series may on behalf of the Holders of all the Securities of such series waive any past default
hereunder with respect to such series and its consequences, except a default



     (1) in the payment of the principal of (or premium, if any) or interest, if any (subject to the provisions of Section 502), on any Security of such series, or



21









 





     (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified
or amended without the consent of the Holder of each Outstanding Security of such series affected.



     Upon any such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of the Securities of such series
under this Indenture; but no such waiver shall extend to any subsequent or other default or impair
any right consequent thereon.



SECTION 514. 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 at trial and on appeal, against any party
litigant in such suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement
of the payment of the principal of (or premium, if any) or interest on 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).



ARTICLE SIX




THE TRUSTEE




SECTION 601. Certain Duties and Responsibilities.




     (a) Except during the continuance of an Event of Default,



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



     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the
case of any such certificate or opinion which by any provision hereof is specifically required to
be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine
whether or not it conforms to the requirements of this Indenture.



     (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.



     (c) No provision of this Indenture shall be construed to relieve the Trustee from liability
for its own negligent action, its own negligent failure to act, or its own willful misconduct,
except that



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



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



     (3) the Trustee shall not be liable with respect to any action taken, suffered or omitted to
be taken by it in good faith in accordance with the direction of the Holders of a majority in
principal amount of the Outstanding Securities of any series, as provided in Section 512, relating
to the time, method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to
the Securities of such series; and



     (4) No provision of this Indenture shall require the Trustee to



22









 




expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it.




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



SECTION 602. Notice of Defaults.




     Within 90 days after the occurrence of any default hereunder with respect to the Securities of
any series, the Trustee shall transmit by mail to all Holders of Securities of such series, as
their names and addresses appear in the Security Register, notice of such default hereunder
actually known to a Responsible Officer of the Trustee, unless such default shall have been cured
or waived; provided, however, that except in the case of a default in the payment of the principal
of (or premium, if any) or interest, if any, on any Security of such series, in the payment of any
sinking fund installment with respect to Securities of such series or in the payment of the
Redemption Price of any Securities as to which notice of redemption has been given, the Trustee
shall be protected in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors or Responsible Officers of the Trustee in
good faith determines that the withholding of such notice is in the interest of the Holders of
Securities of such series; and provided, further, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 60 days after the occurrence thereof. For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.



SECTION 603. Certain Rights of Trustee.




     Subject to the provisions of Section 601:



     (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
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 mentioned herein shall be sufficiently evidenced
by a Company Request or Company Order and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;



     (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, rely upon an Officers’ Certificate;



     (d) the Trustee may consult with counsel and the written advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon;



     (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 reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance with such request or
direction;



     (f) the Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit;



     (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, including any
Authenticating Agent, appointed with due care by it hereunder;



     (h) the Trustee shall not be liable for any action taken or omitted



23









 




by it in good faith and
believed by it to be authorized or within the discretion or rights or powers conferred upon it by
this Indenture; and





     (i) the Trustee shall not be charged with knowledge of any Event of Default with respect to
the Securities of any series for which it is acting as Trustee unless either (1) a Responsible
Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor
division or department of the Trustee) shall have actual knowledge of the Event of Default or (2)
written notice of such Event of Default shall have been given to the Trustee by the Company, any
other obligor on such Securities or by any Holder of such Securities.





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




     The recitals contained herein and in the Securities, except 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. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the Company of Securities
or the proceeds thereof.



SECTION 605. May Hold Securities.




     The Trustee,
any Authenticating Agent, any Paying Agent, the Security Registrar or any other
agent of the Company or the Trustee, in their individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 608 and
612, may otherwise deal with the
Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.



SECTION 606. Money Held in Trust.




     Money held by the Trustee or any Paying Agent in trust hereunder need not be segregated from
other funds except to the extent required by law. Neither the Trustee nor any paying Agent shall be
subject to any liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.



SECTION 607. Compensation and Reimbursement.




     The Company agrees:



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



     (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 bad faith; and



     (3) to indemnify the Trustee and its agents for, and to hold them harmless against, any loss,
liability or expense incurred without negligence or bad faith on their 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 themselves against any claim or liability in connection with the
exercise or performance of any of their powers or duties hereunder.



     As security for the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the payment of principal (or premium, if any)
or interest, if any, on Securities.



     The provisions of this Section 607 shall survive the resignation or removal of the Trustee or
the discharge of this Indenture. When the Trustee incurs expenses after the occurrence of a default
specified in Section 501(5) or (6) the expenses are intended to constitute expenses of
administration under any Bankruptcy Law. The obligations of the
Company under this Section shall not be subordinated to the payment
of Senior Indebtedness.




24









 




SECTION
608. Corporate Trustee Required; Eligibility; Conflicting Interests.




     This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act
Sections 310(a)(1), (2) and (5) in every respect. The Trustee (or in the case of a Trustee that is
a Person included in a bank holding company system, the related bank holding company) shall have a
combined capital and surplus of at least $100,000,000 as set forth in its most recent published
annual report of condition. The Trustee shall comply with Trust Indenture Act Section 310(b),
including the provision in Section 310(b)(1). In addition, if the Trustee is a Person included in a
bank holding company system, the Trustee, independently of such bank holding company, shall meet
the capital requirements of Trust Indenture Act Section 310(a)(2). If at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section 609, it shall resign
immediately in the manner and with the effect specified in this
Article Six.




25









 





SECTION
609. Resignation and Removal; Appointment of Successor.




     (a) No resignation or removal of the Trustee and no appointment of a successor Trustee or
Trustees pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee or Trustees in accordance with the applicable
requirements of Section 610.



     (b) The Trustee may resign at any time with respect to the Securities of one or more series by
notifying the Company in writing at least 90 days in advance of
such resignation. If the instrument of acceptance by a successor
Trustee required by Section 610 shall not have been delivered to
the Trustee within 60 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.



     (d) If at any time the Trustee shall fail to comply with Section 608 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least
six months, the Company by a Board Resolution may remove the Trustee with respect to the Securities
of such series or, subject to Section 514, any Holder who has been a bona fide Holder of a Security
of such series for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with respect to the
Securities of such series and the appointment of a successor Trustee.



     (e) If at any time:



     (1) the Trustee shall cease to be eligible under Section 608 and shall fail to resign 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 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 514, 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.



     (f) 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 610. 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 610, become the successor
Trustee with respect to the Securities of such series and to that



26









 




extent supersede the successor Trustee appointed by the Company with respect to such series. If no
successor Trustee with respect to the Securities of any series shall have been so appointed by the
Company or the Holders of the Securities of such series and accepted appointment in the manner
required by Section 610, 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.




     (g) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders of 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
610. Acceptance of Appointment by Successor.




     (a) In case of the appointment hereunder of a successor Trustee with respect to all series of
Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective 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 due pursuant to Section 607,
execute and deliver an instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder subject to the lien provided
in Section 607.



     (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each 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 series of
Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities or
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 these 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.



     (d) No successor Trustee shall accept its appointment unless at the time of such acceptance
such successor Trustee shall be qualified and eligible under this Article.



SECTION
611. 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



27









 




merger, conversion or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself authenticated such
Securities.




SECTION
612. Preferential Collection of Claims Against Company.



     The Trustee shall comply with Trust Indenture Act Section 311(a), excluding any creditor
relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been
removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.



28









 






SECTION
613. 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 the Trustee to authenticate and deliver Securities of such series
with respect to which it has been so designated, and Securities so authenticated and delivered
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 bank or trust
company or corporation organized and doing business and in good standing under the laws of the
United States, any State thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not
less than $100,000,000 and
subject to supervision or examination by Federal, State or District of Columbia authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.



     Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible under this section,
without the execution or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.



     An Authenticating Agent may resign with respect to one or more series of Securities 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 with respect to one or more series of



29









 




Securities 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 for its services under this Section. The provisions of Sections 104, 111, 603, 604 and
605 shall be applicable to any Authenticating Agent.



     Pursuant to each appointment made under this Section, the Securities of each series covered by
such appointment may have endorsed thereon, in lieu of the Trustee’s certificate of authentication,
an alternate certificate of authentication in substantially the following form:



     This is one of the Securities, of the series designated herein, issued under the
within-mentioned Indenture.



	 	 	 	 	 
	 	[                                       ]

 	 
	 	By:  	 	 
	 	 	as Authenticating Agent, 	 
	 
	 	By:  	 	 
	 	 	
Authorized Officer 	 
	 



ARTICLE SEVEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




SECTION
701. Holder Lists





     The
Trustee shall preserve, in as current a form as is reasonably
practicable, the most recent list available to it of the names
and addresses of Holders of each series of Securities.
If the Trustee is not the Securities Registrar, the Company shall furnish to the Trustee as of each
regular record date for the payment of interest on the Securities of a series and before each
related Interest Payment Date, and at such other times as the Trustee may request in writing, a
list in such form and as of such date as the Trustee may reasonably require of the names and
addresses of Holders of each series of Securities.



Section 702. Communications by Holders with Other Holders.




     Holders of any series may communicate pursuant to Trust Indenture Act Section 312(b) with
other Holders of that series or any other series with respect to their rights under this Indenture
or the Securities of that series or any other series. The Company, the Trustee, the Securities
Registrar and any other Person shall have the protection of Trust Indenture Act Section 312(c).




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SECTION 703. Reports by Trustee.




     (a) If
and to the extent required by the Trust Indenture Act, within 60 days
after May 1 of each year commencing with the May 1 following the date of
this Indenture, if and so long as any Securities are Outstanding hereunder, the Trustee shall
transmit by mail to all Holders, as their names and addresses appear in the Security Register, a
brief report dated as of such May 1 that complies with Trust
Indenture Act Section 313(a). The
Trustee shall also comply with Trust Indenture Act
Sections 313(b) and 313(c).



     (b) A
copy of any
such report required to be sent under Section 703(a) shall, at the time of such transmission to Holders, be filed by
the Trustee, with each securities exchange upon which any Securities
of that series are listed, with the Commission
and with the Company. The Company will notify the Trustee when any
Securities of any series are listed on any
securities exchange or any delisting thereof, and the Trustee shall
comply with Trust Indenture Act Section 313(d).



SECTION 704. Reports by Company.




31









 





     The Company will deliver to the Trustee within 15 days after the filing of the same with the
Commission, copies of the quarterly and annual reports and of the information, documents and other
reports, if any, which the Company is required to file with the Commission pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended. Notwithstanding that the Company may
not be subject to the reporting requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, the
Company will file with the Commission, to the extent permitted, and provide the Trustee with, such
supplementary and periodic information, documents and reports which may be required under Section
13 of the Securities Exchange Act of 1934, as amended. The Company will also comply with the other
provisions of Trust Indenture Act Section 314(a). All information, documents and
reports to be provided pursuant to this Section will be deemed to be so delivered to the Trustee when the Company files such information,
documents and reports with the Commission through the Commission’s EDGAR database.



ARTICLE EIGHT

SUCCESSOR CORPORATION







32









 









Section 801. Limitation on Consolidation, Merger and Sale of Assets.



     (a) The Company will not, in any transaction or series of transactions, merge or consolidate
with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially
all of its properties and assets (as an entirety or substantially as an entirety in one transaction
or a series of related transactions), to any Person or Persons, unless at the time of and after
giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or
consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B)
the Person formed by such consolidation or into which the Company is merged or to which the
properties and assets of the Company are transferred (any such surviving Person or transferee
Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws
of the United States of America, any state thereof or the District of Columbia, or a corporation or
comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly
assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, all of the obligations of the Company (including, without limitation,
the obligation to pay the principal of, and premium and interest, if any, on, the Securities and
the performance of the other covenants) under the Securities of each Series and this Indenture, and
in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and
immediately after giving effect to such transaction or series of transactions on a pro forma basis
(including, without limitation, any Indebtedness incurred or anticipated to be incurred in
connection with or in respect of such transaction or series of transactions), no default or Event
of Default shall have occurred and be continuing.



     (b) In connection with any consolidation, merger or transfer of assets contemplated by this
Section, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance
reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each
stating that such consolidation, merger or transfer, and the supplemental indenture in respect
thereto, comply with this Section 801, and that all conditions precedent herein provided for
relating to such transaction or transactions have been complied with.



     (c) For the avoidance of doubt, the foregoing provisions shall not be deemed to require the
assumption of Securities of a series if the terms thereof established in accordance with Section
301 provide for their redemption or purchase in the event of a transaction described in this
Section 801.



Section 802. Successor Person Substituted.



     Upon any consolidation, merger or transfer of all or substantially all of the assets of the
Company in accordance with Section 801 above, the successor corporation formed by such
consolidation, or into which the Company is merged or to which such transfer is made, shall succeed
to, and be substituted for, and may exercise every right and power of, the Company under this
Indenture with the same effect as if such successor corporation had been named as the Company
herein, and thereafter (except with respect to any such transfer which is a lease) the predecessor
corporation shall be relieved of all obligations and covenants under this Indenture and the
Securities.








33









 






ARTICLE NINE




SUPPLEMENTAL INDENTURES




34









 





SECTION 901. Supplemental Indentures Without Consent of Holders.




     Without the consent of any Holder, 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; provided, however,
that in respect of any such additional covenant, such supplemental indenture may provide for a
particular period of grace after default in the performance of such covenant (which period may be
shorter or longer than that allowed in the case of other defaults) or may provide for an immediate
enforcement upon such default or may limit the remedies available to the Trustee upon such default;
or



     (3) to add any additional Events of Default; or



     (4) add to or change or eliminate any of the provisions of this Indenture to 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 201
and 301; 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 610(b); or



     (9) to cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make any other provisions with respect to
matters or questions arising under this Indenture, provided such action shall not adversely affect
the interests of the Holders of Securities of any series in any material respect.



SECTION 902. Supplemental Indentures with Consent of Holders.




     With the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series (each such series voting as a separate class) affected by
such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of modifying in any manner the
rights of the Holders of Securities of such series under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,



     (1) change the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon
or any premium payable upon the redemption thereof, or modify the manner of determination of the
rate of interest thereon so as to affect adversely the interest of such Holder or reduce the amount
of the principal of an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of
Payment where, or the coin or currency in which, any Security or any premium or the 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



35









 




Redemption Date), or




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



     (3) modify any of the provisions of this Section, Section 513 or Section 1006, 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 1006, or the deletion of this proviso, in accordance with the requirements of
Sections 610(b) and 901(8).



     A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.



     The Trustee may in its discretion determine whether or not any Securities would be affected by
any supplemental indenture and any such determination shall he conclusive upon the Holders of all
Securities of any series. The Trustee shall not be liable for any such determination made in good
faith.



     It shall not be necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.



SECTION 903. Execution of Supplemental Indentures.




     In executing or accepting the additional trusts created by any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be provided, and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture and that such supplemental indenture, when executed and delivered by
the Company, will constitute a valid and binding obligation of the Company in accordance with its
terms. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.



SECTION 904. Effect of Supplemental Indentures.




     Upon the execution of any supplemental indenture pursuant to the provisions of this Article,
this Indenture shall, with respect to such series, be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights, obligations, duties and
immunities under this Indenture of the Trustee, the Company and the Holders of Securities of the
series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in
all respects to such modifications and amendments, and all the terms and conditions of any such
supplemental indenture, with respect to such series, shall be and be deemed to be part of the terms
and conditions of this Indenture for any and all purposes.



SECTION 905. Conformity with Trust Indenture Act.




     Every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act of 1939, as amended, in effect on such date.



SECTION 906. Reference in Securities to Supplemental Indentures.




     Securities of any series, affected by a supplemental indenture, authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided
for in such supplemental indenture. If the Company shall so determine, new Securities of any series
so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any such
supplemental indenture may be prepared and executed by the Company and authenticated and delivered
by the Trustee or any Authenticating Agent in exchange for Outstanding Securities of such series.



36









 





ARTICLE TEN




COVENANTS




SECTION 1001. Payment of Principal, Premium and Interest.




     The Company covenants and agrees that it will duly and punctually pay the principal of (and
premium, if any) and interest, if any, on the Securities of each series in accordance with the
terms of the Securities of such series and this Indenture.



SECTION 1002. Maintenance of Office or Agency.




     The Company will cause to be maintained in each Place of Payment for any series of Securities
an office or agency where Securities of that series may be presented or surrendered for payment,
where Securities of that series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. With respect to the Securities
of any series such office or agency and each place of Payment shall be as specified as contemplated
in Section 301. In the absence of any such provisions with respect to the Securities of any series
(i) the place of payment for such securities shall be the Borough of Manhattan, City of New York,
New York, and (ii) such office or agency in such Place of Payment shall be the Corporate Trust
Office of the Trustee therein. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee,
and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.



     The Company may also from time to time designate one or more other offices or agencies (in or
outside the Borough of Manhattan, City of New York, New York) where the Securities of one or more
series may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in each place of
Payment for Securities of any series for such purposes. The Company will give prompt written notice
to the Trustee of any such designation or rescission and of any change in the location of any such
office or agency.



SECTION 1003. Money for Securities Payments to Be Held in Trust.




     If the Company shall at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of (and premium, if any) or
interest, if any, 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, if any, 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, on or before each due date of the principal of (and premium, if any) or interest, if any, on
any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal
(and premium, if any) or interest, if any, so becoming due, such sum to be held in trust for the
benefit of the persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to
act.



     The Company will cause each Paying Agent other than the Trustee for any series of Securities
to execute and deliver to the Trustee an instrument in which such paying Agent shall agree with the
Trustee, subject to the provisions of this Section, that such Paying Agent will:



     (1) hold
all sums held by it as agent for the payment of the principal of (and premium, if any) or
interest, if any, 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 written notice within three Business Days 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, if any, on the Securities of that series; and



37









 





     (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. Upon the satisfaction and discharge
of the indebtedness in respect of all Outstanding Securities of any series all sums then held by
any Paying Agent (other than the Trustee) in respect thereof shall, upon demand of the Company, be
repaid to it or paid to the Trustee, and thereupon such Paying Agent shall be released from all
further liability with respect to such money.



     The Trustee and any Paying Agent shall promptly pay to the Company upon Company Request any
money or securities held by them at any time in excess of amounts necessary to satisfy amounts
payable to the Holders, the Trustee and the Paying Agent.



     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, if any, on any
Security of any series and remaining unclaimed for two years after such principal (and premium, if
any) or interest, if any, has become due and payable shall, unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, 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, unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property law, 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 each Place of Payment with respect to Securities of such series, 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,
unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed
property law, be repaid to the Company.



SECTION 1004. Corporate Existence.




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



SECTION 1005. Statement as to Compliance.




     The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company ending after the date hereof, an Officers’ Certificate which
complies with Trust Indenture Act Section 314(a)(4) and need not
comply with Section 102 hereof, stating as to each signer thereof that



     (1) a review of the activities of the Company during such year and of performance under this
Indenture has been made under his supervision, and



     (2) as of the end of such year and at the date of the certificate to the best of his
knowledge, based on such review, (a) the Company is not in default in the fulfillment of any of its
obligations under this Indenture, or specifying each such default known to him and the nature and
status thereof and (b) no event has occurred and is continuing which is or after notice or lapse of
time or both would become an Event of Default, or, if such an event has occurred and is continuing,
specifying each such event known to him and the nature and status thereof.



SECTION 1006. Waiver of Certain Covenants.




     The Company may omit in any particular instance to comply with any covenant or condition set
forth in Sections 1002 to 1005, each inclusive, or a
supplemental indenture with respect to the
Securities of any series if before the time for such compliance the Holders of at least a majority
in principal amount of the Outstanding Securities of such series shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with such covenant or
condition, but no such



38









 




waiver shall extend to or affect such covenant 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 with respect to any such covenant or condition shall remain in full force and
effect.




ARTICLE ELEVEN




REDEMPTION OF SECURITIES




SECTION 1101. 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 301
for Securities of any series) in accordance with this Article.



SECTION 1102. Election to Redeem; Notice to Trustee.




     The election of the Company to redeem any Securities shall be evidenced by a Board Resolution.
In case of any redemption at the election of the Company of less than all the Securities of any
series, the Company shall, at least 45 days (unless a shorter
notice shall be satisfactory to the Trustee) prior to the Redemption Date fixed by the Company
(unless a shorter notice, but not less than 30 days, shall be satisfactory to the Trustee), notify
the Trustee in writing of such Redemption Date and of the principal amount of Securities of such
series to be redeemed. In the case of any redemption of Securities 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. Any such notice may be canceled at
any time prior to notice of such redemption being mailed to any
Holder, and shall thereby be void and of no effect.



SECTION 1103. 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 by the Trustee not more than 45 days prior to the Redemption Date,
from the Outstanding Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for Securities of that series
or any integral multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of that series. In any
case where Securities of such series are registered in the same name, the Trustee in its discretion
may treat the aggregate principal amount so registered as if it were represented by one Security of
such series. If the Securities of any series to be redeemed consist of Securities having different
Stated Maturities or different rates of interest (or methods of computing interest), then the
Company may, by written notice to the Trustee, direct that the Securities of such series to be
redeemed shall be selected from among groups of such Securities having specified Stated Maturities
or rates of interest (or methods or computing interest) and the Trustee shall thereafter select the
particular Securities to be redeemed in the manner set forth above from among the groups of such
Securities so specified.



     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 Securities shall relate, in the case of any Security redeemed or to
be redeemed only in part, to the portion of the principal amount of such Security which has been or
is to be redeemed.



SECTION 1104. 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,



39









 





     (4) in case any Security is to be redeemed in part only, the notice which relates to such
Security shall state that on and after the Redemption Date, upon surrender of such Security, the
Holder will receive, without charge, a new Security or Securities of authorized denominations for
the principal amount thereof remaining unredeemed,



     (5) 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 unless the Company defaults in making the redemption
payment,



     (6) the place or places where such Securities are to be surrendered for payment of the
Redemption Price,



     (7) that
the redemption is for a sinking fund, if such is the case;






     (8) the CUSIP number, if any, printed on the Securities being redeemed; and



     (9) that no representation is made as to the correctness or accuracy of the CUSIP number, if any,
listed in such notice or printed on the Securities.






     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, by the Trustee in the name and at the expense of
the Company. In the case of redemptions by the Company of Global Securities, the Company shall, at
least 30 days prior to the Redemption Date, notify the Depositary (with a copy to the Trustee) of
such redemption.



SECTION 1105. Deposit of Redemption Price.




     On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.



SECTION 1106. Securities Payable on Redemption Date.




     Notice of redemption having been given as aforesaid, the Securities 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 Record Date according to their terms and the
provisions of Section 307.



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



SECTION 1107. Securities Redeemed in Part.




     Any security which is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or his 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, 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; provided, however, that the Depositary need not surrender
Global Securities for a partial redemption and may be authorized to make a notation on such Global
Security of such partial redemption. In the case of a partial redemption of the Global Securities,
the Depositary, and in turn, the participants in the Depositary, shall have the responsibility to
select any Securities to be redeemed by random lot.



ARTICLE TWELVE




SINKING FUNDS




SECTION 1201. Applicability of Article.




     The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section 301 for Securities
of such series.



     The minimum amount of any sinking fund payment provided for by the



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terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and
any payment in excess of such minimum amount provided for by the terms of Securities of any series
is herein referred to as an “optional sinking fund payment.” If provided for by the terms of
Securities of any series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such series.




SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.




     The Company may, in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of any series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series (1) deliver Outstanding Securities of such series (other
than any previously called for redemption) and (2) apply as a credit Securities of such series
which have been redeemed either at the election of the Company pursuant to the terms of such series
of Securities or through the application of permitted optional sinking fund payments pursuant to
the terms of such Securities, in each case, 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 1203. Redemption of Securities for Sinking Fund.




     Not less than 60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee 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 1202,
and the amount of any optional sinking fund payment to be added to the next ensuing sinking fund
payment, and will also deliver to the Trustee any Securities to be so delivered. If such Officers’
Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory
sinking fund payment, the Company shall thereupon be obligated to pay the amount therein specified.
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
1103 and cause notice of the redemption thereof to be given in the name of and at the expense of
the Company in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.




ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS




SECTION 1301. Applicability of Article.




     Securities of any series which are repayable at the option of the Holders thereof before their
Stated Maturity shall be repaid in accordance with the terms of the Securities of such series. The
repayment of any principal amount of Securities pursuant to such option of the Holder to require
repayment of Securities before their Stated Maturity, for purposes of Section 309, shall not
operate as a payment, redemption or satisfaction of the indebtedness represented by such Securities
unless and until the Company, at its option, shall deliver or surrender the same to the Trustee
with a directive that such Securities be cancelled. Notwithstanding anything to the contrary
contained in this Section 1301, in connection with any repayment of Securities, the Company may
arrange for the purchase of any Securities by an agreement with one or more investment bankers or
other purchasers to purchase such Securities by paying to the Holders of such Securities on or
before the close of business on the repayment date an amount not less than the repayment price
payable by the Company on repayment of such Securities, and the obligation of the Company to pay
the repayment price of such Securities shall be satisfied and discharged to the extent such payment
is so paid by such purchasers to the respective Holders thereof.




ARTICLE FOURTEEN

SUBORDINATION




     SECTION 1401. Securities Subordinated to Senior Indebtedness.



       The Company covenants and agrees, and each Holder of Securities by his acceptance
thereof, likewise covenants and agrees, that the indebtedness evidenced by the Securities and the
payment of the principal of (and premium, if any) and interest on each and all of the Securities is
hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of
payment to the prior payment in full of Senior Indebtedness.



     Anything in this Indenture or in the Securities to the contrary notwithstanding, the
indebtedness evidenced by the Securities shall be subordinate and junior in right of payment, to
the extent and in the manner hereinafter set forth, to all Senior Indebtedness. Senior
Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of these
subordination provisions irrespective of any amendment, modification or waiver of any term of
Senior Indebtedness or extension or renewal of Senior Indebtedness.



     (a)(i) In the event the Company shall default in the payment of any Senior Indebtedness
when the same becomes due and payable, whether at maturity or on a date fixed for prepayment
or by declaration or otherwise, then, unless and until such default shall have been cured or
waived or shall have ceased to exist, no direct or indirect payment (in cash, property or
securities or by set-off or otherwise) shall be made or agreed to be made on account of the
principal of, premium, if any, or interest on the Securities, or as a sinking fund for the
Securities, or in respect of any redemption, retirement, purchase or other acquisition of
any of the Securities.



     (ii) Upon the happening of an event of default with respect to any Senior Indebtedness,
permitting the holders thereof to accelerate the maturity thereof (other than under
circumstances when the terms of subdivision (a)(i) are applicable), then, unless and until
such event of default shall have been cured or waived or shall have ceased to exist, no
direct or indirect payment (in cash, property or securities or by set-off or otherwise)
shall be made or agreed to be made on account of the principal of, or premium, if any, or
interest on the Securities, or as a sinking fund for the Securities, or in respect of any
redemption, retirement, purchase or other acquisition of any of the Securities, during any
period:



          (A) of 90 days after written notice of such default shall have been given to
the Company by any holder of Senior Indebtedness; or



          (B) in which any judicial proceeding shall be pending in respect of such
default and a notice of acceleration of the maturity of such Senior Indebtedness
shall have been transmitted to the Company in respect of such default.



     (b) In the event of



     (i) any insolvency, bankruptcy, receivership, liquidation, reorganization,
readjustment, composition or other similar proceeding relating to the Company, its creditors
or its property,



     (ii) any proceeding for the liquidation, dissolution or other winding-up of the
Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy
proceedings,



     (iii) any assignment by the Company for the benefit of creditors, or



     (iv) any other marshalling of the assets of the Company,



     all Senior Indebtedness (including any interest accruing after the commencement of such
proceedings) shall first be paid in full before any payment or distribution, whether in
cash, securities or other property, shall be made to any Holder of Securities on account of
the Securities. Any payment or distribution, whether in cash, securities or other property
(other than securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to the extent
provided in this Article Fourteen with respect to the Securities, to the payment of all
Senior Indebtedness at the time outstanding and to any securities issued in respect thereof
under any such plan of reorganization or readjustment), which would otherwise (but for the
provisions of this Article Fourteen) be payable or deliverable in respect of the Securities
shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with
the priorities then existing among such holders until all Senior Indebtedness (including any
interest thereon accruing after the commencement of any such proceedings) shall have been
paid in full.



     (c) In the event that any Security shall be declared due and payable as the result of
the occurrence of any one or more defaults in respect thereof, under circumstances when the
terms of subparagraph (b) are not applicable, no payment shall be made in respect of any
Securities unless and until all Senior Indebtedness shall have been paid in full or such
declaration and its consequences shall have been rescinded and all such defaults shall have
been remedied or waived.



     (d) If any payment or distribution of any character or any security, whether in cash,
securities or other property (other than securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in the provisions of this Article Fourteen with
respect to the Securities, to the payment of all Senior Indebtedness at the time outstanding
and to any securities issued in respect thereof under any such plan or reorganization or
readjustment), shall be received by any Holder of Securities in contravention of any terms
hereof and before all the Senior Indebtedness shall have been paid in full, such payment or
distribution or security shall be received in trust for the benefit of, and shall be paid
over or delivered and transferred to, the holders of the Senior



     Indebtedness at the time outstanding, in accordance with the priorities then existing
among such holders for application to the payment of all Senior Indebtedness remaining
unpaid, or, if applicable, to any trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of assets of the
Company, to the extent necessary to pay all such Senior Indebtedness in full. In the event
of the failure of any Holder of Securities to endorse or assign any such payment,
distribution or security, each holder of Senior Indebtedness is hereby irrevocably
authorized to endorse or assign the same.



     (e) Nothing contained herein shall impair, as between the Company and the Holder of any
Securities, the obligation of the Company to pay to the Holder thereof the principal thereof
and interest thereon as and when the same shall become due and payable in accordance with
the terms of such Security, or prevent the Holder of any Securities from exercising all
rights, powers and remedies otherwise permitted by applicable law or pursuant to the terms
of this Indenture and the Security, upon a default or Event of Default under this Indenture,
all subject to the rights of the holders of the Senior Indebtedness to receive cash,
securities or other property otherwise payable or deliverable to the Holders of the
Securities.



     (f) Senior Indebtedness shall not be deemed to have been paid in full unless the
holders thereof shall have received cash equal to the amount of such Senior Indebtedness
then outstanding. Upon the payment in full of all Senior Indebtedness, the Holders of
Securities shall be subrogated to all rights of any holders of Senior Indebtedness to
receive any further payments or distributions applicable to the Senior Indebtedness until
all amounts owing on the Securities shall have been paid in full, and such payments or
distributions received by the holders of the Securities by reason of such subrogation, of
cash, securities or other property which otherwise would be paid or distributed to the
holders of Senior Indebtedness, shall, as between the Company and its creditors other than
the holders of Senior Indebtedness, on the one hand, and the Holders of Securities, on the
other hand, be deemed to be a payment by the Company on account of Senior Indebtedness and
not on account of Securities.



     The Company shall give prompt written notice to the Trustee of any insolvency, bankruptcy,
receivership, liquidation, reorganization, readjustment, composition or other similar proceeding
relating to the Company within the meaning of this Section 1401. Upon any payment or distribution
of assets of the Company referred to in this Article Fourteen, the Trustee, subject to the
provisions of Section 601, and the Holders of Securities shall be entitled to rely upon a
certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors or other
liquidating agent making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the person entitled to participate in such
distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Fourteen.



     In the event that the Trustee determines, in good faith, that further evidence is required
with respect to the right of any person as a holder of Senior Indebtedness to participate in any
payment or distribution pursuant to this Section 1401, the Trustee may request such person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such person, as to the extent to which such person is entitled to participate
in such payment or distribution, and as to other facts pertinent to the rights of such person under
this Section 1401, and if such evidence is not furnished, the Trustee may defer any payment to such
person pending judicial determination as to the right of such person to receive such payment.



     SECTION 1402. Effectuation of Subordination by Trustee.



     Each Holder of Securities, by his acceptance thereof, authorizes and directs the Trustee in
his behalf to take such action as may be necessary or appropriate to effectuate, as between the
Holders of the Securities and the holders of Senior Indebtedness, the subordination provided in
this Article and appoints the Trustee his attorney-in-fact for any and all such purposes.



     SECTION 1403. Knowledge of Trustee.



     Nothing contained in this Article Fourteen or elsewhere in this Indenture, shall (a) prevent
the Company from setting aside in trust or depositing with the Trustee or any Paying Agent, at any
time, except during the pendency of any of the proceedings or upon the happening or continuance of
any of the events referred to in Section 1401, moneys for the payment of principal of, or premium,
if any, or interest on, the Securities, or (b) prevent the application by the Trustee or Paying
Agent of any moneys deposited with it hereunder by or on behalf of the Company to the payment of or
on account of the principal of, or the premium, if any, or interest on the Securities, if the
Trustee or the Paying Agent, as the case may be, did not have written notice of any event
prohibiting such application by the close of business on the Business Day immediately prior to the
date of such application.



     Notwithstanding the provisions of this Article or any other provisions of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any Senior Indebtedness or of any
default or event of default with respect to any Senior Indebtedness or any fact or facts which
would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any other
action by the Trustee, unless and until the Trustee shall have received written notice thereof from
the Company, any Holder of Securities, any paying or conversion agent of the Company or the holder
or representative of any class of Senior Indebtedness who shall have been certified by the Company
or otherwise established to the reasonable satisfaction of the Trustee to be such holder or
representative or by the trustee under any indenture pursuant to which Senior Indebtedness shall be
outstanding.



     SECTION 1404. Trustee’s Relation to Senior Indebtedness.



     The Trustee shall be entitled to all rights set forth in this Article with respect to any
Senior Indebtedness at the time held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in Section 612 or elsewhere in this Indenture shall deprive the Trustee
of any of its rights as such holder. Nothing in this Article Fourteen shall subordinate to Senior
Indebtedness the claims of, or payments to, the Trustee under or pursuant to Section 607.



     With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to
observe only such of its covenants and obligations as are specifically set forth in this Article
and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be
read into this Indenture against the Trustee and the Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any holder of
Senior Indebtedness if it shall pay over or deliver to Holders, the Company or any other Person
monies or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this
Article or otherwise.



     SECTION 1405. Rights of Holders of Senior Indebtedness Not Impaired.



     No right of any present or future holder of any Senior Indebtedness to enforce the
subordination herein shall at any time or in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any non-compliance by the Company with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may
have or be otherwise charged with.






     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.



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



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PHH CORPORATION
	 
	 	 	 	 	 	 	 	 	 	 
	(SEAL)	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	Name:
	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 
 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	[                         ]
	 
	 	 	 	 	 	 	 	 	 	 
	(SEAL)	 	By:	 		 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	Name:
	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 
 

	 	 	 	 	 	 	 	 







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