EX-4.1





 Exhibit 4.1 
  

 
  

Chevron Corporation 

as Issuer 
 and

 Deutsche Bank Trust Company Americas, 

as Trustee 
  

 
 INDENTURE 

Dated as of May 11, 2020 
  

 
  












 CERTAIN SECTIONS OF THIS INDENTURE 

RELATING TO SECTIONS 310 THROUGH 318 INCLUSIVE, 

OF THE TRUST INDENTURE ACT OF 1939 
  

			
	 Trust Indenture Act Section
	  	INDENTURE Section
	Section 310(a)(1)	  	Section 6.9
	 (a)(2)
	  	Section 6.9
	 (a)(3)
	  	Not Applicable
	 (a)(4)
	  	Not Applicable
	 (b)
	  	Section 6.8
	Section 311(a)	  	Section 6.13
	 (b)
	  	Section 6.13
	Section 312(a)	  	Section 7.1
	 (b)
	  	Section 7.2
	 (c)
	  	Section 7.2
	Section 313(a)	  	Section 7.3
	 (b)
	  	Section 7.3
	 (c)
	  	Section 7.3
	 (d)
	  	Section 7.3
	Section 314(a)	  	Section 7.4
	 (a)(4)
	  	Section 10.4
	 (b)
	  	Not Applicable
	 (c)(1)
	  	Section 1.2
	 (c)(2)
	  	Section 1.2
	 (c)(3)
	  	Not Applicable
	 (d)
	  	Not Applicable
	 (e)
	  	Section 1.2
	Section 315(a)	  	Section 6.1
	 (b)
	  	Section 6.2
	 (c)
	  	Section 6.1
	 (d)
	  	Section 6.1
	 (e)
	  	Section 5.13
	Section 316(a)	  	Section 1.1
	 (a)(1)(A)
	  	Section 5.2, Section 5.11
	 (a)(1)(B)
	  	Section 5.12
	 (a)(2)
	  	Not Applicable
	 (b)
	  	Section 5.8
	 (c)
	  	Section 1.4
	Section 317(a)(1)	  	Section 5.3
	 (a)(2)
	  	Section 5.4
	 (b)
	  	Section 10.3
	 Section 318(a)
	  	Section 1.7

  
 NOTE: This
reconciliation and tie shall not, for any purpose, be deemed to be a part of this Indenture. 

  
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 TABLE OF CONTENTS 

 

							
	 Article I
	    		  			
	 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	 	1	 
			
	 Section 1.1.
	    	 Definitions
	  	 	1	
	 Section 1.2.
	    	 Compliance Certificates and Opinions
	  	 	6	
	 Section 1.3.
	    	 Form of Documents Delivered to Trustee
	  	 	6	
	 Section 1.4.
	    	 Acts of Holders; Record Dates
	  	 	7	
	 Section 1.5.
	    	 Notices, Etc., to Trustee and Company
	  	 	8	
	 Section 1.6.
	    	 Notice to Holders; Waiver
	  	 	8	
	 Section 1.7.
	    	 Conflict with Trust Indenture Act
	  	 	9	
	 Section 1.8.
	    	 Effect of Headings and Table of Contents
	  	 	9	
	 Section 1.9.
	    	 Successors and Assigns
	  	 	9	
	 Section 1.10.
	    	 Separability Clause
	  	 	9	
	 Section 1.11.
	    	 Benefits of Indenture
	  	 	9	 
	 Section 1.12.
	    	 Governing Law
	  	 	9	 
	 Section 1.13.
	    	 Legal Holidays
	  	 	10	
	 Section 1.14.
	    	 No Recourse Against Others
	  	 	10	
	 Section 1.15.
	    	 WAIVER OF JURY TRIAL
	  	 	10	
			
	 Article II
	    		  			
	 SECURITY FORMS
	  	 	10	 
			
	 Section 2.1.
	    	 Forms Generally
	  	 	10	 
	 Section 2.2.
	    	 Form of Legend for Global Securities
	  	 	11	
	 Section 2.3.
	    	 Form of Trustee’s Certificate of Authentication
	  	 	11	 
			
	 Article III
	    		  			
	 THE SECURITIES
	  	 	12	 
			
	 Section 3.1.
	    	 Amount Unlimited; Issuable in Series
	  	 	12	
	 Section 3.2.
	    	 Denominations
	  	 	14	 
	 Section 3.3.
	    	 Execution, Authentication, Delivery and Dating
	  	 	15	
	 Section 3.4.
	    	 Temporary Securities
	  	 	16	
	 Section 3.5.
	    	 Registration, Registration of Transfer and Exchange
	  	 	16	
	 Section 3.6.
	    	 Mutilated, Destroyed, Lost and Stolen Securities
	  	 	18	
	 Section 3.7.
	    	 Payment of Interest; Interest Rights Preserved
	  	 	18	
	 Section 3.8.
	    	 Persons Deemed Owners
	  	 	19	
	 Section 3.9.
	    	 Cancellation
	  	 	19	
	 Section 3.10.
	    	 Computation of Interest
	  	 	19	 
	 Section 3.11.
	    	 CUSIP Numbers
	  	 	20	
			
	 Article IV
	    		  			
	 SATISFACTION AND DISCHARGE
	  	 	20	 
			
	 Section 4.1.
	    	 Satisfaction and Discharge of Indenture
	  	 	20	
	 Section 4.2.
	    	 Application of Trust Money
	  	 	21	
			
	 Article V
	    		  			
	 REMEDIES
	    		  	 	21	 
			
	 Section 5.1.
	    	 Events of Default
	  	 	21	
	 Section 5.2.
	    	 Acceleration of Maturity; Rescission and Annulment
	  	 	22	
	 Section 5.3.
	    	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	 	23	
	 Section 5.4.
	    	 Trustee May File Proofs of Claim
	  	 	23	
	 Section 5.5.
	    	 Trustee May Enforce Claims Without Possession of Securities
	  	 	23	 
	 Section 5.6.
	    	 Application of Money Collected
	  	 	24	
	 Section 5.7.
	    	 Limitation on Suits
	  	 	24	


  
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	 Section 5.8.
	    	 Unconditional Right of Holders to Receive Principal, Premium and Interest
	  	 	24	
	 Section 5.9.
	    	 Rights and Remedies Cumulative
	  	 	25	
	 Section 5.10.
	    	 Delay or Omission Not Waiver
	  	 	25	
	 Section 5.11.
	    	 Control by Holders
	  	 	25	
	 Section 5.12.
	    	 Waiver of Past Defaults
	  	 	25	
	 Section 5.13.
	    	 Undertaking for Costs
	  	 	25	
	 Section 5.14.
	    	 Waiver of Usury, Stay or Extension Laws
	  	 	26	
	 Section 5.15.
	    	 Restoration of Rights and Remedies
	  	 	26	
			
	 Article VI
	    		  			
	 THE TRUSTEE
	  	 	26	 
			
	 Section 6.1.
	    	 Certain Duties and Responsibilities of Trustee
	  	 	26	
	 Section 6.2.
	    	 Notice of Defaults
	  	 	27	
	 Section 6.3.
	    	 Certain Rights of Trustee
	  	 	27	
	 Section 6.4.
	    	 Not Responsible for Recitals or Issuance of Securities
	  	 	29	
	 Section 6.5.
	    	 May Hold Securities
	  	 	29	
	 Section 6.6.
	    	 Money Held in Trust
	  	 	29	
	 Section 6.7.
	    	 Compensation and Reimbursement
	  	 	29	
	 Section 6.8.
	    	 Conflicting Interests
	  	 	30	
	 Section 6.9.
	    	 Corporate Trustee Required; Eligibility
	  	 	30	
	 Section 6.10.
	    	 Resignation and Removal; Appointment of Successor
	  	 	30	
	 Section 6.11.
	    	 Acceptance of Appointment by Successor
	  	 	31	
	 Section 6.12.
	    	 Merger, Conversion, Consolidation or Succession to Business
	  	 	32	
	 Section 6.13.
	    	 Preferential Collection of Claims Against Company
	  	 	32	
	 Section 6.14.
	    	 USA Patriot Act
	  	 	32	
	 Section 6.15.
	    	 Force Majeure
	  	 	33	
	 Section 6.16.
	    	 Appointment of Authenticating Agent
	  	 	33	
			
	 Article VII
	    		  			
	 HOLDERS’ LISTS AND REPORTS
	  			
	 BY TRUSTEE AND COMPANY
	  	 	34	 
			
	 Section 7.1.
	    	 Company to Furnish Trustee Names and Addresses of Holders
	  	 	34	
	 Section 7.2.
	    	 Preservation of Information; Communications to Holders
	  	 	34	
	 Section 7.3.
	    	 Reports by Trustee
	  	 	34	
	 Section 7.4.
	    	 Reports by Company
	  	 	35	
		
	 Article VIII
	  			
	 CONSOLIDATION, MERGER AND SALE OF ASSETS
	  	 	35	 
			
	 Section 8.1.
	    	 Company May Merge or Transfer Assets Only on Certain Terms
	  	 	35	
	 Section 8.2.
	    	 Successor Corporation Substituted
	  	 	35	
			
	 Article IX
	    		  			
	 SUPPLEMENTAL INDENTURES
	  	 	36	 
			
	 Section 9.1.
	    	 Supplemental Indentures Without Consent of Holders
	  	 	36	
	 Section 9.2.
	    	 Supplemental Indentures With Consent of Holders
	  	 	37	
	 Section 9.3.
	    	 Execution of Supplemental Indentures
	  	 	38	
	 Section 9.4.
	    	 Effect of Supplemental Indentures
	  	 	38	
	 Section 9.5.
	    	 Conformity with Trust Indenture Act
	  	 	38	
	 Section 9.6.
	    	 Reference in Securities to Supplemental Indentures
	  	 	38	
			
	 Article X
	    		  			
	 COVENANTS
	    		  	 	38	 
			
	 Section 10.1.
	    	 Payment of Principal, Premium, if any, and Interest
	  	 	38	
	 Section 10.2.
	    	 Maintenance of Office or Agency
	  	 	39	
	 Section 10.3.
	    	 Money for Securities Payments to Be Held in Trust
	  	 	39	
	 Section 10.4.
	    	 Statement by Officers as to Default
	  	 	40	
	 Section 10.5.
	    	 Waiver of Certain Covenants
	  	 	40	


  
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	 Article XI
	    		  			
	 REDEMPTION OF SECURITIES
	  	 	40	 
			
	 Section 11.1.
	    	 Applicability of Article
	  	 	40	 
	 Section 11.2.
	    	 Election to Redeem; Notice to Trustee
	  	 	40	 
	 Section 11.3.
	    	 Selection by Trustee of Securities to Be Redeemed
	  	 	41	
	 Section 11.4.
	    	 Notice of Redemption
	  	 	41	
	 Section 11.5.
	    	 Deposit of Redemption Price
	  	 	42	
	 Section 11.6.
	    	 Securities Payable on Redemption Date
	  	 	42	
	 Section 11.7.
	    	 Securities Redeemed in Part
	  	 	42	 
			
	 Article XII
	    		  			
	 SINKING FUNDS
	  	 	42	 
			
	 Section 12.1.
	    	 Applicability of Article
	  	 	42	 
	 Section 12.2.
	    	 Satisfaction of Sinking Fund Payments with Securities
	  	 	43	
	 Section 12.3.
	    	 Redemption of Securities for Sinking Fund
	  	 	43	
			
	 Article XIII
	    		  			
	 DEFEASANCE AND COVENANT DEFEASANCE
	  	 	43	 
			
	 Section 13.1.
	    	 Company’s Option to Effect Defeasance or Covenant Defeasance
	  	 	43	 
	 Section 13.2.
	    	 Defeasance and Discharge
	  	 	43	 
	 Section 13.3.
	    	 Covenant Defeasance
	  	 	44	
	 Section 13.4.
	    	 Conditions to Defeasance or Covenant Defeasance
	  	 	44	 
	 Section 13.5.
	    	 Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
Provisions
	  	 	45	 
	 Section 13.6.
	    	 Reinstatement
	  	 	46	


  
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 INDENTURE, dated as of May 11, 2020, between Chevron Corporation, a corporation duly organized and
existing under the laws of the State of Delaware (herein called the “Company”), and Deutsche Bank Trust Company Americas, a New York State banking corporation, 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 debt securities (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 agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows: 

ARTICLE I 
 DEFINITIONS
AND OTHER PROVISIONS 
 OF GENERAL APPLICATION 

Section 1.1.    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 I have the meanings assigned to them in this Article I
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 GAAP;



  

	 	(4)	 unless the context otherwise requires, any reference to an “Article” or a “Section” refers
to an Article or a Section, as the case may be, of this Indenture; 


  

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


  

	 	(6)	 “including” means including without limitation; 



 

	 	(7)	 “or” is inclusive; 



 

	 	(8)	 references to statutes are to be construed as including all statutory provisions consolidating, amending or
replacing the statute referred to; and 


  

	 	(9)	 unless otherwise provided, references to agreements and other instruments shall be deemed to include all
amendments and other modifications to such agreements and instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Indenture. 



“Act,” when used with respect to any Holder, has the meaning specified in Section 1.4. 












 “Affiliate” means, with respect to any specified Person, any other Person directly or
indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For 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. 
 “Applicable Procedures” means, with respect to a Depositary, as to any matter at any time, the policies and procedures of
such Depositary, if any, that are applicable to such matter at such time. 
 “Authenticating Agent” means any Person authorized by the
Trustee pursuant to Section 6.16 to act on behalf of the Trustee to authenticate Securities of one or more series. 

“Bankruptcy Law” has the meaning specified in Section 5.1. 

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

“Business Day” means, when used with respect to any Place of Payment, unless otherwise specified as contemplated by
Section 3.1, any day, other than a Saturday or Sunday, which is not a day on which banking institutions are authorized or obligated by law or executive order to close in that Place of Payment. 

“Certified Resolution” means a copy of one or more resolutions certified by the Secretary or an Assistant Secretary of the Company to have
been duly adopted by the Board of Directors or the Executive Committee and to be in full force and effect on the date of such certification and delivered to the Trustee. 

“Commission” means the U.S. Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this Indenture 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 Person shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by an Officer of the
Company (or any Person designated in writing by an Officer of the Company as authorized to execute and deliver Company Requests and Company Orders), and delivered to the Trustee. 

“Corporate Trust Office” means the principal office of the Trustee at which, at any particular time, its corporate trust business shall be
conducted (which office is located as of the date of this Indenture at Deutsche Bank Trust Company Americas Trust and Agency Services, 60 Wall Street, 24th Floor, Mail Stop: NYC60 – 2405, New York, New York 10005, USA, Attention: Corporates
Team, Chevron Corporation, Facsimile: (732) 578-4635 or at any other time at such other address as the Trustee may designate from time to time by notice to the Holders). 

“Covenant Defeasance” has the meaning specified in Section 13.3. 

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default. 

“Defaulted Interest” has the meaning specified in Section 3.7. 

“Defeasance” has the meaning specified in Section 13.2. 

“Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.1. 

  
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 “Event of Default” has the meaning specified in Section 5.1. 

“Exchange Act” means the U.S. Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.

 “Executive Committee” means the Executive Committee of the Company as such committee may from time to time be established and
constituted pursuant to the provisions of the bylaws of the Company. 
 “Expiration Date” has the meaning specified in
Section 1.4. 
 “GAAP” means generally accepted accounting principles in the United States as in effect from time
to time. 
 “Global Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth in
Section 2.2 (or such legend as may be specified as contemplated by Section 3.1 for such Securities). 

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

“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more
Supplemental Indentures hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such Supplemental Indenture, the provisions of the Trust Indenture Act that are deemed to be a part of
and govern this instrument and any such Supplemental Indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 3.1. 

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

 “Internal Revenue Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. 

“Maturity” means, when used with respect to any Security, 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. 

“Notice of Default” means a written notice of the kind specified in Section 5.1. 

“Officer” means the Chief Executive Officer, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant
Secretary, of the Company. 
 “Officer’s Certificate” means a certificate signed by an Officer of the Company (or any Person
designated in writing by an Officer of the Company as authorized to execute and deliver Officer’s Certificates) and delivered to the Trustee. 

“Opinion of Counsel” means a written opinion of counsel (who may be counsel for the Company) and which shall be reasonably acceptable to the
Trustee. The counsel may be an employee of the Company. Opinions of Counsel required to be delivered under this Indenture may have qualifications customary for opinions of the type required. 

“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 5.2. 
 “Outstanding”
means, when used with respect to Securities, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: 
  

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




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


  

	 	(3)	 Securities as to which Defeasance has been effected pursuant to Section 13.2; and



  

	 	(4)	 Securities which have been paid pursuant to Section 3.6 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 the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the
principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date
pursuant to Section 5.2, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be
the amount as specified or determined as contemplated by Section 3.1, (C) the principal amount of a Security denominated in one or more foreign currencies, composite currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 3.1, of the principal amount of such Security (or, in the case of a Security described in clause
(A) or (B) above, of the amount determined as provided in such clause), and (D) 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, waiver or other action, only Securities which a Responsible Officer
of the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. 

“Paying Agent” means any Person authorized by the Company to pay the principal of or premium, if any, or interest on any Securities on behalf
of the Company. The Company initially authorizes and appoints the Trustee as the Paying Agent for each series of the Securities. 

“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 or any other entity. 
 “Place of Payment” means,
when used with respect to the Securities of any series, the place or places where the principal of and premium, if any, and interest on the Securities of such series are payable as specified as contemplated by Section 3.1.

 “Predecessor Security” means, with respect to any particular Security, every previous Security evidencing all or a portion of the same
debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen
Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
 “Redemption Date” means, when
used with respect to any Security to be redeemed, the date fixed for such redemption by or pursuant to this Indenture. 

  
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 “Redemption Price” means, when used with respect to any Security to be redeemed, the price
at which it is to be redeemed pursuant to this Indenture. 
 “Regular Record Date” means, for the interest payable on any Interest Payment
Date on the Securities of any series, the date specified for that purpose as contemplated by Section 3.1. 
 “Repayment
Date” means, with used with respect to a Security to be repaid at the option of a Holder, the date fixed for such repayment by or pursuant to this Indenture. 

“Responsible Officer” shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee,
including any managing director, director, vice president, assistant vice president, assistant secretary, assistant treasurer, associate, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed
by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture. 
 “Securities” has the meaning specified in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this Indenture. 
 “Securities Act” means the U.S. Securities Act of
1933 and any statute successor thereto, in each case as amended from time to time. 
 “Security Register” and “Security
Registrar” have the respective meanings specified in Section 3.5. 
 “Special Record Date” means, for
the payment of any Defaulted Interest, a date fixed by the Trustee pursuant to Section 3.7. 
 “Stated Maturity”
means, when used with respect to any Security or any installment of principal thereof or interest thereon, the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is
due and payable. 
 “Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or
indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. 

“Successor” has the meaning specified in Section 8.1. 

“Supplemental Indenture” means an indenture supplement hereto as such Supplemental Indenture may be originally executed, or as it may from
time to time be supplemented, modified or amended, as provided herein and therein. 
 “Trust Indenture Act” means the U.S. Trust Indenture
Act of 1939 as in force at the date as of which this Indenture was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required
by any such amendment, the Trust Indenture Act of 1939 as so amended. 
 “Trustee” means the Person named as the “Trustee” in the
first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if
at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 

“U.S. Government Obligation” has the meaning specified in Section 13.4(1). 

  
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 “Vice President” means, when used with respect to the Company or the Trustee, any vice
president, whether or not designated by a number or a word or words added before or after the title “vice president.” 

Section 1.2.    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 Officer’s 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. 
 Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (except for certificates provided for in Section 10.4) shall include: 
  

	 	(1)	 a statement that each individual signing such certificate or opinion has read such covenant or condition 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 or she has made such examination or investigation
as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and 


  

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


 Section 1.3.    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 (or any Person designated in writing by an Officer of the Company as authorized to execute and deliver the Securities) may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such Officer (or any such Person designated in writing by an Officer of the Company as authorized to execute and deliver the Securities) knows, or in the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which such Officer’s (or such Person’s) certificate or opinion is based are erroneous. Any such certificate or any 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 (or any Person or Persons designated in writing by an Officer of the Company as authorized to execute and deliver the Securities) 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. Counsel delivering an Opinion of Counsel may also rely as to factual matters on certificates of governmental or other officials customary for opinions of the type required. 

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. 

  
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 Section 1.4.    Acts of Holders; Record Dates. 

Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by
Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the Trustee and, 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 6.1, conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 1.4. 

The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Trustee reasonably deems sufficient.
Where such execution is by a Person acting in a capacity other than such Person’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such Person’s 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. 

The ownership of Securities shall be proved by the Security Register. 

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon,
whether or not notation of such action is made upon such Security. 
 The Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of
Securities of such series; provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the
next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series
on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously
set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities
of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Sections 1.5 and 1.6. 

The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.2, (iii) any request to institute proceedings referred to in Section 5.7(2) or
(iv) any direction referred to in Section 5.11, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such
record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder
unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of 

  
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Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record
date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the
Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth
in Sections 1.5 and 1.6. 
 With respect to any record date set pursuant to this Section 1.4, the party hereto which
sets such record dates may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant to this Section 1.4, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record
date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. 
 Without limiting the
foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do
so pursuant to such appointment with regard to all or any part of such principal amount. 

Section 1.5.    Notices, Etc., to Trustee and Company. 

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with, 
  

	 	(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 (which may be by facsimile, overnight courier service or electronic mail) to or with the Trustee at its Corporate Trust Office at the location specified in Section 1.1; 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, which may be facsimile, overnight courier service or electronic mail, to the Company addressed to the attention of the Treasurer of the Company at the address of the
Company’s principal office specified in writing to the Trustee by the Company and, until further notice, at Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, CA 94583. Attention: Treasurer. 



In addition to the foregoing, the Trustee agrees to accept and act upon notice, instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods. If the party elects to give the Trustee e-mail or facsimile instructions (or instructions by a
similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. 

Section 1.6.    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 such Holder’s address as it appears in the Security Register, or in the case of a Global Security, sent in accordance with the Applicable Procedures of
the Depositary, not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. In any case where notice to 

  
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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 when mailed to a Holder in the aforesaid manner shall be conclusively deemed to have been received by such Holder whether or not actually received by such 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 alternate notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

 Where this Indenture provides for notice of any event to a Holder of a Global Security, such notice shall be sufficiently given if given to the
Depositary for such Security (or its designee), pursuant to the Applicable Procedures of the Depositary, not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. 

Section 1.7.    Conflict with Trust Indenture Act. 

If any provision of this Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of
and govern this Indenture, the latter 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. 
 Section 1.8.    Effect of Headings and Table of
Contents. 
 The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

 Section 1.9.    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 in this Indenture shall bind its successors and assigns, whether so expressed or not. 
 Section 1.10.    Separability
Clause. 
 In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 1.11.    Benefits of Indenture. 

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and
the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
 Section 1.12.    Governing
Law. 
 This Indenture and the Securities shall be governed by, and construed in accordance with, the law of the State of New York. 

  
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 Section 1.13.    Legal Holidays. 

In any case where any Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section 1.13))
payment of principal and premium, if any, or interest, or the Redemption Price of such Security, shall not be made at such Place of Payment on such date, but shall 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 or Repayment Date, or at the Stated Maturity and no additional interest shall accrue. In the case, however, of Securities of a series bearing interest at a floating rate based
on the London interbank offered rate (LIBOR), if any Interest Payment Date (other than the Redemption Date, Repayment Date or Stated Maturity) would otherwise be a date that is not a Business Day, then the Interest Payment Date shall be postponed to
the following date which is a Business Day, unless that Business Day falls in the next succeeding calendar month, in which case the Interest Payment Date will be the Business Day immediately preceding the scheduled Interest Payment Date. No interest
shall accrue for the period from and after any such Interest Payment Date, Redemption Date, Repayment Date, Stated Maturity or conversion date, as the case may be, to the date of such payment. 

Section 1.14.    No Recourse Against Others. 

No recourse shall be had for the payment of principal of, or premium, if any, or interest, if any, on any Security of any series, or for any claim based
thereon, or upon any obligation, covenant or agreement of this Indenture, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or any successor corporation of the Company, either directly or
indirectly through the Company or any successor corporation of the Company, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment of penalty or otherwise; it being expressly agreed and understood that
this Indenture and all the Securities of each series are solely corporate obligations, and that no personal liability whatsoever shall attach to, or is incurred by, any incorporator, shareholder, officer or director, past, present or future, of the
Company or of any successor corporation of the Company, either directly or indirectly through the Company or any successor corporation of the Company, because of the incurring of the indebtedness hereby authorized or under or by reason of any of the
obligations, covenants or agreements contained in this Indenture or in any of the Securities of any series, or to be implied herefrom or therefrom; and that all such personal liability is hereby expressly released and waived as a condition of, and
as part of the consideration for, the execution of this Indenture and the issuance of the Securities of each series. 

Section 1.15.    WAIVER OF JURY TRIAL. 

EACH OF THE COMPANY, HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES, THE GUARANTEES OR THE TRANSACTION CONTEMPLATED HEREBY. 

ARTICLE II 
 SECURITY
FORMS 
 Section 2.1.    Forms Generally. 

The Securities of each series shall be in substantially such form or forms as shall be established by or pursuant to a Certified Resolution or, subject to
Section 3.3, set forth in, or determined in the manner provided in, an Officer’s Certificate pursuant to a Certified Resolution, or in one or more Supplemental Indentures 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 applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the Officer (or 

  
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any Person designated in writing by an Officer of the Company as authorized to execute and deliver the Securities) executing such Securities, as evidenced by his or her execution thereof. If the
form of Securities of any series is established by action taken pursuant to a Certified Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities. If all of the Securities of any series established by action taken pursuant to a
Certified Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each Security of such series, but an appropriate record of such action shall be delivered at or before the
time of issuance of the first Security of such series. 
 The definitive Securities shall be printed, lithographed or engraved or may be produced in any
other manner, all as determined by the Officer (or any Person designated in writing by an Officer of the Company as authorized to execute and deliver the Securities) executing such Securities, as evidenced by his or her execution of such Securities.

 Section 2.2.    Form of Legend for Global Securities. 

Unless otherwise specified as contemplated by Section 3.1 for the Securities evidenced thereby or as required by Applicable
Procedures, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: 
 [Insert, if
applicable — UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE EVIDENCING THE SECURITY ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITARY OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.] 

[Insert, if applicable — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN AND IS REGISTERED IN THE NAME
OF THE DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITARY OR
SUCH NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] 

Section 2.3.    Form of Trustee’s Certificate of Authentication. 

The Trustee’s certificates of authentication shall be in substantially the following form: 

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

  
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 Dated: 

	
	 Deutsche Bank Trust Company Americas,
 as
Trustee

	
	By:                                     
                                         
  
	Authorized Signatory


 ARTICLE III 

THE SECURITIES 
 
Section 3.1.    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) a Certified Resolution or pursuant to authority granted by a Certified Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officer’s
Certificate, or (b) one or more Supplemental Indentures 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 Securities
of any other series); 


  

	 	(2)	 the limit, if any, on 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 3.4, Section 3.5, Section 3.6, Section 9.6 or Section 11.7 and except for any Securities which, pursuant to
Section 3.3, are deemed never to have been authenticated and delivered hereunder); provided, however, that the authorized aggregate principal amount of such series may from time to time be increased above such amount by a
Certified Resolution to such effect; 


  

	 	(3)	 the price or prices at which the Securities will be sold; 



 

	 	(4)	 the Person to whom any interest on a Security of the series shall be payable, if other than 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; 


  

	 	(5)	 the date or dates on which the principal and premium, if any, of any Securities of the series is payable or the
method used to determine or extend those dates; 


  

	 	(6)	 the rate or rates (which may be fixed or floating) at which any Securities of the series shall bear interest,
if any, or the method by which such rate or rates shall be determined, the date or dates from which any such interest shall accrue, or the method by which such date or dates shall be determined, the Interest Payment Dates on which any such interest
shall be payable and the Regular Record Date, if any, for any such interest payable on any Interest Payment Date, or the method by which such date or dates shall be determined, and the basis upon which interest shall be calculated if other than that
of a 360-day year of twelve 30-day months, the right, if any, to extend or defer interest payments and the duration of such extension or deferral; 


  

	 	(7)	 the place or places where the principal of and any premium and interest on any Securities of the series shall
be payable, the place or places where the Securities of such series may be presented for payment at maturity, registration of transfer or exchange, the place or places where notices and demands to or upon the Company in respect of the Securities of
such series may be made and the manner in which any payment may be made; 



  
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	 	(8)	 the period or periods within which or the date or dates on which, the price or prices at which, the currency or
currency units in which, and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Certified Resolution, the manner in which any election by the
Company to redeem the Securities shall be evidenced; 


  

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


  

	 	(10)	 if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations
in which any Securities of the series shall be issuable; 


  

	 	(11)	 if other than the Trustee, the identity of each Security Registrar and/or Paying Agent; 



 

	 	(12)	 if the amount of principal of or premium, if any, or interest on any Securities of the series may be determined
with reference to a financial or economic measure or index or pursuant to a formula, the manner in which such amounts shall be determined; 


  

	 	(13)	 if other than the currency of the United States of America, the currency, currencies or currency units
in which the principal of or premium, if any, or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes
of the definition of “Outstanding” in Section 1.1; 


  

	 	(14)	 if the principal of or premium, if any, or interest on any Securities of the series is to be payable, at the
election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or premium,
if any, or interest on such Securities as to which such election is made shall be payable, the periods within which or the dates on which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in
which such amount shall be determined); 


  

	 	(15)	 if provisions for the satisfaction and discharge of this Indenture other than as set forth in
Section 4.1 shall apply to the Securities of that series; 


  

	 	(16)	 if other than the entire principal amount thereof, the portion of the principal amount of any Securities
of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2 or the method by which such portion shall be determined; 



 

	 	(17)	 if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable
as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall
be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall
be determined); 


  

	 	(18)	 if other than by a Certified Resolution, the manner in which any election by the Company to defease any
Securities of the series pursuant to Section 13.2 or Section 13.3 shall be evidenced; whether any Securities of the series other than Securities denominated in U.S. dollars and bearing interest at
a fixed 



  
 13 














	 	
rate are to be subject to Section 13.2 or Section 13.3; or, in the case of Securities denominated in U.S. dollars and bearing interest at a
fixed rate, if applicable, that the Securities of the series, in whole or any specified part, shall not be defeasible pursuant to Section 13.2 or Section 13.3 or both such Sections;


  

	 	(19)	 if applicable, that any Securities of the series shall be issuable in whole or in part in the form of
one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in
Section 2.2 and any circumstances in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.5 in which any such Global Security may be exchanged in whole or
in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof; 



 

	 	(20)	 any addition to, deletion from 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 5.2; 



 

	 	(21)	 any addition to, deletion from or change in the covenants set forth in Article X which applies to
Securities of the series; 


  

	 	(22)	 whether the Securities of the series will be guaranteed by any Person or Persons and, if so, the identity of
such Person or Persons, the terms and conditions upon which such Securities shall be guaranteed and, if applicable, the terms and conditions upon which such guarantees may be subordinated to other indebtedness of the respective guarantors;



  

	 	(23)	 whether the Securities of the series will be secured by any collateral and, if so, the terms and conditions
upon which such Securities shall be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness of the Company or any guarantor; 



 

	 	(24)	 the exchanges, if any, on which the Securities may be listed; and 



 

	 	(25)	 any other terms of the series (which terms shall not be inconsistent with the provisions of this
Indenture, except as permitted by Section 9.1). 


 All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in or pursuant to such Certified Resolution or Officer’s Certificate referred to above and, subject to Section 3.3, set forth in such
Officer’s Certificate referred to above or in any such Supplemental Indenture hereto. All Securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened for issuances of additional
Securities of such series; provided that if such additional Securities are not fungible with the then-outstanding Securities of such series for U.S. federal income tax purposes, the additional Securities shall have a separate CUSIP number, subject
to Section 3.11. Securities may differ between series in respect of any matters. 
 If any of the terms of the series are
established by action taken pursuant to a Certified 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 Officer’s Certificate setting forth the terms of the series. 
 Section 3.2.    Denominations. 

The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated
by Section 3.1. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $2,000 and any integral multiple of $1,000
in excess thereof. 

  
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 Section 3.3.    Execution, Authentication,
Delivery and Dating. 
 The Securities shall be executed on behalf of the Company by an Officer (other than the Secretary or an Assistant Secretary) of
the Company (or any Person designated in writing by an Officer of the Company as authorized to execute and deliver the Securities) and the Secretary or an Assistant Secretary. The signature of any of these officers on the Securities may be manual or
a facsimile thereof. 
 Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall
bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company
to the Trustee for authentication, together with an Officer’s Certificate and a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Certified Resolutions or pursuant to authority granted by one or more Certified Resolutions as permitted by
Section 2.1 and Section 3.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be provided
with, and, subject to Section 6.1, shall be fully protected in conclusively relying upon, an Opinion of Counsel stating, 
  

	 	(1)	 if the form of such Securities has been established by or pursuant to Certified Resolution or pursuant
to authority granted by one or more Certified Resolutions as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture; 



 

	 	(2)	 if the terms of such Securities have been established by or pursuant to Certified Resolution or pursuant
to authority granted by one or more Certified Resolutions as permitted by Section 3.1, that such terms have been established in conformity with the provisions of this Indenture; and 



 

	 	(3)	 that such Securities, when authenticated by the Trustee and issued and delivered by the Company in the manner
and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing.



 If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will materially adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture. 

Notwithstanding the provisions of Section 3.1 and of the preceding paragraph of this Section 3.3, if all
Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.1, it shall not
be necessary to deliver the Officer’s Certificate, Certified Resolution or Supplemental Indenture otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to
this Section 3.3 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

 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 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. Except 

  
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in the case of Securities of any series as to which it is specified, as contemplated by Section 3.1, that such Securities shall be issued initially in definitive
certificated form, the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities with respect to each series of Securities that (i) shall represent an aggregate amount equal to the aggregate principal
amount of the initially issued Securities of such series, (ii) shall be registered in the name of the Depositary or the nominee of the Depositary, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary’s instruction, (iv) shall bear a legend substantially in the form required in Section 2.3 and (v) shall bear such other legends or endorsements as contemplated by
Section 2.1. Neither the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. 

Section 3.4.    Temporary Securities. 

Pending the preparation of definitive Securities of any series, the Company may execute, and, upon Company Order, the Trustee 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 of such series 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. 

If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After
the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the
Company in a Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. 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 and tenor. 

Section 3.5.    Registration, Registration of Transfer and Exchange. 

The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. 

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

 At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of
like tenor and principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities 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. 

Notwithstanding the provisions contained in this Section 3.5 or as otherwise provided in this Indenture, the Company shall not be
required to exchange or transfer any Securities called or selected for redemption in whole or in part, except in the case of Securities called for redemption in part, the portion thereof not so called for redemption in whole or in part. 

  
 16 













 Every Security presented or surrendered for registration of transfer or for exchange shall (if so required
by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or such Holder’s 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 3.4,
Section 9.6 or Section 11.7 not involving any transfer. 
 The provisions of clauses (1), (2), (3) and
(4) of this paragraph shall apply only to Global Securities: 
  

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



  

	 	(2)	 Notwithstanding any other provision in this Indenture, and subject to such applicable provisions, if
any, as may be specified as contemplated by Section 3.1, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the
name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary
for such Global Security, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security, (C) the Company so directs the Trustee by a Company Order or (D) there shall exist such circumstances,
if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.1. 


  

	 	(3)	 Subject to clause (2) above, and subject to such applicable provisions, if any, as may be specified
as contemplated by Section 3.1, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered
in such names as the Depositary for such Global Security shall direct. 


  

	 	(4)	 Every Security authenticated and delivered upon registration or transfer of, or in exchange for or in
lieu of, a Global Security or any portion thereof, whether pursuant to this Section 3.5, Section 3.4, Section 3.6, Section 9.6 or
Section 11.7 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security
or a nominee thereof. 


 The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any
Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof. 
 Neither the Trustee nor any agent of the Trustee shall have any responsibility
for any actions taken or not taken by the Depositary. 

  
 17 













 Section 3.6.    Mutilated, Destroyed, Lost and Stolen Securities. 

If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall, upon receipt of a Company Order, authenticate and
deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding and shall cancel and dispose of such mutilated security in accordance with its customary
procedures. 
 If there shall be delivered to the Company and the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any
Security and (2) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona
fide purchaser, the Company shall execute and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding. 
 In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
 Upon the issuance of any new Security
under this Section 3.6, 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 counsel to the Company and the fees and expenses of the Trustee and its counsel) connected therewith. 
 Every new Security of any series issued pursuant
to this Section 3.6 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, 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 such series duly issued hereunder. 

The provisions of this Section 3.6 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 

Section 3.7.    Payment of Interest; Interest Rights Preserved. 

Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, 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. 
 Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment
Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (1) or (2) below: 
  

	 	(1)	 The Company may elect to make payment of any Defaulted Interest payable on Securities of a series 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 Company 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 



  
 18 














	 	
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 in the name and at the expense
of the Company, cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 1.6, not less
than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities
of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). 


 

	 	(2)	 The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful
manner that (a) is not inconsistent with the requirements of any securities exchange on which such Securities may be listed and (b) does not result in the Securities ceasing to be in registered form under Section 163(f) of the
Internal Revenue Code, 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 3.7, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 

Section 3.8.    Persons Deemed Owners. 

Prior to due presentment of a Security for payment, registration of transfer or exchange, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and premium, if any, and, subject to Section 3.7, any interest on such
Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 

None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 

Section 3.9.    Cancellation. 

All Securities surrendered for payment, redemption, registration of transfer or exchange or conversion 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 may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not
issued and sold, 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 3.9,
except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of in accordance with its customary procedures. The Trustee shall provide the Company a list of all Securities that have been cancelled
from time to time as requested by the Company. 
 Section 3.10.    Computation of Interest. 

Except as otherwise specified as contemplated by Section 3.1 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. 

  
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 Section 3.11.    CUSIP Numbers. 

The Company in issuing any series of the Securities may use “CUSIP” or “ISIN” numbers and/or other similar numbers, if then generally in
use, and thereafter with respect to such series, the Trustee may use such numbers in any notice of redemption with respect to such series; provided that any such notice may state that no representation is made as to the correctness of such numbers
either as printed on the Securities of such series or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities of such series, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers, “ISIN” numbers and/or other similar numbers. 

ARTICLE IV 
 SATISFACTION
AND DISCHARGE 
 Section 4.1.    Satisfaction and Discharge of Indenture. 

This Indenture shall, upon Company Request, cease to be of further effect with respect to any series of Securities specified in such Company Request (except
as to any surviving rights of registration of transfer or exchange of Securities of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge
of this Indenture as to such series, when: 
  

	 	(1)	 either 


  

	 	(A)	 all Securities of such series theretofore authenticated and delivered (other than (i) Securities
which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 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 Section 10.3) have been delivered to the Trustee for cancellation; or 



 

	 	(B)	 all such Securities of such series not theretofore delivered to the Trustee for cancellation



  

	 	(i)	 have become due and payable, or 



 

	 	(ii)	 will become due and payable at their Stated Maturity within one year of the date of deposit, or



  

	 	(iii)	 are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the expense, of the Company, 


 and the Company, in the case of (i), (ii) or
(iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for such purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal and premium, if any, and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

  

	 	(2)	 the Company has paid or caused to be paid all other sums payable hereunder by the Company; and



  

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



  
 20 













 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the
Trustee under Section 6.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1, the obligations of the Trustee under
Section 4.2 and the last paragraph of Section 10.3 shall survive such satisfaction and discharge. 

Section 4.2.    Application of Trust Money. 

Subject to the provisions of the last paragraph of Section 10.3, all money deposited with the Trustee pursuant to
Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the applicable series of Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and premium, if any, and interest for whose payment such money has been deposited with the Trustee. The Company may direct by a
Company Order the investment of any money deposited with the Trustee pursuant to Section 4.1, without distinction between principal and income, in (1) United States Treasury securities with a maturity of one year or
less or (2) a money market fund that invests solely in short-term United States Treasury securities (including money market funds for which the Trustee or an affiliate of the Trustee serves as investment advisor, administrator, shareholder,
servicing agent and/or custodian or sub-custodian, notwithstanding that (a) the Trustee charges and collects fees and expenses from such funds for services rendered and (b) the Trustee charges and
collects fees and expenses for services rendered pursuant to this Indenture at any time) and from time to time the Company may direct the reinvestment of all or a portion of such money in other securities or funds meeting the criteria specified in
clause (1) or (2) of this Section 4.2. 
 ARTICLE V 

REMEDIES 

Section 5.1.    Events of Default. “Event of Default”, wherever used herein
with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or 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 installment of 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 warranty of the Company in this Indenture (other than a
covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of a particular 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 overnight courier service, electronic transmission or 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 the affected series (voting as a single class) 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 entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of
the Company in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, or (ii) a decree or order appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Company, or ordering the winding-up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of 90 consecutive
days; or 



  
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	 	(6)	 the commencement by the Company of a voluntary case under any applicable bankruptcy, insolvency, reorganization
or other similar law now or hereafter in effect, or the consent by it to the entry of an order for relief in an involuntary case in respect of it under any such law, or the consent by it to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Company, or the making by it of any general assignment for the benefit of creditors; or 



 

	 	(7)	 any other Event of Default provided with respect to Securities of that series. 



Section 5.2.    Acceleration of Maturity; Rescission and Annulment. 

If an Event of Default with respect to Securities of any series at the time Outstanding (other than an Event of Default specified in
Section 5.1(5) or (6) with respect to the Company) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of
such series may declare the principal amount of all the Securities of such series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms
thereof), together with any accrued and unpaid interest thereon, 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
amount), together with any accrued and unpaid interest thereon, shall become immediately due and payable. If an Event of Default specified in Section 5.1(5) or (6) with respect to the Securities of any series at
the time Outstanding occurs, the principal amount of all the Securities of such series (or, in the case of any Security of such series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as
may be specified by the terms thereof), together with any accrued and unpaid interest thereon, shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. Upon
payment of such amount, all obligations of the Company in respect of the payment of principal and interest of the Securities of such series shall terminate. 

Except as may otherwise be provided pursuant to Section 3.1 for all or any specific Securities of any series, at any time after such
a declaration of acceleration with respect to the Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a
majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: 

 

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



 

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


  

	 	(B)	 all overdue interest on all Securities of such series, 



 

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


  

	 	(D)	 to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates
prescribed therefor in such Securities. 



  
 22 














	 	(2)	 all Events of Default with respect to Securities of such series, other than the non-payment of the principal of Securities of such series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.12.



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

Section 5.3.    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 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 at the Maturity thereof, the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such Securities for principal and premium, if any, and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and
premium and on any overdue interest, at the rate or rates 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 necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 

Section 5.4.    Trustee May File Proofs of Claim. 

In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be
entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the
Trustee shall be authorized 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
and any predecessor Trustee under Section 6.7. 
 No provision of this Indenture 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; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar
committee. 
 Section 5.5.    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, any predecessor Trustee under Section 6.7, its agents and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered. 

  
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 Section 5.6.    Application of Money Collected. 

Any money collected by the Trustee pursuant to this Article V 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, its agents and its counsel under Section 6.7; 

SECOND: To the payment of the amounts then due and unpaid for principal of and premium, if any, and interest 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 (other than contractual subordination agreements pursuant to the Indenture), according to the amounts due and payable on such Securities for
principal and premium, if any, and interest, respectively; and 
 THIRD: To the payment of the remainder, if any, to the Company. 

Section 5.7.    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, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy hereunder, unless: 
  

	 	(1)	 Such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to
the Securities of such series; 


  

	 	(2)	 the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series
shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 


  

	 	(3)	 such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the losses,
costs, expenses and liabilities to be incurred in compliance with such request; 


  

	 	(4)	 the Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request
and offer of indemnity; 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 aggregate principal amount of the Outstanding Securities of such 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 of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions are unduly prejudicial to such Holders) or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. 

Section 5.8.    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 3.7, interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption or repayment, on the
Redemption Date or date for repayment, as the case may be), and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 

  
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 Section 5.9.    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 3.6, 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 5.10.    Delay or
Omission Not Waiver. 
 No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article V 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 5.11.    Control by Holders. 

The Holders of not less than a majority in aggregate 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, and 



 

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


 Section 5.12.    Waiver of Past Defaults. 

The Holders of not less than a majority in aggregate 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 on any Security of such series, or



  

	 	(2)	 in respect of a covenant or provision hereof which under Article IX 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 this Indenture, but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 

Section 5.13.    Undertaking for Costs. 

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, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess reasonable costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture
Act; provided that neither this Section 5.13 nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or
the Trustee, a suit by a Holder under Section 5.8, or a suit by Holders of more than 10% in aggregate principal amount of the Outstanding Securities. 

  
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 Section 5.14.    Waiver of Usury, Stay or
Extension Laws. 
 The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that
it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted. 
 Section 5.15.    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. 

ARTICLE VI 
 THE TRUSTEE

 Section 6.1.    Certain Duties and Responsibilities of Trustee. 

 

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



  

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



 

	 	(B)	 in the absence of bad faith on its part, the Trustee may rely with respect to the Securities of such series, as
to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions
which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated therein). 


  

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


  

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


  

	 	(A)	 this Section 6.1(3) shall not be construed to limit the effect of
Section 6.1(1); 


  

	 	(B)	 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; 



  
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	 	(C)	 the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good
faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series, determined as provided in Section 1.1, Section 1.4 and
Section 5.11, 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 


  

	 	(D)	 no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it. 


  

	 	(4)	 Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1. 



Section 6.2.    Notice of Defaults. 

If a Default or an Event of Default occurs with respect to Securities of any series and is continuing and if it is actually known to a Responsible Officer of
the Trustee, the Trustee shall send to each Holder of Securities of such series notice of the Default within 90 days after it is known to a Responsible Officer or written notice of it is received by a Responsible Officer of the Trustee. Except in
the case of a Default in payment of principal, premium, if any, or interest on any Security, the Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is not opposed to the interests of Holders of
Securities of such series. 
 Section 6.3.    Certain Rights of Trustee. 

Subject to the provisions of Section 6.1: 
  

	 	(1)	 the Trustee may conclusively rely and shall be fully 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; 


  

	 	(2)	 if so requested by the Trustee, 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 shall be sufficiently evidenced by a Certified Resolution; 


  

	 	(3)	 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, conclusively rely upon an Officer’s Certificate;



  

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



 

	 	(5)	 the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture
at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the losses, costs, expenses and liabilities which might
be incurred by it in compliance with such request or direction; 



  
 27 














	 	(6)	 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, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or
attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; 


  

	 	(7)	 the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; 



 

	 	(8)	 the rights, privileges, protections, immunities and benefits given to the Trustee, including, without
limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and to its agents; 


  

	 	(9)	 the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and
reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; 


  

	 	(10)	 in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential losses
or damages of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; 



 

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



 

	 	(12)	 the Trustee shall not be deemed to have notice of any Default or Event of Default or be required to act
(including the sending of any notices) unless a Responsible Officer of the Trustee shall have actual knowledge thereof or unless written notice of any event which is in fact such a default shall have been received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Securities and this Indenture; 


  

	 	(13)	 the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant to this Indenture; 


  

	 	(14)	 the permissive rights of the Trustee enumerated herein shall not be construed as duties; 



 

	 	(15)	 under no circumstances shall the Trustee be liable in its individual capacity for any of the Company’s
obligations evidenced by the Securities; and 


  

	 	(16)	 the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and
duties hereunder. 



  
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 Section 6.4.    Not Responsible for Recitals or Issuance of Securities. 

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application
by the Company of Securities or the proceeds thereof. The Trustee shall not be responsible for and makes no representation as to any statement in any prospectus or other offering document related to the issuance of the Securities, other than with
respect to written information furnished to the Company by the Trustee expressly for use therein. 

Section 6.5.    May Hold Securities. 

The Trustee, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Section 6.8 and Section 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar
or such other agent. 
 Section 6.6.    Money Held in Trust. 

Money held by the Trustee in trust hereunder shall, until used or applied as herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company. 

Section 6.7.    Compensation and Reimbursement. 

The Company agrees 
  

	 	(1)	 to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between
the Company and the Trustee 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)	 to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall have
been caused by its negligence or willful misconduct, and the Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary course of business; and 



 

	 	(3)	 to indemnify the Trustee, and its officers, directors, employees, agents and affiliates for, and to hold it
harmless against, any loss, liability, claim or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder and the enforcement of this
Indenture, including the reasonable costs and expenses and defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. 



The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. 

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(5) or
(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other
similar law. 

  
 29 













 The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for
any amount owing it or any predecessor Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of Securities. 

The provisions of this Section 6.7 shall survive the termination of this Indenture and the resignation or removal of the Trustee.

 Section 6.8.    Conflicting Interests. 

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. 
 To the extent
permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series. 

Section 6.9.    Corporate Trustee Required; Eligibility. 

There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities
of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the Borough of
Manhattan, The City of New York or any other major city in the United States that is acceptable to the Company. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or
examining authority, then for the purposes of this Section 6.9 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus
as set forth in its most recent annual report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this
Section 6.9, it shall resign immediately in the manner and with the effect hereinafter specified in this Article VI. 

Section 6.10.    Resignation and Removal; Appointment of Successor. 

No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article VI shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11. 
 The Trustee
may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have
been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee, at the expense of the Company, may petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series. 
 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 aggregate principal amount of the Outstanding Securities of such series, upon written notice delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed, at the expense of the Company, may petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series. 
 If at any time: 

 

	 	(1)	 the Trustee shall fail to comply with Section 6.8 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 



  
 30 














	 	(2)	 the Trustee shall cease to be eligible under Section 6.9 and shall fail to
resign after written request therefor by the Company or by any such Holder, or 


  

	 	(3)	 the Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the
Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 



then, in any such case, (A) the Company may remove the Trustee with respect to all Securities or (B) subject to
Section 5.13, Holders of 10% in aggregate principal amount of Securities of any series who have been bona fide Holders of such Securities for at least six months may, on behalf of themselves and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 

If 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 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 6.11. If a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in aggregate 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 6.11, become the successor
Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 6.11, Holders of 10% in aggregate principal amount of Securities of any series who have been bona fide Holders of Securities of such series for at least
six months may, on behalf of themselves 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. 

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 to all Holders of Securities of such series in the manner provided in Section 1.6. 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 6.11.    Acceptance of Appointment by Successor. 

In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee a written instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee, but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver a written 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. 
 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 a Supplemental Indenture hereto wherein each successor Trustee shall accept such appointment and
which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as 

  
 31 













 
shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the
retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or in such Supplemental Indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be
trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such Supplemental Indenture the resignation or removal of the retiring
Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 

Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. 
 No successor Trustee
shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article VI. 

Section 6.12.    Merger, Conversion, Consolidation or Succession to Business. 

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided that such corporation
shall be otherwise qualified and eligible under this Article VI, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion, consolidation or sale 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; and in case at that time any Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name
of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have. 

Section 6.13.    Preferential Collection of Claims Against Company. 

If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). 

Section 6.14.    USA Patriot Act. 

In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without
limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA Patriot Act of the United States, as amended from time to time (“Applicable AML Law”), the Trustee is
required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, each of the parties agree to provide to the Trustee, upon its request from
time to time such identifying information and documentation as may be available for such party in order to enable the Trustee to comply with Applicable AML Law. 

  
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 Section 6.15.    Force Majeure. 

The Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any
occurrence beyond the control of the Trustee (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster,
epidemic, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility. 

Section 6.16.    Appointment of Authenticating Agent. 

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 Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at
all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such Authenticating Agent publishes 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 6.16, 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 6.16, such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section 6.16. 
 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 all or substantially all of the corporate agency or
corporate trust business of an Authenticating Agent shall be the successor Authenticating Agent hereunder, provided such corporation shall be otherwise eligible under this Section 6.16, without the execution or filing of
any paper or any further act on the part of the Trustee or the Authenticating Agent. 
 An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.16, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of the series with respect to which such Authenticating Agent will
serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.16. 
 The Company agrees
to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.16. 
 If an
appointment with respect to one or more series is made pursuant to this Section 6.16, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative
certificate of authentication in the following form: 

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

									
	 Dated:
	 	  
	 		 	Deutsche Bank Trust Company Americas, As Trustee
					
		 		 		 	By:	 	  

				
		 		 		 	 ,

		 		 		 	As Authenticating Agent
					
		 		 		 	By:	 	  

	 	 	 	 	 	 	Authorized Officer

 ARTICLE VII 

HOLDERS’ LISTS AND REPORTS 

BY TRUSTEE AND COMPANY 
 
Section 7.1.    Company to Furnish Trustee Names and Addresses of Holders. 

If the Trustee is not the Security Registrar, the Company shall cause the Security Registrar to furnish to the Trustee, in writing at least five Business Days
before each 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 Securities of each series. 

Section 7.2.    Preservation of Information; Communications to Holders. 

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished
to the Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished. 
 The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. 

Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. 

Section 7.3.    
Reports by Trustee. 
 Within 60 days after each May 15 following the date of this Indenture, the Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act. The Trustee shall promptly deliver to the Company a copy of any report it delivers to Holders pursuant to this
Section 7.3. 
 A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each
stock exchange and automated quotation system, if any, upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange or automated quotation
system or delisted therefrom. 

  
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 Section 7.4.    Reports by Company. 

The Company shall file with the Trustee and transmit to the Holders, upon request, such information, documents and other reports, and such summaries thereof,
as may be required pursuant to the Trust Indenture Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and shall not constitute a representation or warranty as to the accuracy or completeness of
the reports, information and documents. All required reports, information and documents referred to in this Section 7.4 shall be deemed filed with the Trustee and transmitted to the Holders at the time such reports,
information or documents are publicly filed with the Commission via the Commission’s EDGAR filing system (or any successor system), and shall not require any additional or separate filing with the Trustee, or transmittal to the Holders by the
Company to satisfy its obligations hereunder, it being understood that the Trustee shall have no responsibility to determine whether any filings by the Company have been made. The Trustee’s receipt of such shall not constitute constructive
notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s
Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, our compliance with the covenants or with respect to any reports or other documents filed with the SEC or EDGAR or any website under this
Indenture, or participate in any conference calls. 
 ARTICLE VIII 

CONSOLIDATION, MERGER AND SALE OF ASSETS 
 
Section 8.1.    Company May Merge or Transfer Assets Only on Certain Terms. 
 The
Company shall not consolidate with or merge with or into, or sell, transfer, lease or convey all or substantially all of its properties and assets to, in one transaction or a series of related transactions, any other Person, unless: 

 

	 	(1)	 the Company shall be the continuing entity, or the resulting, surviving or transferee Person (the
“Successor”) shall be a Person (if such Person is not a corporation, then the Successor shall include a corporate co-issuer of the Securities) organized and existing under the laws of the United
States of America, any State thereof or the District of Columbia and the Successor (if not the Company) shall expressly assume, by a Supplemental Indenture hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the
Trustee, all the obligations of the Company under the Securities and this Indenture; 


  

	 	(2)	 immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be
continuing; and 


  

	 	(3)	 the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each
stating that such transaction and such Supplemental Indenture, if any, complies with this Indenture (except that such Opinion of Counsel need not opine as to clause (2) above). 



Section 8.2.    Successor Corporation Substituted. 

The Successor shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, with the same effect as if
the Successor had been an original party to this Indenture, and the Company shall be released from all its liabilities and obligations under this Indenture and the Securities. 

  
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 ARTICLE IX 

SUPPLEMENTAL INDENTURES 
 
Section 9.1.    Supplemental Indentures Without Consent of Holders. 
 Without the consent of any Holders, the Company
and the Trustee, at any time and from time to time, may enter into one or more Supplemental Indentures hereto, in form satisfactory to the Trustee, for any of the following purposes: 

 

	 	(1)	 to add to the covenants 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;



  

	 	(2)	 to evidence the succession of another Person to the Company, or successive successions, and the
assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article VIII; 


  

	 	(3)	 to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and
if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); 



 

	 	(4)	 to add one or more guarantees or co-obligors for the benefit of Holders
of the Securities; 


  

	 	(5)	 to secure the Securities; 



 

	 	(6)	 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 6.11; 


  

	 	(7)	 subject to any limitations established pursuant to Section 3.1, to provide for
the issuance of additional Securities of any series; 


  

	 	(8)	 to establish the form or terms of Securities of any series as permitted by
Section 2.1 and Section 3.1; 


  

	 	(9)	 to comply with the rules of any applicable Depositary; 



 

	 	(10)	 to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or
facilitate the issuance of Securities in uncertificated form; 


  

	 	(11)	 to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series
of Securities; provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such Supplemental Indenture and entitled to the benefit of such
provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no Security described in clause (A)(i) Outstanding; 



 

	 	(12)	 to cure any ambiguity, to correct or supplement any provision of this Indenture which may be defective or
inconsistent with any other provision herein; 


  

	 	(13)	 to change any other provision under this Indenture; provided that such action pursuant to this clause
(13) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; 



  
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	 	(14)	 to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or
facilitate the defeasance and discharge of any series of Securities pursuant to Section 4.1, Section 13.2 and Section 13.3; provided that any such action shall not
adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect; 


  

	 	(15)	 to comply with the rules or regulations of any securities exchange or automated quotation system on which any
of the Securities may be listed or traded; and 


  

	 	(16)	 to add to, change or eliminate any of the provisions of this Indenture as shall be necessary or desirable in
accordance with any amendments to the Trust Indenture Act, provided that such action does not adversely affect the rights or interests of any Holder of Securities in any material respect. 



Section 9.2.    Supplemental Indentures With Consent of Holders. 

With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such
Supplemental Indenture (including consents obtained in connection with a tender offer or exchange for Securities), by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may enter into an indenture or
Supplemental Indentures 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, no such Supplemental Indenture shall, without the consent of the Holder of each Outstanding Security of such series affected thereby: 

 

	 	(1)	 change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or
interest on, any Security; 


  

	 	(2)	 reduce the principal amount of any Security or reduce the amount of the principal of an Original Issue Discount
Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or reduce the rate of interest on any Security; 



 

	 	(3)	 reduce any premium payable upon the redemption of or change the date on which any Security may or must be
redeemed; 


  

	 	(4)	 change the coin or currency in which the principal of or premium, if any, or interest on any Security is
payable; 


  

	 	(5)	 impair the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption Date); 


  

	 	(6)	 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 


  

	 	(7)	 modify any of the provisions of this Section 9.2,
Section 5.12 or Section 10.5, 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 9.2 and Section 10.5, or the deletion of this proviso, in accordance with the requirements of Section 6.11 and Section 9.1(6).



 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. 

  
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 It shall not be necessary for any Act of Holders under this Section 9.2 to approve
the particular form of any proposed Supplemental Indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
 After a
Supplemental Indenture under this Section 9.2 becomes effective, the Company or its agent shall send to the Holders a notice briefly describing such Supplemental Indenture or a copy of such Supplemental Indenture. Any
failure of the Company to send such notice, or any defect therein, or any failure of the Company to send such Supplemental Indenture, shall not in any way impair or affect the validity of any such Supplemental Indenture. 

Section 9.3.    Execution of Supplemental Indentures. 

In executing, or accepting the additional trusts created by, any Supplemental Indenture permitted by this Article IX or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive, and, subject to Section 6.1, shall be fully protected in conclusively relying upon, an Officer’s Certificate and an Opinion of Counsel
stating that the execution of such Supplemental Indenture is authorized or permitted by this Indenture and is the legal, valid and binding obligation of the Company enforceable against it in accordance with its terms and that all conditions
precedent in this Indenture to the execution of such Supplemental Indenture, if any, have been complied with. 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 9.4.    Effect of Supplemental Indentures. 

Upon the execution of any Supplemental Indenture under this Article IX, this Indenture shall be modified in accordance therewith, and such Supplemental
Indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 

Section 9.5.    Conformity with Trust Indenture Act. 

Every Supplemental Indenture executed pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act. 

Section 9.6.    Reference in Securities to Supplemental Indentures. 

Securities of any series authenticated and delivered after the execution of any Supplemental Indenture pursuant to this Article IX 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 Company, to any such Supplemental Indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 

ARTICLE X 
 COVENANTS

 Section 10.1.    Payment of Principal, Premium, if any, and Interest. 

The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and premium, if any, and
interest on the Securities of such series in accordance with the terms of the Securities and this Indenture. Principal and interest shall be considered paid on the date due if, on or before 11:59 a.m. (New York City time) on such date, the Trustee
or the Paying Agent (or, if the Company or any of its Subsidiaries is the Paying Agent, the segregated account or separate trust fund maintained by the Company or such Subsidiary pursuant to Section 10.3) holds in
accordance with this Indenture money sufficient to pay all principal and interest then due. 

  
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 The Company shall pay interest on overdue principal and premium, if any, at the rate specified therefor in
the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful as provided in Section 3.7. 

Notwithstanding anything to the contrary contained in this Indenture, the Company or the Paying Agent may, to the extent it is required to do so by law,
deduct or withhold income or other similar taxes imposed by the United States of America or other domestic or foreign taxing authorities from principal or interest payments hereunder. 

Section 10.2.    Maintenance of Office or Agency. 

The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of such series may be presented or
surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company in respect of the
Securities of such 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. 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. 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 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 other office or agency. 
 With respect to any Global Security, and except as
otherwise may be specified for such Global Security as contemplated by Section 3.1, the Corporate Trust Office of the Trustee shall be the Place of Payment where such Global Security may be presented or surrendered for
payment or for registration of transfer or exchange, or where successor Securities may be delivered in exchange therefor; and such Place of Payment with respect to a Global Security shall be at the Corporate Trust Office of the Trustee; provided,
however, that any such payment, presentation, surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global Security shall be deemed to have been effected at the Place of Payment for such Global Security in
accordance with the provisions of this Indenture. 
 Section 10.3.    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 for the principal of or premium, if any, or interest on any of the Securities of such series, segregate and hold in trust for the benefit of the Holders of such Securities a sum sufficient to pay the principal and premium, if
any, and interest so becoming due until such sums shall be paid to such Holders 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, no later than 11:59 a.m. (New York City time) on each due
date for the principal of or premium, if any, or interest on any Securities of such series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held in trust for the Holders of such Securities entitled to the same, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 
 The Company will cause each
Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 10.3,
that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee in writing of any default by the
Company in making any such payment. 

  
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 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. 

Subject to any applicable abandoned property law, 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 or premium, if any, or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease. 

Section 10.4.    Statement by Officers as to Default. 

The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereof an Officer’s
Certificate signed by its principal executive officer, principal financial officer or principal accounting officer, stating whether or not, to the best knowledge of such officer, the Company is in default in the performance and observance of any of
the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge. 
 Section 10.5.    Waiver of Certain Covenants. 

Except as otherwise specified as contemplated by Section 3.1 for Securities of such series, the Company may, with respect to the
Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 3.1(21), Section 9.1(1) or
Section 9.1(8) for the benefit of the Holders of such series, if before the time for such compliance the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of such series shall, by
Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 

ARTICLE XI 
 REDEMPTION
OF SECURITIES 
 Section 11.1.    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 3.1 for such Securities) in accordance with this Article XI. 

Section 11.2.    Election to Redeem; Notice to Trustee. 

The election of the Company to redeem any Securities shall be evidenced by a Certified Resolution or an Officer’s Certificate or in another manner
specified as contemplated by Section 3.1 for such Securities. Unless specified otherwise in a Supplemental Indenture or Officer’s Certificate, in case of any redemption at the election of the Company of the Securities
of any series (including any such redemption affecting only a single Security), the Company shall, at least 15 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee
of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of the Company 

  
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which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing
compliance with such restriction or condition. 
 Section 11.3.    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 from the Outstanding Securities of such series not previously called for redemption, by lot or, in the case of Global Securities, pursuant to the Applicable Procedures; provided that the unredeemed portion of the principal amount of any
Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. The Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid
and, in case of any Securities selected for partial redemption as aforesaid, 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 Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities
which has been or is to be redeemed. If the Company shall so direct, Securities registered in the name of the Company, any Affiliate or any Subsidiary thereof shall not be included in the Securities selected for redemption. 

Section 11.4.    Notice of Redemption. 

Unless specified otherwise in a Supplemental Indenture or Officer’s Certificate, notice of redemption shall be given by first-class mail, postage
prepaid, mailed or otherwise in accordance with the Applicable Procedures not less than 10 nor more than 60 days prior to the Redemption Date (or within such period as otherwise specified as contemplated by Section 3.1 for
Securities of a series), to each Holder of Securities to be redeemed, at such Holder’s address appearing in the Security Register. 
 All notices of
redemption shall identify the Securities to be redeemed and shall state: 
  

	 	(1)	 the Redemption Date; 



 

	 	(2)	 the Redemption Price (or the method of calculating such price); 



 

	 	(3)	 if less than all the Outstanding Securities of any series consisting of more than a single Security are to be
redeemed, the identification and principal amount of the particular Securities to be redeemed; 


  

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


  

	 	(5)	 the place or places where each such Security is to be surrendered for payment of the Redemption Price;



  

	 	(6)	 if such be the case, that the installment of interest on Securities whose Stated Maturity is the Redemption
Date is payable to the Persons in whose names such Securities are registered at the close of business on the Regular Record Date immediately preceding the Redemption Date; 



 

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



 

	 	(8)	 if applicable, the CUSIP numbers of the Securities of such series; provided, however, that
no representation will be made as to the correctness or accuracy of the CUSIP number, or any similar 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 at least 5
Business Days prior to the mailing of the notice of redemption (which may be rescinded or revoked at any time prior to the time at which the Trustee shall have given such notice to 

  
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the Holders), by the Trustee in the name and at the expense of the Company. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been given, whether or not
the Holder receives such notice. In any case, failure to receive such notice by mail or otherwise in accordance with the Applicable Procedures or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any other Securities. 

Section 11.5.    Deposit of Redemption Price. 

By no later than 11:59 a.m. (New York City time) on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company
is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date
or the Securities of the series provide otherwise) accrued interest on, all the Securities which are to be redeemed on that date, other than Securities or portions of Securities called for redemption which are owned by the Company or a Subsidiary
and have been delivered by the Company or such Subsidiary to the Trustee for cancellation. All money, if any, earned on funds held by the Paying Agent shall be remitted to the Company. In addition, the Paying Agent shall promptly return to the
Company any money deposited with the Paying Agent by the Company in excess of the amounts necessary to pay the Redemption Price of, and accrued interest, if any, on, all Securities to be redeemed. 

Section 11.6.    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, if applicable, with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated
by Section 3.1, installments of interest whose Stated Maturity is on or prior to the Redemption Date will 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 Record Dates according to their terms and the provisions of Section 3.7; provided further that, unless otherwise specified as contemplated by Section 3.1,
if the Redemption Date is after a Regular Record Date and on or prior to the Interest Payment Date, the accrued and unpaid interest shall be payable to the Holder of the redeemed Securities registered on the relevant Regular Record Date. 

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 11.7.    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 such Holder’s attorney duly authorized in writing), and, in the case of certificated Securities, the
Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such
Holder, in principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 

ARTICLE XII 
 SINKING
FUNDS 
 Section 12.1.    Applicability of Article. 

The provisions of this Article XII shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified
as contemplated by Section 3.1 for such Securities. 

  
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 The minimum amount of any sinking fund payment provided for by the terms of any series of Securities 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 such Securities is herein referred to as an “optional sinking fund payment.” If provided for
by the terms of any series of Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2. Each sinking fund payment shall be applied to the redemption of Securities of
the series as provided for by the terms of such Securities. 
 Section 12.2.    Satisfaction of Sinking Fund Payments with
Securities. 
 The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may
apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such
Securities; provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the
Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 

Section 12.3.    Redemption of Securities for Sinking Fund. 

Not less than 60 days (or such shorter period as shall be satisfactory to the Trustee) prior to each sinking fund payment date for any Securities, the Company
will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, 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 pursuant to Section 12.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days
prior to each such sinking fund payment date, the Securities to be redeemed upon such sinking fund payment date shall be selected in the manner specified in Section 11.3 and the Company shall 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 11.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Section 11.6 and Section 11.7. 
 ARTICLE XIII 

DEFEASANCE AND COVENANT DEFEASANCE 
 
Section 13.1.    Company’s Option to Effect Defeasance or Covenant Defeasance. 
 Unless otherwise
provided as contemplated by Section 3.1, Section 13.2 and Section 13.3 shall apply to all Securities or each series of Securities, as the case may be, in either case,
denominated in U.S. dollars and bearing interest at a fixed rate, in accordance with any applicable requirements provided pursuant to Section 3.1 and upon compliance with the conditions set forth below in this Article
XIII; and the Company may elect, at its option at any time, to have Section 13.2 and Section 13.3 applied to any Securities or any series of Securities, as the case may be, pursuant to such
Section 13.2 or Section 13.3, in accordance with any applicable requirements provided pursuant to Section 3.1 and upon compliance with the conditions set forth below in
this Article XIII. Any such election to have or not to have Section 13.2 and Section 13.3 apply, as the case may be, shall be evidenced by a Certified Resolution, Officer’s Certificate
or in another manner specified as contemplated by Section 3.1 for such Securities. 

Section 13.2.    Defeasance and Discharge. 

Upon the Company’s exercise of its option, if any, to have this Section 13.2 applied to any Securities or any series of
Securities, as the case may be, or if this Section 13.2 shall otherwise apply to any Securities or any 

  
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series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this
Section 13.2 on and after the date the conditions set forth in Section 13.4 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section 13.5, payments in respect of the principal of and premium, if any, and interest on such
Securities when payments are due, (2) the Company’s obligations with respect to such Securities under Section 3.4, Section 3.5, Section 3.6,
Section 10.2 and Section 10.3, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Company’s obligations under Section 6.7
and (4) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option, if any, to have this Section 13.2 applied to the Securities of any series notwithstanding the
prior exercise of its option, if any, to have Section 13.3 applied to such Securities. 

Section 13.3.    Covenant Defeasance. 

Upon the Company’s exercise of its option, if any, to have this Section 13.3 applied to any Securities or any series of
Securities, as the case may be, or if this Section 13.3 shall otherwise apply to any Securities or any series of Securities, as the case may be, (1) the Company shall be released from its obligations under any
covenants provided pursuant to Section 3.1(21), Section 9.1(1) or Section 9.1(8) for the benefit of the Holders of such Securities and (2) the occurrence of any event
specified in Section 5.1(4) and Section 5.1(7) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this
Section 13.3 on and after the date the conditions set forth in Section 13.4 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance
means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section, whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby. 

Section 13.4.    Conditions to Defeasance or Covenant Defeasance. 

The following shall be the conditions to the application of Section 13.2 or Section 13.3 to any Securities
or any series of Securities, as the case may be: 
  

	 	(1)	 The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another
trustee which satisfies the requirements contemplated by Section 6.9 and agrees to comply with the provisions of this Article XIII applicable to it) as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of an independent public accountant or financial advisor expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and premium, if any, and interest on such Securities on the
respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States of
America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof,




  
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and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in
clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held;
provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal or interest evidenced by such depositary receipt. 

  

	 	(2)	 In the event of an election to have Section 13.2 apply to any Securities or
any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or
(B) since the date of this Indenture, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will
not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at
the same times as would be the case if such deposit, Defeasance and discharge were not to occur. 


  

	 	(3)	 In the event of an election to have Section 13.3 apply to any Securities or
any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the
deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were
not to occur. 


  

	 	(4)	 The Company shall have delivered to the Trustee an Officer’s Certificate to the effect that neither such
Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. 


  

	 	(5)	 No Default or Event of Default with respect to such Securities or any other Securities shall have
occurred and be continuing at the time of such deposit or, insofar as Section 5.1(5) or 5.1(6) are concerned, at any time on or prior to the 90th day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until after such 90th day). 


  

	 	(6)	 Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default
under, any other material agreement or instrument to which the Company is a party or by which it is bound. 


  

	 	(7)	 The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each
stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with (in each case, subject to the satisfaction of the condition in clause (5)). 



Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with
Article XI. 
 Section 13.5.    Deposited Money and U.S. Government Obligations to Be
Held in Trust; Miscellaneous Provisions. 
 Subject to the provisions of the last paragraph of Section 10.3, all money and
U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 13.5 and Section 13.6, the Trustee and any
such other trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions
of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, 

  
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to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and premium, if any, and interest, but money so held in trust need not be segregated from
other funds except to the extent required by law. 
 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section 13.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of
the Holders of Outstanding Securities; provided that the Trustee shall be entitled to charge any such tax, fee or other charge to such Holder’s account. 

Anything in this Article XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request
any money or U.S. Government Obligations held by it as provided in Section 13.4 with respect to any Securities which are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance
or Covenant Defeasance, as the case may be, with respect to such Securities. 
 Section 13.6.    Reinstatement. 

If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article XIII with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant
to Section 13.2 or Section 13.3 shall be revived and reinstated as though no deposit had occurred pursuant to this Article XIII with respect to such Securities, until such time as the
Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 13.5 with respect to such Securities in accordance with this Article XIII; provided, however, that (a) if the Company
makes any payment of principal of or premium, if any, or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights, if any, of the Holders of such Securities to receive such payment
from the money so held in trust and (b) unless otherwise required by any legal proceeding or any order or judgment of any court or governmental authority, the Trustee or Paying Agent shall return all such money and U.S. Government Obligations
to the Company promptly after receiving a written request therefor at any time, if such reinstatement of the Company’s obligations has occurred and continues to be in effect. 

* * * 
 This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software
platform or application, shall be deemed original signatures for purposes of this Indenture and all other related documents and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal
effect as original signatures. The parties agree that this Indenture or any other related document or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Indenture or the other related
documents or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed
Documentation”) may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from time to time applicable to the effectiveness and
enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed
and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on any Executed Documentation sent by electronic
transmission, the Trustee will not be responsible or liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed 

  
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Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to
send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed
Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic
signatures agrees to assume all risks arising out of such electronic methods, including, without limitation, the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties. 

[Signature page follows] 

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

			
	CHEVRON CORPORATION
		
	By	 	 /s/ ERIC A. BENSON

	Name: Eric A. Benson
	Title: Assistant Treasurer
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
		
	By	 	 /s/ ANNIE V. JAGHATSPANYAN

	Name: Annie V. Jaghatspanyan
	Title: Vice President
		
	By	 	 /s/ DEBRA SCHWALB

	Name: Debra Schwalb
	Title: Vice President