Form of Indenture (Multiple-Series)



 Exhibit 4.2 

KILROY REALTY, L.P., as Issuer 

KILROY REALTY CORPORATION, as Guarantor 

U.S. BANK NATIONAL ASSOCIATION, as Trustee 

INDENTURE 

DATED AS OF
[                    ] 







 TABLE OF CONTENTS 

 

					
	 	    	 	  	Page
		
	 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	1
			
	 SECTION 101.
	    	DEFINITIONS	  	1
	 SECTION 102.
	    	COMPLIANCE CERTIFICATES AND OPINIONS	  	10
	 SECTION 103.
	    	FORM OF DOCUMENTS DELIVERED TO TRUSTEE	  	10
	 SECTION 104.
	    	ACTS OF HOLDERS	  	11
	 SECTION 105.
	    	NOTICES, ETC., TO TRUSTEE AND COMPANY	  	12
	 SECTION 106.
	    	NOTICE TO HOLDERS; WAIVER	  	13
	 SECTION 107.
	    	COUNTERPARTS; EFFECT OF HEADINGS AND TABLE OF CONTENTS	  	14
	 SECTION 108.
	    	SUCCESSORS AND ASSIGNS	  	14
	 SECTION 109.
	    	SEVERABILITY CLAUSE	  	14
	 SECTION 110.
	    	BENEFITS OF INDENTURE	  	14
	 SECTION 111.
	    	GOVERNING LAW	  	14
	 SECTION 112.
	    	LEGAL HOLIDAYS	  	14
	 SECTION 113.
	    	IMMUNITY OF STOCKHOLDERS, DIRECTORS, OFFICERS AND AGENTS OF THE COMPANY, THE GENERAL PARTNER, AND ANY GUARANTOR	  	15
	 SECTION 114.
	    	CONFLICT WITH TRUST INDENTURE ACT	  	15
		
	 ARTICLE TWO SECURITIES FORMS
	  	16
			
	 SECTION 201.
	    	FORMS OF SECURITIES	  	16
	 SECTION 202.
	    	FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION	  	16
	 SECTION 203.
	    	SECURITIES ISSUABLE IN GLOBAL FORM	  	16
		
	 ARTICLE THREE THE SECURITIES
	  	18
			
	 SECTION 301.
	    	AMOUNT UNLIMITED; ISSUABLE IN SERIES	  	18
	 SECTION 302.
	    	DENOMINATIONS	  	21
	 SECTION 303.
	    	EXECUTION, AUTHENTICATION, DELIVERY AND DATING	  	21
	 SECTION 304.
	    	TEMPORARY SECURITIES	  	24
	 SECTION 305.
	    	REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE	  	26
	 SECTION 306.
	    	MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES	  	29
	 SECTION 307.
	    	PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED	  	30
	 SECTION 308.
	    	PERSONS DEEMED OWNERS	  	32
	 SECTION 309.
	    	CANCELLATION	  	33
	 SECTION 310.
	    	COMPUTATION OF INTEREST	  	33

  

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	 ARTICLE FOUR SATISFACTION AND DISCHARGE
	  	34
			
	 SECTION 401.
	    	SATISFACTION AND DISCHARGE OF INDENTURE	  	34
	 SECTION 402.
	    	APPLICATION OF TRUST FUNDS	  	35
		
	ARTICLE FIVE REMEDIES	  	35
			
	 SECTION 501.
	    	EVENTS OF DEFAULT	  	35
	 SECTION 502.
	    	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT	  	37
	 SECTION 503.
	    	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE	  	38
	 SECTION 504.
	    	TRUSTEE MAY FILE PROOFS OF CLAIM	  	39
	 SECTION 505.
	    	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES OR COUPONS	  	40
	 SECTION 506.
	    	APPLICATION OF MONEY COLLECTED	  	40
	 SECTION 507.
	    	LIMITATION ON SUITS	  	41
	 SECTION 508.
	    	UNCONDITIONAL RIGHTS OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM, IF ANY, INTEREST AND ADDITIONAL AMOUNTS	  	41
	 SECTION 509.
	    	RESTORATION OF RIGHTS AND REMEDIES	  	41
	 SECTION 510.
	    	RIGHTS AND REMEDIES CUMULATIVE	  	42
	 SECTION 511.
	    	DELAY OR OMISSION NOT WAIVER	  	42
	 SECTION 512.
	    	CONTROL BY HOLDERS OF SECURITIES	  	42
	 SECTION 513.
	    	WAIVER OF PAST DEFAULTS	  	43
	 SECTION 514.
	    	WAIVER OF USURY, STAY OR EXTENSION LAWS	  	43
	 SECTION 515.
	    	UNDERTAKING FOR COSTS	  	43
		
	ARTICLE SIX THE TRUSTEE	  	44
			
	 SECTION 601.
	    	NOTICE OF DEFAULTS	  	44
	 SECTION 602.
	    	CERTAIN RIGHTS OF TRUSTEE	  	44
	 SECTION 603.
	    	NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES	  	46
	 SECTION 604.
	    	MAY HOLD SECURITIES AND GUARANTEES	  	46
	 SECTION 605.
	    	MONEY HELD IN TRUST	  	46
	 SECTION 606.
	    	COMPENSATION AND REIMBURSEMENT	  	46
	 SECTION 607.
	    	CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING INTERESTS	  	47
	 SECTION 608.
	    	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR	  	47
	 SECTION 609.
	    	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR	  	49
	 SECTION 610.
	    	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS	  	50
	 SECTION 611.
	    	APPOINTMENT OF AUTHENTICATING AGENT	  	50

  

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	 ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
COMPANY
	  	52
			
	 SECTION 701.
	    	DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS	  	52
	 SECTION 702.
	    	REPORTS BY TRUSTEE	  	52
	 SECTION 703.
	    	REPORTS BY COMPANY	  	52
	 SECTION 704.
	    	COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS	  	53
		
	 ARTICLE EIGHT CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE
	  	53
			
	 SECTION 801.
	    	CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES, LEASES AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS	  	53
	 SECTION 802.
	    	RIGHTS AND DUTIES OF SUCCESSOR ENTITY	  	54
	 SECTION 803.
	    	OFFICERS’ CERTIFICATE AND OPINION OF COUNSEL	  	54
		
	 ARTICLE NINE SUPPLEMENTAL INDENTURES
	  	54
			
	 SECTION 901.
	    	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS	  	54
	 SECTION 902.
	    	SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS	  	56
	 SECTION 903.
	    	EXECUTION OF SUPPLEMENTAL INDENTURES	  	57
	 SECTION 904.
	    	EFFECT OF SUPPLEMENTAL INDENTURES	  	57
	 SECTION 905.
	    	CONFORMITY WITH TRUST INDENTURE ACT	  	57
	 SECTION 906.
	    	REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES	  	58
		
	 ARTICLE TEN COVENANTS
	  	58
			
	 SECTION 1001.
	    	PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, INTEREST AND ADDITIONAL AMOUNTS	  	58
	 SECTION 1002.
	    	MAINTENANCE OF OFFICE OR AGENCY	  	58
	 SECTION 1003.
	    	MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST	  	60
	 SECTION 1004.
	    	EXISTENCE	  	61
	 SECTION 1005.
	    	MAINTENANCE OF PROPERTIES	  	61
	 SECTION 1006.
	    	INSURANCE	  	61
	 SECTION 1007.
	    	PAYMENT OF TAXES AND OTHER CLAIMS	  	62
	 SECTION 1008.
	    	PROVISION OF FINANCIAL INFORMATION	  	62
	 SECTION 1009.
	    	STATEMENT AS TO COMPLIANCE	  	62
	 SECTION 1010.
	    	ADDITIONAL AMOUNTS	  	62
	 SECTION 1011.
	    	WAIVER OF CERTAIN COVENANTS	  	63
		
	 ARTICLE ELEVEN REDEMPTION OF SECURITIES
	  	64
			
	 SECTION 1101.
	    	APPLICABILITY OF ARTICLE	  	64
	 SECTION 1102.
	    	ELECTION TO REDEEM; NOTICE TO TRUSTEE	  	64

  

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	 SECTION 1103.
	    	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED	  	64
	 SECTION 1104.
	    	NOTICE OF REDEMPTION	  	65
	 SECTION 1105.
	    	DEPOSIT OF REDEMPTION PRICE	  	66
	 SECTION 1106.
	    	SECURITIES PAYABLE ON REDEMPTION DATE	  	66
	 SECTION 1107.
	    	SECURITIES REDEEMED IN PART	  	67
		
	 ARTICLE TWELVE SINKING FUNDS
	  	68
			
	 SECTION 1201.
	    	APPLICABILITY OF ARTICLE	  	68
	 SECTION 1202.
	    	SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES	  	68
	 SECTION 1203.
	    	REDEMPTION OF SECURITIES FOR SINKING FUND	  	68
		
	 ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS
	  	69
			
	 SECTION 1301.
	    	APPLICABILITY OF ARTICLE	  	69
	 SECTION 1302.
	    	REPAYMENT OF SECURITIES	  	69
	 SECTION 1303.
	    	EXERCISE OF OPTION	  	69
	 SECTION 1304.
	    	WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AND PAYABLE	  	70
	 SECTION 1305.
	    	SECURITIES REPAID IN PART	  	71
		    	ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE	  	71
	 SECTION 1401.
	    	APPLICABILITY OF ARTICLE; COMPANY’S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE	  	71
	 SECTION 1402.
	    	DEFEASANCE	  	72
	 SECTION 1403.
	    	COVENANT DEFEASANCE	  	72
	 SECTION 1404.
	    	CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE	  	73
	 SECTION 1405.
	    	DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS	  	74
	 SECTION 1406.
	    	REINSTATEMENT	  	75
		
	 ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES
	  	76
			
	 SECTION 1501.
	    	PURPOSES FOR WHICH MEETINGS MAY BE CALLED	  	76
	 SECTION 1502.
	    	CALL, NOTICE AND PLACE OF MEETINGS	  	76
	 SECTION 1503.
	    	PERSONS ENTITLED TO VOTE AT MEETINGS	  	77
	 SECTION 1504.
	    	QUORUM; ACTION	  	77
	 SECTION 1505.
	    	DETERMINATION OF VOTING RIGHTS, CONDUCT AND ADJOURNMENT OF MEETINGS	  	78
	 SECTION 1506.
	    	COUNTING VOTES AND RECORDING ACTION OF MEETINGS	  	79
		
	 ARTICLE SIXTEEN THE GUARANTEES
	  	79
			
	 SECTION 1601.
	    	GUARANTEES	  	79
	 SECTION 1602.
	    	PROCEEDINGS AGAINST THE GUARANTOR	  	81
	 SECTION 1603.
	    	GUARANTEES FOR BENEFIT OF HOLDERS	  	82

  

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	 SECTION 1604.
	    	MERGER OR CONSOLIDATION OF GUARANTOR	  	82
	 SECTION 1605.
	    	ADDITIONAL GUARANTORS	  	83

  

			
	Exhibit A-1	  	Form of Certification A-1
	Exhibit A-2	  	Form of Certification A-2

  

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 KILROY REALTY, L.P. 

KILROY REALTY CORPORATION 

Reconciliation and tie between Trust Indenture Act of 1939 (the “1939 Act”) and Indenture dated as of
[                    ]. 
  

			
	 Trust Indenture

   Act Section
	  	Indenture
Section
		
	 Section310(a)(1)
	  	607
	 (a)(2)
	  	607
	 (b)
	  	607,608
	 Section312
	  	701
	 Section313(a)
	  	702,703
	 (c)
	  	702
	 Section314(a)
	  	703
	 (a)(4)
	  	1009
	 (c)(1)
	  	102
	 (c)(2)
	  	102
	 (e)
	  	102
	 Section315(b)
	  	601
	 Section316(a)(last sentence)
	  	101 (“Outstanding”)
	 (a)(1)(A)
	  	502,512
	 (a)(1)(B)
	  	513
	 (b)
	  	508
	 Section317(a)(1)
	  	503
	 (a)(2)
	  	504
	 Section318(a)
	  	111
	 (c)
	  	111

  

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


Attention should also be directed to Section 318(c) of the 1939 Act, which provides that the provisions of Sections 310 to and including 317 of the
1939 Act are a part of and govern every qualified indenture, whether or not physically contained therein. 
  

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 THIS INDENTURE, dated as of
[                            ], by and among KILROY REALTY, L.P., a Delaware limited partnership (the
“Company”), KILROY REALTY CORPORATION, a Maryland corporation, the Company’s sole general partner (the “General Partner,” and in the capacity as guarantor of one or more series of Securities to be issued hereunder from time
to time the “Guarantor”) each having its principal office at 12200 West Olympic Boulevard, Suite 200, Los Angeles, California 90064, and U.S. Bank National Association, as Trustee hereunder (the “Trustee”), having its Corporate
Trust Officer at 633 West Fifth Street, 24th Floor, Los
Angeles, California 90071. 
 RECITALS 

The Company deems it necessary to issue from time to time for its lawful purposes debt securities (hereinafter called the
“Securities”) evidencing its indebtedness, and has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the Securities, to be issued in one or more series as provided in this
Indenture. 
 The General Partner, in its capacity as the sole general partner of the Company and as the Guarantor from time to
time of Securities issued, has duly authorized the execution and delivery of this Indenture and its Guarantee of the Securities pursuant to the provisions of this Indenture. 

This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are deemed to be incorporated into this
Indenture and shall, to the extent applicable, be governed by such provisions. 
 All things necessary to make this Indenture a
valid agreement of the Company and the Guarantor, in accordance with its terms, have been done. 
 NOW, THEREFORE, THIS
INDENTURE WITNESSETH: 
 For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it
is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows: 

ARTICLE ONE 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
  

	SECTION 101.	DEFINITIONS 

 For all purposes of
this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
 (1) the terms defined in
this Article One have the meanings assigned to them in this Article One, and include the plural as well as the singular; 
 (2)
all other terms used herein which are defined in the TIA, either directly or by reference therein, have the meanings assigned to them therein, and the terms “cash transaction” and “self-liquidating paper,” as used in TIA
Section 311, shall have the meanings assigned to them in the rules of the Commission adopted under the TIA; 
  

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 (3) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with GAAP; and 
 (4) the words “herein,” “hereof” and “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 

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

“Additional Amounts” means any additional amounts which are required by a Security or by or pursuant to a Board Resolution,
under circumstances specified therein, to be paid by the Company in respect of certain taxes imposed on certain Holders and which are owing to such Holders. 

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

“Authenticating Agent” means any authenticating agent appointed by the Trustee pursuant to Section 611 to act on behalf of
the Trustee to authenticate Securities. 
 “Authorized Newspaper” means a newspaper, printed in the English language
or in an official language of the country of publication, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in each place in connection with which the term is used or
in the financial community of each such place. Whenever successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different Authorized Newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day. 
 “Bankruptcy Law” has the meaning specified in
Section 501. 
 “Bearer Security” means any Security established pursuant to Section 201 which is payable to
bearer. 
 “Board of Directors” means the board of directors of the Guarantor or, if the Company shall be succeeded by
a corporation pursuant to the provisions of this Indenture, the board of directors of the Company’s corporate successor or any committee of such applicable board duly authorized to act hereunder. 

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Guarantor or, if
the Company shall be succeeded by a corporation pursuant to the provisions of this Indenture, of the Company’s corporate successor, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee. 
  

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 “Business Day” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, any day, other than a Saturday or Sunday, that is not a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close or, when used with respect
to a Place of Payment (other than The City of New York) or any other particular location referred to in this Indenture or in the Securities (other than The City of New York), any day, other than a Saturday or Sunday, that is not a day on
which banking institutions in that Place of Payment or particular location are authorized or required by law, regulation or executive order to close. 

“Clearstream” means Clearstream Banking, N.A., or its successor. 

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

 “Common Depositary” shall have the meaning specified in Section 304. 

“Common Stock” means, with respect to any Person, all shares of capital stock issued by such Person other than Preferred Stock.

 “Company” means the Person named as the “Company” in the first paragraph of this Indenture until a
successor entity shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor entity. 

“Company Request” and “Company Order” mean, respectively, a written request or order signed in the name of the
Company by, as applicable, the Guarantor by its Chairman of the Board, Vice Chairman of the Board, President, or any Executive Vice President, Senior Vice President or Vice President and by its Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, and delivered to the Trustee. 
 “Conversion Event” means the cessation of use of (1) a
Foreign Currency both by the government of the country which issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community, (2) the ECU both within
the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities, or (3) any currency unit (or composite currency) other than the ECU for the purposes for which it was established.

 “Corporate Trust Office” means the office of the Trustee at which, at any particular time, its
corporate trust business shall be principally administered, which office at the date hereof is located at 633 West Fifth Street,
24th Floor, Los Angeles, California 90071. 

“coupon” means any interest coupon appertaining to a Bearer Security. 

 

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 “Custodian” has the meaning specified in Section 501. 

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

“Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United States of America as
at the time shall be legal tender for the payment of public and private debts. 
 “DTC” has the meaning specified in
Section 304. 
 “ECU” means the European Currency Unit as defined and revised from time to time by the Council of
the European Communities. 
 “Euroclear” means Morgan Guaranty Trust Company of New York, Brussels office, or its
successor as operator of the Euroclear System. 
 “European Communities” means the European Economic Community, the
European Coal and Steel Community and the European Atomic Energy Community. 
 “European Monetary System” means the
European Monetary System established by the Resolution of December 5, 1978 of the Council of the European Communities. 

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

“Exchange Date” shall have the meaning specified in Section 304. 

“Foreign Currency” means any currency, currency unit or composite currency, including, without limitation, the ECU, issued by
the government of one or more countries other than the United States of America or by any recognized confederation or association of such governments. 

“GAAP” means generally accepted accounting principles, as in effect from time to time, as used in the United States applied on
a consistent basis. 
 “Global Security” means a security evidencing all or a part of a series of Securities issued to
and registered in the name of the depositary for such series, or its nominee, in accordance with Section 305, and bearing the legend prescribed in Section 203. 

“Government Obligations” means Securities which are (1) direct obligations of the United States or the government which
issued the Foreign Currency in which the Securities of a particular series are payable, for the payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States or such government which issued the Foreign Currency in which the Securities of such series are payable, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United
States or such other government, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such
Government Obligation or a specific payment of interest on or principal of any such Government Obligation 
  

 4 








 
held by such custodian for the account of the holder of a depository receipt; PROVIDED, HOWEVER, that (except as required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by such depository
receipt. 
 “Guarantee” means the full and unconditional guarantee provided by the Guarantor as made applicable to one
or more series of Securities pursuant to the terms of Section 301 and Article Sixteen of this Indenture, and the guarantees endorsed on the certificates evidencing the Securities, or both, as the context shall require. 

“Guarantor” means the Person named as the “Guarantor” in the recitals to this Indenture, or in any applicable
supplemental indenture, until a successor entity shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Guarantor” shall mean such successor entity. 

“Holder” means, in the case of a Registered Security, the Person in whose name a Security is registered in the Security
Register and, in the case of a Bearer Security, the bearer thereof and, when used with respect to any coupon, shall mean the bearer thereof. 

“Indenture” means this instrument as originally executed and as it may be supplemented or amended from time to time by one or
more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, and shall include the terms of particular series of Securities established as contemplated by Section 301; PROVIDED, HOWEVER, that, if at any time
more than one Person is acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one or more series of Securities for which such Person is Trustee, this instrument as originally executed or as it may be
supplemented or amended from time to time by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of the, or those, particular series of Securities for which such Person is
Trustee established as contemplated by Section 301, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted,
and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such Person had become such Trustee but to which such Person, as such Trustee, was not a party. 

“Indexed Security” means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may
be more or less than the principal face amount thereof at original issuance. 
 “Interest,” when used with respect to
an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity, and, when used with respect to a Security which provides for the payment of Additional Amounts pursuant to
Section 1010, includes such Additional Amounts. 
 “Interest Payment Date,” when used with respect to any
Security, means the Stated Maturity of an installment of interest on such Security. 
  

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 “Maturity,” when used with respect to any Security, means the date on which the
principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or
otherwise. 
 “Officer” of any Person shall mean any of its Chairman of the Board, Vice Chairman of the Board,
President, any Executive Vice President, Senior Vice President, Vice President, Treasurer, Assistant Treasurer, Secretary, Assistant Secretary or any other officer identified in such Person’s bylaws or other organizational documents and duly
authorized pursuant to such Person’s organization documents and applicable state law. 
 “Officers’
Certificate” means a certificate signed by the Chairman of the Board of Directors, Vice Chairman of the Board, President, or any Executive Vice President, Senior Vice President or Vice President and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Company, and delivered to the Trustee. 
 “Opinion of Counsel” means a
written opinion of counsel, who may be counsel for the Company or any Guarantor or who may be an employee of or other counsel for the Company or any Guarantor and who shall be reasonably satisfactory to the Trustee. 

“Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be
due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. 

“Outstanding,” when used with respect to Securities, means, as of the date of determination, all Securities therefore
authenticated and delivered under this Indenture, EXCEPT: 
 (1) Securities theretofore cancelled by the Trustee or delivered to
the Trustee for cancellation; 
 (2) Securities, or portions thereof, for whose payment or redemption (including repayment at
the option of the Holder) money in the necessary amount has been theretofore been 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 and any coupons appertaining thereto; PROVIDED, HOWEVER, 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, except to the extent provided in Sections 1402 and 1403, with
respect to which the Company has effected defeasance and/or covenant defeasance as provided in Article Fourteen; 
 (4)
Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; and 

 

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 (5) Securities converted into Common Stock or Preferred Stock pursuant to or in accordance
with this Indenture if the terms of such Securities provide for convertibility pursuant to Section 301; 
 PROVIDED,
HOWEVER, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders for
quorum purposes, and for the purpose of making the calculation required by TIA Section 313, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination or calculation and that shall be
deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that would be (or shall have been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration of the maturity
thereof pursuant to Section 502, (ii) the principal amount of any Security denominated in a Foreign Currency that may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be
equal to the Dollar equivalent, determined pursuant to Section 301 as of the date such Security is originally issued by the Company, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of
such date of original issuance of the amount determined as provided in clause (i) above) of such Security, (iii) the principal amount of any Indexed Security that may be counted in making such determination or calculation and that shall be
deemed outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Security pursuant to Section 301, and (iv) Securities owned by
the Company or of 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 making such
calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities owned as provided in clause (iv) above
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 (and premium, if any) or interest on any Securities or coupons on behalf of the Company. 

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

“Place of Payment,” when used with respect to the Securities of or within any series, means the place or places where the
principal of (and premium, if any) and interest on such Securities are payable as specified as contemplated by Sections 301 and 1002. 
  

 7 








 “Predecessor Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security or a Security to which a mutilated, destroyed, lost or stolen coupon appertains shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security or the Security to which the mutilated,
destroyed, lost or stolen coupon appertains. 
 “Preferred Stock” means, with respect to any Person, all capital stock
issued by such Person that are entitled to a preference or priority over any other capital stock issued by such Person with respect to any distribution of such Person’s assets, whether by dividend or upon any voluntary or involuntary
liquidation, dissolution or winding up. 
 “Redemption Date,” when used with respect to any Security to be redeemed,
in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture. 
 “Redemption Price,”
when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. 

“Registered Security” shall mean any Security which is registered in the Security Register. 

“Regular Record Date” for the interest payable on any Interest Payment Date on the Registered Securities of or within any
series means the date specified for that purpose as contemplated by Section 301, whether or not a Business Day. 

“Repayment Date” means, when used with respect to any Security to be repaid at the option of the Holder, the date fixed for
such repayment by or pursuant to this Indenture. 
 “Responsible Officer,” when used with respect to the Trustee,
means any officer in the Corporate Trust Office of the Trustee customarily performing functions similar to those performed by any of the above-designated officers and also means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of such officer’s knowledge and familiarity with the particular subject. 

“Security” has the meaning stated in the first recital of this Indenture and, more particularly, means any Security or
Securities authenticated and delivered under this Indenture; PROVIDED, HOWEVER, that, if at any time there is more than one Person acting as Trustee under this Indenture, “Securities” with respect to the Indenture as to which such Person
is Trustee shall have the meaning stated in the first recital of this Indenture and shall more particularly mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is
not Trustee. 
 “Security Register” and “Security Registrar” have the respective meanings specified in
Section 305. 
  

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 “Significant Subsidiary” has the meaning ascribed to such term in Rule 1-02 of
Regulation S-X promulgated under the Securities Act of 1933, as amended, as such Regulation was in effect on January 1, 1996. 

“Special Record Date” for the payment of any Defaulted Interest on the Registered Securities of or within any series means a
date fixed by the Company pursuant to Section 307. 
 “Stated Maturity,” when used with respect to any Security
or any installment of principal thereof or interest thereon, means the date specified in such Security or a coupon representing such installment of interest as the fixed date on which the principal of such Security or such installment of principal
or interest is due and payable. 
 “Subsidiary” means, with respect to any Person, any other Person of which more than
50% of (i) the equity or other ownership interests or (ii) the total voting power of shares of capital stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors,
managers, trustees or general or managing partners thereof is at the time owned by such Person or one or more of the other Subsidiaries of such Person or a combination thereof. 

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended and as in force at the date as of
which this Indenture was executed, except as provided in Section 905. 
 “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; PROVIDED, HOWEVER, that if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean only the Trustee with respect to Securities of that series. 

“United States” means, unless otherwise specified with respect to any Securities pursuant to Section 301, the United
States of America (including the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. 

“United States Person” means, unless otherwise specified with respect to any Securities pursuant to Section 301, an
individual who is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States, an estate the income of which is subject to United States federal income
taxation regardless of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States fiduciaries have the authority to control all substantial
decisions of the trust. 
 “Yield to Maturity” means, with respect to any Original Issue Discount Security, the yield
to maturity, computed at the time of issuance of such Security (or, if applicable, at the most recent redetermination of interest on such Security) and as set forth in such Security in accordance with generally accepted United States bond yield
computation principles. 
  

 9 









	SECTION 102.	COMPLIANCE CERTIFICATES AND OPINIONS 


Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to
such particular application or request, no additional certificate or opinion need be furnished. 
 Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture (including certificates delivered pursuant to Section 1009) shall include: 

(1) a statement that each individual signing such certificate or opinion has read such condition or covenant and the definitions herein
relating thereto; 
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based; 
 (3) a statement that, in the opinion of each such
individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and 

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

 

	SECTION 103.	FORM OF DOCUMENTS DELIVERED TO TRUSTEE 


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

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

 10 








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

	SECTION 104.	ACTS OF HOLDERS 

 Any request,
demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the Outstanding Securities of all series or one or more series, as the case may be, may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing. If Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Securities of such series may, alternatively, be embodied in and evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article Fifteen, or a combination of such instruments and any such
record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument
or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company and any agent of
the Trustee or the Company, if made in the manner provided in this Section 104. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 1506. 

The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of
the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. 
 The
ownership of Registered Securities shall be proved by the Security Register. As to any matter relating to beneficial ownership interests in any Global Security, the records of the appropriate depositary and of participants in such depositary shall
be dispositive for purposes of this Indenture. 
 The ownership of Bearer Securities may be proved by the production of such
Bearer Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein
mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be 

 

 11 








 
proved by the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company may
assume that such ownership of any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced or (2) such Bearer Security is produced to the Trustee by
some other Person or (3) such Bearer Security is surrendered in exchange for a Registered Security or (4) such Bearer Security is no longer Outstanding. The ownership of Bearer Securities may also be proved in any other manner which the
Trustee deems sufficient. 
 If the Company shall solicit from the Holders of Registered Securities any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, in or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be
a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders
of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed
as of such record date; PROVIDED, HOWEVER, that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later then
eleven months after the record date. 
 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, any Security Registrar, any Paying Agent, any Authenticating Agent or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 

 

	SECTION 105.	NOTICES, ETC., TO TRUSTEE AND COMPANY 


Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with, 
 (1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office; or 

(2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, 
  

 12 








 
first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at any other address previously furnished
in writing to the Trustee by the Company, Attention: Chief Financial Officer (with a copy to the Company’s general counsel); or 

(3) either the Trustee or the Company, by the other party shall be sufficient for every purpose hereunder if given by facsimile
transmission, receipt confirmed by telephone followed by an original copy delivered by guaranteed overnight courier; if to the Trustee at facsimile number (213) 615-6197; and if to the Company at facsimile number (760) 741-8674.

  

	SECTION 106.	NOTICE TO HOLDERS; WAIVER 

 Where
this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage
prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, if any, prescribed for the giving of such notice. In any case where
notice to Holders of Registered Securities 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 of
Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether
or not such Holder actually receives such notice. 
 If by reason of the suspension of or irregularities in regular mail service
or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such
Holders for every purpose hereunder. 
 Except as otherwise expressly provided herein or otherwise specified with respect to any
Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of any event, such notice shall be sufficiently given if published in an Authorized Newspaper in the City of New York and in such other
city or cities as may be specified in such Securities on a Business Day, such publication to be not later than the latest date, and not earlier than the earliest date, if any, prescribed for the giving of such notice. Any such notice shall be deemed
to have been given on the date of such publication or, if published more than once, on the date of the first such publication. 

If by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it
shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with
respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. 
  

 13 








 Any request, demand, authorization, direction, notice, consent or waiver required or
permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. 

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver. 
  

	SECTION 107.	COUNTERPARTS; EFFECT OF HEADINGS AND TABLE OF CONTENTS 


This Indenture may be executed in any number of counterparts, each of which when executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Indenture. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 

 

	SECTION 108.	SUCCESSORS AND ASSIGNS 

 All
covenants and agreements in this Indenture by the Company and any Guarantor shall bind their respective successors and assigns, whether so expressed or not. 
  

	SECTION 109.	SEVERABILITY CLAUSE 

 In case any
provision in this Indenture or in any Security, Guarantee or coupon 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 110.	BENEFITS OF INDENTURE 

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

	SECTION 111.	GOVERNING LAW 

 This Indenture
and the Securities, Guarantees and coupons shall be governed by and construed in accordance with the law of the State of New York without regard, to the extent permitted by law, to conflicts of laws principles. This Indenture is subject to the
provisions of the TIA that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions. 
  

	SECTION 112.	LEGAL HOLIDAYS 

 In any case
where any Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity of any Security or the last date on which 

 

 14 








 
a Holder has the right to convert or exchange a Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or any Security,
Guarantee or coupon other than a provision in the Securities of any series which specifically states that such provision shall apply in lieu hereof), payment of interest or any Additional Amounts or principal (and premium, if any) or conversion or
exchange of such security need not be made at such Place of Payment on such date, but (except as otherwise provided with respect to such Security) may be made on the next succeeding Business Day at such Place of Payment with the same force and
effect as if made on the Interest Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or at the Stated Maturity or Maturity, or on such last day of conversion or exchange, provided that no interest shall accrue on the amount
so payable for the period from and after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as the case may be. 

 

	SECTION 113.	IMMUNITY OF STOCKHOLDERS, DIRECTORS, OFFICERS AND AGENTS OF THE COMPANY, THE GENERAL PARTNER, AND ANY GUARANTOR 


No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any
indebtedness evidenced thereby, shall be had against any past, present or future stockholder, employee, officer or director, as such, of the Company, the General Partner, and any Guarantor or of any successor, either directly or through the Company,
the General Partner, and any Guarantor or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the Holders and as part of the consideration for the issue of the Securities. 
  

	SECTION 114.	CONFLICT WITH TRUST INDENTURE ACT 


If any provision hereof limits, qualifies or conflicts with another provision hereof which is required or deemed to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that 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 115.	REFERENCES TO OFFICERS OF THE COMPANY; BOARD OF DIRECTORS OF THE COMPANY 


All references to any Officer of the Company shall mean (i) for so long as the Company is a partnership, an Officer of the General
Partner or any successor general partner that is a corporation, and (ii) if the Company shall be succeeded by a corporation pursuant to the provisions of this Indenture, an Officer of such successor corporation. All references to the Board of
Directors of the Company shall mean (i) for so long as the Company is a partnership, the Board of Directors of the General Partner or any successor general partner that is a corporation, and (ii) if the Company shall be succeeded by a
corporation pursuant to the provisions of this Indenture, the Board of Directors of such successor corporation. 
  

 15 








 ARTICLE TWO 

SECURITIES FORMS 
  

	SECTION 201.	FORMS OF SECURITIES 

 The
Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and the related Guarantees, if any, and coupons shall be in the form established in one or more indentures supplemental hereto or approved from time to
time by or pursuant to a Board Resolution, shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto, and may have such
letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply
with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed, or to conform to usage. 

Unless otherwise specified as contemplated by Section 301, Bearer Securities shall have interest coupons attached. 

Subject to Section 304, the definitive Securities, Guarantees, if any, and coupons shall be printed, lithographed or engraved, or
produced by any combination of these methods, on a steel engraved border or steel engraved borders or mechanically reproduced on safety paper or may be produced in any other manner, all as determined by the officers of the Company or Guarantor
executing such Securities, Guarantees, if any, or coupons, as evidenced by their execution of such Securities, Guarantees or coupons. 
  

	SECTION 202.	FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION 


Subject to Section 611, the Trustee’s certificate 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. 

 

							
		 		 	 U.S. Bank National Association,

as Trustee

			
	Dated:                          
    	 	By:	 	  

		 		 	Authorized Signatory

  

	SECTION 203.	SECURITIES ISSUABLE IN GLOBAL FORM 


If Securities of or within a series are issuable in the form of one or more Global Securities, any such Global Security or Securities may
provide that it or they shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the

  

 16 








 
aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of any Global Security to
reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner or by such Person or Persons as shall be specified therein or in the Company Order to be
delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Global Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Global Security shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. 

The provisions of the last sentence of Section 303 shall apply to any Security represented by a Global Security if such Security was
never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the
reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. 

Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal
of and any premium and interest on any Global Security shall be made to the Person or Persons specified therein. 

Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any
agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent Global Security (1) in the case of a permanent Global Security in registered form, the Holder of such
permanent Global Security in registered form or (2) in the case of a permanent Global Security in bearer form, Euroclear or Clearstream. 

Any Global Security authenticated and delivered hereunder shall bear a legend, in addition to any other legend or legends permitted by
Section 201, in substantially the following form: 
 This Security is a Global Security within the meaning
set forth in the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositary. This Security is exchangeable for Securities registered in the name of a person other than the depositary or its nominee
only in the limited circumstances described in the Indenture, and, unless and until it is exchanged for Securities in definitive form as aforesaid, may not be transferred except as a whole by the depositary to a nominee of the depositary or by a
nominee of the depositary to the depositary or another nominee of the depositary or by the depositary or its nominee to a successor depositary or its nominee. 
  

 17 








 ARTICLE THREE 

THE SECURITIES 
  

	SECTION 301.	AMOUNT UNLIMITED; ISSUABLE IN SERIES 


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

The Securities may be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority
granted by one or more Board Resolutions and, subject to Section 303, set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series: 

(1) the title of the Securities of the series (which shall distinguish the Securities of such series from all other series of
Securities); 
 (2) any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and
delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1305);

 (3) the date or dates, or the method by which such date or dates will be determined, on which the principal of the Securities
of the series shall be payable; 
 (4) the rate or rates at which the 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 such interest shall accrue or the method by which such date or dates shall be determined, the Interest Payment Dates on which such interest will be payable and
the Regular Record Date, if any, for the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date 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; 
 (5) the place or places where the principal of (and premium, if any), interest, if any,
on, and Additional Amounts, if any, payable in respect of, Securities of the series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer, exchange or conversion and notices or demands to or upon
the Company in respect of the Securities of the series and this Indenture may be served; 
 (6) the period or periods within
which, the price or prices at which, the currency or currencies, currency unit or units or composite currency or currencies in which, and other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the
option of the Company, if the Company is to have the option; 
 (7) the obligation, if any, of the Company to redeem, repay or
purchase Securities of the series pursuant to any sinking fund or analogous provision or at the option of a Holder thereof, and the period or periods within which or the date or dates on which, the price or prices at which, the currency or
currencies, currency unit or units or composite currency or currencies in which, and other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation; 

 

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 (8) if other than denominations of $1,000 and any integral multiple thereof, the
denominations in which any Securities of the series shall be issuable; 
 (9) if other than the Trustee, the identity of each
Security Registrar and/or Paying Agent; 
 (10) if other than the principal amount thereof, the portion of the principal amount
of Securities of the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or, if applicable, the portion of the principal amount of Securities of the series that is convertible in
accordance with the provisions of this Indenture, or the method by which such portion shall be determined; 
 (11) if other than
Dollars, the Foreign Currency or Currencies in which payment of the principal of (and premium, if any) and interest or Additional Amounts, if any, on the Securities of the series shall be payable or in which the Securities of the series shall be
denominated and the manner of determining the equivalent thereof in Dollars for purposes of the definition of “Outstanding” in Section 101; 

(12) whether the amount of payments of principal of (and premium, if any) or interest, if any, on the Securities of the series may be
determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more currencies, currency units, composite currencies, commodities, equity indices or other indices), and the
manner in which such amounts shall be determined; 
 (13) whether the principal of (and premium, if any) or interest or
Additional Amounts, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a currency or currencies, currency unit or units or composite currency or currencies other than that in which such
Securities are denominated or stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made, and the time and manner of, and identity of the exchange rate agent with responsibility for,
determining the exchange rate between the currency or currencies, currency unit or units or composite currency or currencies in which such Securities are denominated or stated to be payable and the currency or currencies, currency unit or units or
composite currency or currencies in which such Securities are to be so payable; 
 (14) provisions, if any, granting special
rights to the Holders of Securities of the series upon the occurrence of such events as may be specified; 
 (15) any deletions
from, modifications of or additions to the defined terms, Events of Default or covenants of the Company or other provisions of this Indenture with respect to Securities of the series, whether or not such defined terms, Events of Default, covenants
or other provisions are consistent with the defined terms, Events of Default, covenants or other provisions set forth herein; 
  

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 (16) whether Securities of the series are to be issuable as Registered Securities, Bearer
Securities (with or without coupons) or both, any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series and vice
versa (if permitted by applicable laws and regulations), whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form with or without
coupons and, if so, whether beneficial owners of interests in any such permanent Global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which
any such exchanges may occur, if other than in the manner provided in Section 305, and, if Registered Securities of the series are to be issuable as a Global Security, the identity of the depositary for such series; 

(17) the date as of which any Bearer Securities of the series and any temporary Global Security representing Outstanding Securities of
the series shall be dated if other than the date of original issuance of the first Security of the series to be issued; 
 (18)
the Person to whom any interest on any Registered 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, the manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature, and
the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 304; 

(19) the applicability, if any, of Sections 1402 and/or 1403 to the Securities of the series and any provisions in modification of, in
addition to or in lieu of any of the provisions of Article Fourteen; 
 (20) if the Securities of such series are to be issuable
in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or terms of such
certificates, documents or conditions; 
 (21) if the Securities of the series are to be issued upon the exercise of warrants,
the time, manner and place for such Securities to be authenticated and delivered; 
 (22) whether and under what circumstances
the Company will pay Additional Amounts as contemplated by Section 1010 on the Securities of the series to any Holder who is not a United States Person (including any modification to the definition of such term) in respect of any tax,
assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option); 

(23) the obligation, if any, of the Company to permit the conversion of the Securities of such series into the General Partner’s
Common Stock or Preferred Stock, as the case may be, and the terms and conditions upon which such conversion shall be effected 

 

 20 








 
(including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of
such shares for purposes of conversion) and applicable limitations on the ownership or transferability of the Common Stock or Preferred Stock into which such Securities are convertible; 

(24) whether the obligations of Company under the Securities of such series are subject to any Guarantee, and the terms of such
Guarantee; 
 (25) whether the Securities of such series are subject to subordination and the terms of such subordination;

 (26) the provisions, if any, relating to any security provided for the Securities of such Series; and 

(27) any other terms of the series. 

All Securities of any one series and, as applicable, the Guarantees and coupons appertaining to any Bearer Securities of such series
shall be substantially identical except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any such
indenture supplemental hereto. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of additional Securities of such series.

 If any of the form or terms of the Securities of any series are established by action taken pursuant to one or more Board
Resolutions, a copy of an appropriate record of such action(s) shall be certified by the Secretary or an Assistant Secretary of the Guarantor on behalf of the Company and delivered to the Trustee at or before the delivery of the Officers’
Certificate setting forth the terms of the Securities of such series. 
  

	SECTION 302.	DENOMINATIONS 

 The Securities of
each series shall be issuable in such denominations as shall be specified as contemplated by Section 301. With respect to Securities of any series denominated in Dollars, in the absence of any such provisions with respect to the Securities or
any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. 
  

	SECTION 303.	EXECUTION, AUTHENTICATION, DELIVERY AND DATING 


The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, Vice Chairman
of the Board, President or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, and attested by its Secretary or Treasurer or one of its Assistant Secretaries or an Assistant Treasurer. The related Guarantees, if any,
shall be executed on behalf of the Guarantor by the Guarantor’s Chairman of the Board, Vice Chairman of the Board, President or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, and attested by its Secretary or
Treasurer or one of its Assistant Secretaries or an Assistant Treasurer. The signature of any of these officers on the 

 

 21 








 
Securities, Guarantees and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities and
Guarantees. 
 Securities, Guarantees or coupons bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Company, and as applicable, the Guarantor, shall bind the Company or the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such
Securities or Guarantees or did not hold such offices at the date of such Securities, Guarantees or coupons. 
 At any time and
from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any Guarantees or coupons appertaining thereto, executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no
Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be
delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or Clearstream, as the case may be, in substantially the form set forth in Exhibit A-1 to
this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days before the earlier of the date on which such Bearer Security is delivered and the date
on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for
purposes of this Section 303 and Section 304, the notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in
connection with its original issuance of such beneficial owner’s interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant
coupons for interest then matured have been detached and cancelled. 
 If all the Securities of any series are not to be issued
at one time and if the terms of such series as established in or pursuant to a Board Resolution or supplemental indenture shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and
determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 

In authenticating Securities of any series, and accepting the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)) shall be fully protected in relying upon, 

(1) an Opinion of Counsel stating that: 
  

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 (A) the form or forms of such Securities, the related Guarantees, if any,
and any coupons have been established in conformity with the provisions of this Indenture; 
 (B) the terms of
such Securities, the related Guarantees, if any, and any coupons have been established in conformity with the provisions of this Indenture; and 

(C) such Securities, together with the related Guarantees, if any, and any coupons appertaining thereto, when completed by
appropriate insertions and executed and delivered by the Company and the Guarantor to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the
Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company and the Guarantor, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and to general equitable principles; and 

(2) an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the
Securities have been complied with and that, to the best of the knowledge of the signers of such certificate, no Event of Default with respect to any of the Securities shall have occurred and be continuing. 

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 adversely affect the Trustee’s own rights, duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

 Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all the Securities of any series are
not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate otherwise required pursuant to Section 301 or a Company Order or an Opinion of Counsel or an Officers’ Certificate otherwise required pursuant
to the preceding paragraph at the time of issuance of each Security of such series, but such order, opinion and certificates, with appropriate modifications to cover such future issuances, shall be delivered at or before the time of issuance of the
first Security of such series. 
 Each Registered Security and related Guarantee, if any, shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date specified as contemplated by Section 301. 
 No
Security, Guaranty or coupon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security or Security to which such coupon appertains a certificate of authentication
substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such

  

 23 








 
security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security (including a Global Security) shall
have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309 together with a written statement (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 
  

	SECTION 304.	TEMPORARY SECURITIES 

 Pending
the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such
appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. In the case of Securities of any series, such temporary
Securities may be in global form. 
 Except in the case of temporary Securities (which shall be exchanged as otherwise provided
herein or as otherwise provided in or pursuant to a Board Resolution or supplemental indenture), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency
of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series (accompanied by any nonmatured coupons appertaining thereto), the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations; PROVIDED, HOWEVER, that no definitive Bearer Security shall be delivered in
exchange for a temporary Registered Security; and PROVIDED FURTHER that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. 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. 

Unless otherwise provided in or pursuant to a Board Resolution, the following provisions of this Section 304 shall govern the
exchange of temporary Securities other than through the facilities of The Depository Trust Company (“DTC”). If any such temporary Security is issued in global form, then such temporary Global Security shall, unless otherwise provided
therein, be delivered to the London office of a depositary or common depositary (the “Common Depositary”), for the benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities (or
to such other accounts as they may direct). 
  

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 Without unnecessary delay but in any event not later than the date specified in, or
determined pursuant to the terms of, any such temporary Global Security (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary
Global Security, executed by the Company. On or after the Exchange Date, such temporary Global Security shall be surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from
time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary Global Security, an equal aggregate principal amount of definitive Securities of the same
series of authorized denominations and of like tenor as the portion of such temporary Global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary Global Security shall be in bearer form, registered
form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof;
PROVIDED, HOWEVER, that, unless otherwise specified in such temporary Global Security, upon such presentation by the Common Depositary, such temporary Global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary Global
Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and PROVIDED FURTHER that definitive Bearer Securities shall be
delivered in exchange for a portion of a temporary Global Security only in compliance with the requirements of Section 303. 

Unless otherwise specified in such temporary Global Security, the interest of a beneficial owner of Securities of a series in a temporary
Global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the
Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such
temporary Global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary Global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and
the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary Global Security shall be
delivered only outside the United States. 
 Until exchanged in full as hereinabove provided, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by
Section 301, interest payable on a temporary Global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest

  

 25 








 
Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be
established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary Global Security on such Interest Payment Date
and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-2 to this Indenture
(or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding
two paragraphs and of the third paragraph or Section 303 and the interests of the Persons who are the beneficial owners of the temporary Global Security with respect to which such certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no
payments of principal or interest owing with respect to a beneficial interest in a temporary Global Security will be made unless and until such interest in such temporary Global Security shall have been exchanged for an interest in a definitive
Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company. 

 

	SECTION 305.	REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE 


The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency of the Company in a Place of
Payment a register for each series of Securities (the registers maintained in such office or in any such office or agency of the Company in a Place of Payment being herein sometimes referred to collectively 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 Security Register shall be in written form or any other form capable of being
converted into written form within a reasonable time. The Trustee, at its Corporate Trust Office, is hereby initially appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities on such Security
Register as herein provided. If the Trustee shall cease to be Security Registrar, it shall have the right to examine the Security Register at all reasonable times. 

Subject to the provisions of this Section 305, upon surrender for registration of transfer of any Registered Security of any series
at any office or agency of the Company in a Place of Payment for that 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 a like aggregate principal amount, bearing a number not contemporaneously outstanding, and containing identical terms and provisions. 

Subject to the provisions of this Section 305, at the option of the Holder, Securities of any series may be exchanged for other
Securities of the same series, of any authorized denomination or denominations and of a like aggregate principal amount, containing identical terms and provisions, upon surrender of the Securities to be exchanged at any such office or agency.

  

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Whenever any such 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. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. 

If (but only if) permitted by the applicable Board Resolution and (subject to Section 303) set forth in the applicable
Officers’ Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any
authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If
the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to
the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled
to receive the amount of such payment; PROVIDED, HOWEVER, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of
business at such office or agency on (1) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (2) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and interest or
Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this Indenture. 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. 
 Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent Global Security shall be exchangeable only as provided in this paragraph. If the depositary for any permanent Global Security is DTC, then, unless the terms of such Global Security expressly permit
such Global Security to be exchanged in whole or in part for definitive Securities, a Global Security may be transferred, in whole but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such Global
Security selected or approved by the Company or to a nominee of such successor to DTC. If at any time (i) DTC notifies the Company that it is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered as
such under the Securities Exchange Act of 1934, as 
  

 27 








 
amended, at any time when the depositary is required to be so registered in order to act as depositary for the applicable Global Security and a successor depositary is not appointed within 90
days after the Company receives such notice or learns of such ineligibility, (ii) the Company determines that the Securities of a series shall no longer be represented by a Global Security and executes and delivers to the Trustee an
Officers’ Certificate to such effect or (iii) an Event of Default with respect to the Securities of such series shall have occurred and be continuing and beneficial owners representing a majority in aggregate principal amount of the
Outstanding Securities of such series advise DTC to cease acting as depositary for the applicable Global Security, then the Company shall execute, and the Trustee shall authenticate and deliver, definitive Securities of like series, rank, tenor and
terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities. If any beneficial owner of an interest in a permanent Global Security is otherwise entitled to exchange such interest for
Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent Global Security shall
have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall execute, and the Trustee shall authenticate and deliver, definitive Securities in
aggregate principal amount equal to the principal amount of such beneficial owner’s interest in such permanent Global Security. On or after the earliest date on which such interests may be so exchanged, such permanent Global Security shall be
surrendered for exchange by DTC or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose; PROVIDED, HOWEVER, that no Bearer Security delivered in exchange
for a portion of a permanent Global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent Global Security after the close of business at
the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date or (ii) any Special Record Date and the opening of business at
such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect
of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent Global Security is payable in
accordance with the provisions of this Indenture. 
 All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 

Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by
the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer (including evidence of title and identity) in form satisfactory to the Company and the Security Registrar, duly executed by the Holder
thereof or his attorney duly authorized in writing. 
 No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other 
  

 28 








 
governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 or the
second sentence of the third preceding paragraph not involving any transfer. 
 Neither the Company nor the Trustee shall be
required to (1) issue, register the transfer of or exchange any Security if such Security may be among those selected for redemption during a period beginning at the opening of business 15 days before the mailing or first publication, as the
case may be, of notice of redemption of such Securities and ending at the close of business on (A) if such Securities are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if such
Securities are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if such Securities are also issuable as Registered Securities and there is no publication, the day of mailing of the relevant
notice of redemption, or (2) register the transfer of or exchange any Registered Security, or portion thereof, so selected for redemption in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion
thereof not to be redeemed, or (3) exchange any Bearer Security so selected for redemption, except that such Bearer Security may be exchanged for a Registered Security of that series and like tenor; PROVIDED, HOWEVER, that such Registered
Security shall be simultaneously surrendered for redemption, or (4) issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not
to be so repaid. 
  

	SECTION 306.	MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES 


If any mutilated Security or a Security with a mutilated Guarantee or coupon appertaining to it is surrendered to the Trustee or the
Company, together with, in proper cases, such security or indemnity as may be required by the Company or the Trustee to save each of them or any agent of either of them harmless, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series and principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding, with Guarantees or coupons corresponding to the Guarantees or
coupons, respectively, if any, appertaining to the surrendered Security. 
 If there shall be delivered to the Company and to
the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any Security. Guarantee or coupon 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, Guarantee or coupon has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in
lieu of any such destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost or stolen Guarantee or coupon appertains (with all appurtenant coupons not destroyed, lost or stolen), a new Security of the same series
and principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding, with Guarantees or coupons corresponding to the Guarantees or coupons, respectively, if any, appertaining to such destroyed, lost
or stolen Security or to the Security to which such destroyed, lost or stolen Guarantee or coupon appertains. 
  

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 Notwithstanding the provisions of the previous two paragraphs, in case any such mutilated,
destroyed, lost or stolen Security or coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, with coupons corresponding to the coupons, if any, appertaining to such destroyed,
lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains, pay such Security or coupon; PROVIDED, HOWEVER, that payment of principal of (and premium, if any), any interest on and any Additional Amounts with
respect to Bearer Securities shall, except as otherwise provided in Section 1002, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section 301, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the coupons appertaining thereto. 
 Upon the
issuance of any new Security under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith. 
 Every new Security of any series with its coupons, if any, issued pursuant to
this Section 306 in lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed, lost or stolen coupon appertains, shall constitute an original additional contractual obligation of the Company, whether or
not the destroyed, lost or stolen Security and its coupons, if any, or the destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any
and all other Securities of that series and their coupons, if any, duly issued hereunder. 
 The provisions of this
Section 306 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, Guarantees or coupons. 

 

	SECTION 307.	PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED 


Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 301, interest on
any Registered Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest in the relevant Security Register; PROVIDED, HOWEVER, that, except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 301, each installment of
interest on any Registered Security may at the Company’s option be paid by (1) mailing a check for such interest, payable to or upon the written order of the Person entitled thereto, to the address of such Person as it appears on the
Security Register or (2) wire transfer to an account maintained by the payee located inside the United States. 
 Unless
otherwise provided as contemplated by Section 301 with respect to the Securities of any series, payment of interest may be made, in the case of a Bearer Security, by transfer to an account maintained by the payee with a bank located outside the
United States. 
  

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 Unless otherwise provided as contemplated by Section 301, every permanent Global
Security will provide that interest, if any, payable on any Interest Payment Date will be paid to DTC, Euroclear and/or Clearstream, as the case may be, with respect to that portion of such permanent Global Security held for its account by
Cede & Co. or the Common Depositary or other nominee, as the case may be, for the purpose of permitting such party to credit the interest received by it in respect of such permanent Global Security to the accounts of the beneficial owners
thereof. 
 In case a Bearer Security of any series is surrendered in exchange for a Registered Security of such series after
the close of business (at an office or agency in a Place of Payment for such series) on any Regular Record Date and before the opening of business (at such office or agency) on the next succeeding Interest Payment Date, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date and interest will not be payable on such Interest Payment Date in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this Indenture. 
 Except as otherwise specified with
respect to a series of Securities in accordance with the provisions of Section 301, any interest on any Registered Security of any series that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its
election, in each case as provided in clause (1) or (2) below: 
 (1) The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment (which shall not be less than 20
days after such notice is received by the Trustee), and at the same time the Company shall deposit with the Trustee an amount of money in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities
of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) 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 on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of
the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the
name and at the expense of the Company, cause a similar notice to be published at least once in an Authorized 
  

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Newspaper in each Place of Payment, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names 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). In case a Bearer Security of any series is surrendered at the office or agency in a Place of Payment for such series in exchange for a
Registered Security of such series after the close of business at such office or agency on any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the coupon relating to such proposed date of payment and Defaulted Interest will not be payable on such proposed date of payment in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. 

(2) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause,
such manner of payment shall be deemed practicable by the Trustee. 
 Subject to the foregoing provisions of this
Section 307 and Section 305, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security. 
  

	SECTION 308.	PERSONS DEEMED OWNERS 

 Prior to
due presentment of a Registered Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered 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 Sections 305 and 307) interest on, such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be
overdue, and neither the Company, the Guarantor, the Trustee nor any agent of the Company, the Guarantor or the Trustee shall be affected by notice to the contrary. All such payments so made to any such Person, or upon such Person’s order,
shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for money payable upon any such Security. 

Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of the
Company or the Trustee may treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupon 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. 

 

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 No holder of any beneficial interest in any Global Security held on its behalf by a
depositary shall have any rights under this Indenture with respect to such Global Security and such depositary (or its nominee) shall be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global
Security for all purposes whatsoever. None of the Company, Guarantor, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 

Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent
of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any depositary (or its nominee), as a Holder, with respect to such Global Security or impair, as between such depositary and
owners of beneficial interests in such Global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such Global Security. 

 

	SECTION 309.	CANCELLATION 

 All Securities and
coupons surrendered for payment, redemption, repayment at the option of the Holder, 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 any such Securities and coupons and Securities and coupons surrendered directly to the Trustee for any such purpose 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. If the Company shall so acquire any of the Securities, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are surrendered to the Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section 309, except as expressly permitted by this Indenture. Cancelled Securities and coupons held by the Trustee shall be returned to the Company. 

 

	SECTION 310.	COMPUTATION OF INTEREST 

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

 

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 ARTICLE FOUR 

SATISFACTION AND DISCHARGE 
  

	SECTION 401.	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 any right to receive Additional Amounts, as provided in Section 1010), and the Trustee, upon
receipt of a Company Order, and at the expense of the Company, shall execute instruments in form and substance satisfactory to the Trustee and the Company acknowledging satisfaction and discharge of this Indenture as to such series when 

(1) either 

(A) all Securities of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto
(other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 305, (ii) Securities and
coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption
Date, whose surrender has been waived as provided in Section 1106, and (iv) Securities and coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation or 

(B) all Securities of such series and, in the case of (i) or (ii) below, any coupons appertaining thereto not
theretofore delivered to the Trustee for cancellation 
 (i) have become due and payable or 

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

(iii) if redeemable at the option of the Company, 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
deposited with the Trustee as trust funds in trust for such purpose an amount in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable, sufficient to pay and
discharge the entire indebtedness on such Securities and such 
  

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coupons not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, and any Additional Amounts with respect thereto, 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 Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with. 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under Section 611 and, if money shall have been deposited with and held by the Trustee pursuant to subclause (B) of clause (1) of this Section 401, the
obligations of the Company under Sections 304, 305, 306 and 1002 and 1003 and the obligations of the Trustee under Section 402 and the last paragraph or Section 1003 shall survive. 

 

	SECTION 402.	APPLICATION OF TRUST FUNDS 


Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401
shall be held in trust and applied by it, in accordance with the provisions of the Securities, the coupons 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 any interest and Additional Amounts for whose payment such money has been deposited with or received by the Trustee, but such money need not be
segregated from other funds except to the extent required by law. 
 ARTICLE FIVE 

REMEDIES 
  

	SECTION 501.	EVENTS OF DEFAULT 

 “Event
of Default,” wherever used herein with respect to any particular series of Securities, means any one of the following events (whatever the reason for such Event of Default and whether or not it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 

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

 

 35 








 (2) default in the payment of the principal of (or premium, if any, on) any Security of that
series when it becomes due and payable, whether at Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise; or 

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

(4) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture or in any Security of that series
(other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section 501 specifically dealt with or which has been expressly included in this Indenture solely for the benefit of one or more series of
Securities other than such series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 

(5) default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company or any of its
Subsidiaries (including obligations under leases required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles, but not including any indebtedness or obligations for which recourse is limited to
property purchased) in an aggregate principal amount of at least $35,000,000 or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the
Company or any of its Subsidiaries (including such leases, but not including such indebtedness or obligations for which recourse is limited to property purchased) in an aggregate principal amount of at least $35,000,000, whether such indebtedness
exists on the date of this Indenture or shall thereafter be created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable or such
obligations being accelerated, without such acceleration having been rescinded or annulled; or 
 (6) the Company, the Guarantor
or any Significant Subsidiary of the Company or Guarantor pursuant to or within the meaning of any Bankruptcy Law: 

(A) commences a voluntary case or proceeding or files a petition or answer or consent seeking reorganization or relief or
consents to the filing of such petition; 
 (B) consents to the entry of an order for relief against it in an
involuntary case or proceeding or to the commencement of any case or proceeding against it; 
 (C) consents to
the appointment of a Custodian of it or for all or any substantial part of its property; or 
 (D) makes a
general assignment for the benefit of its creditors; or 
  

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 (7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law
that: 
 (A) is for relief against the Company, the Guarantor or any Significant Subsidiary of the Company or the
Guarantor in an involuntary case or proceeding or adjudges the Company, the Guarantor or any Significant Subsidiary of the Company or the Guarantor as bankrupt or insolvent or approves as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company, the Guarantor or any Significant Subsidiary of the Company or the Guarantor; 

(B) appoints a Custodian of the Company, the Guarantor or any Significant Subsidiary of the Company or the Guarantor or
for all or any substantial part of the property of the Company, the Guarantor or any Significant Subsidiary of the Company or the Guarantor; or 

(C) orders the liquidation or winding up of the Company, the Guarantor or any Significant Subsidiary of the Company or the
Guarantor 
 and, in the case of any of subclause (A), (B) or (C) of this paragraph (7), the order or decree remains unstayed and in
effect for 90 days; or 
 (8) any other Event of Default provided with respect to Securities of that series. 

As used in this Section 501, the term “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of
debtors and the term “Custodian” means any receiver, trustee, assignee, liquidator, custodian, sequestrator or other similar official under any Bankruptcy Law. 

 

	SECTION 502.	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT 


If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such
case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if Securities of that series are Original Issue Discount Securities or Indexed Securities,
such portion of the principal as may be specified in the terms thereof) of all the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such
declaration such principal or specified portion thereof shall become immediately due and payable. 
 At any time after such a
declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article Five provided, the Holders of not less
than a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration of acceleration and its consequences if: 

(1) the Company has paid or deposited with the Trustee a sum sufficient to pay in the currency, currency unit or composite currency in
which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series): 

(A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of
that series and any related coupons; 
  

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 (B) the principal of (and premium, if any, on) any Outstanding Securities of
that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for, as the case may be, in such Securities; 

(C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any
Additional Amounts at the rate or rates borne by or provided for in, as the case may be, such Securities; and 

(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel; and 
 (2) all Events of Default with respect to Securities of that series,
other than the nonpayment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513. 

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

 

	SECTION 503.	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE 


The Company covenants that if: 

(1) default is made in the payment of any installment of interest or Additional Amounts, if any, on any Security of any series and any
related coupon when such interest or Additional Amount becomes due and payable and such default continues for a period of 30 days or 

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

then the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities of such series and coupons, the
whole amount then due and payable on such Securities and coupons for principal (and premium, if any) and interest and Additional Amounts, with interest upon any overdue principal (and premium, if any) and, to the extent that payment of such interest
shall be legally enforceable, upon any overdue installments of interest or Additional Amounts, if any, at the rate or rates borne by or provided for in, as the case may 

 

 38 








 
be, 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 and 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, the Guarantor or any other obligor upon such Securities of such series, or the related Guarantees, and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or
Guarantor or any other obligor upon such Securities of such series, or the related Guarantees, 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 and any related Guarantees or
coupons by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy. 
  

	SECTION 504.	TRUSTEE MAY FILE PROOFS OF CLAIM 


In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company, the Guarantor or any other obligor upon the Securities or the property of the Company, the Guarantor or of such other obligor or their creditors, the Trustee (irrespective of whether the principal
of the Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company or the Guarantor for the payment of overdue
principal, premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: 

(1) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of such series, of
principal (and premium, if any) and interest and Additional Amounts, if any, owing and unpaid in respect of the Securities or the related Guarantees and to file such other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel) and of the Holders allowed in such judicial proceeding and 

(2) to collect and receive any money 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 of Securities of such series, the related Guarantees and coupons to make such payments
to the Trustee, and if the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee and any
predecessor Trustee, their agents and counsel, and any other amounts due the Trustee or any predecessor Trustee under Section 606. 
  

 39 








 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder of a Security, Guarantee or coupon any plan of reorganization, arrangement, adjustment or composition affecting the Securities or coupons or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder of a Security, Guarantee or coupon in any such proceeding. 
 In any proceedings
brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities, and it shall not be
necessary to make any Holders of the Securities parties to any such proceedings. 
  

	SECTION 505.	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES OR COUPONS 


All rights of action and claims under this Indenture or any of the Securities, the related Guarantees or coupons may be prosecuted and
enforced by the Trustee without the possession of any of the Securities, Guarantees or coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, be for the ratable benefit of the
Holders of the Securities, Guarantees and coupons in respect of which such judgment has been recovered. 
  

	SECTION 506.	APPLICATION OF MONEY COLLECTED 


Any money collected by the Trustee pursuant to this Article Five 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 and any Additional Amounts, upon presentation of the Securities, the related Guarantees or coupons, or both, as the case may be, 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 and any predecessor Trustee under Section 606; 
 SECOND: To the
payment of the amounts then due and unpaid upon the Securities, the related Guarantees and coupons for the principal (and premium, if any) and interest and any Additional Amounts payable, in respect of which or for the benefit of which such money
has been collected, ratably, without preference or priority of any kind, according to the aggregate amounts due and payable on such Securities, Guarantees and coupons for principal (and premium, if any), interest and Additional Amounts,
respectively; and 
 THIRD: To the payment of the remainder, if any, to the Company. 

 

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	SECTION 507.	LIMITATION ON SUITS 

 No Holder
of any Security of any series or any related coupon shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

 (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the
Securities of that series; 
 (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that
series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 

(3) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and
liabilities to be incurred in compliance with such request; 
 (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and 
 (5) no direction inconsistent with such
written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; 

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all such Holders. 
  

	SECTION 508.	UNCONDITIONAL RIGHTS OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM, IF ANY, INTEREST AND ADDITIONAL AMOUNTS 


Notwithstanding any other provision in this Indenture, the Holder of any Security or coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and (subject to Sections 305 and 307) interest on, and any Additional Amounts in respect of, such Security or coupon on the respective due dates expressed in such Security
or coupon (or, in the case of redemption at the option of the Company or repayment at the option of the Holder, on the relevant Redemption Date or Repayment Date, as applicable) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder. 
  

	SECTION 509.	RESTORATION OF RIGHTS AND REMEDIES 


If the Trustee or any Holder of a Security or coupon 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, 

 

 41 








 
then and in every such case, the Company, the Guarantor, the Trustee and the Holders of Securities and coupons shall, subject to any determination in such proceeding, be restored severally and
respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 

 

	SECTION 510.	RIGHTS AND REMEDIES CUMULATIVE 


To the extent permitted by law and except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Securities, Guarantees or coupons in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons 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. To the extent permitted by law,
the assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

 

	SECTION 511.	DELAY OR OMISSION NOT WAIVER 

 No
delay or omission of the Trustee or of any Holder of any Security or coupon 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 Five 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 of Securities or
coupons, as the case may be. 
  

	SECTION 512.	CONTROL BY HOLDERS OF SECURITIES 


The Holders of not less than a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series, provided that 

(1) such direction shall not be in conflict with any rule of law or with this Indenture; 

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

(3) the Trustee need not take any action which might involve it in personal liability or be unduly prejudicial to the Holders of
Securities of such series not joining therein. 
 Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction by Holders. 
  

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	SECTION 513.	WAIVER OF PAST DEFAULTS 

 The
Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series and any related coupons 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 or
Additional Amounts payable in respect of any Security of such series or any related coupons or 
 (2) in respect of a covenant
or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. 

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

	SECTION 514.	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 515.	UNDERTAKING FOR COSTS 

 All
parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of any undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 515 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest on or Additional Amounts in respect of any Security on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption at the option
of the Company or repayment at the option of the Holder, on or after the relevant Redemption Date or Repayment Date, as applicable). 
  

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 ARTICLE SIX 

THE TRUSTEE 
  

	SECTION 601.	NOTICE OF DEFAULTS 

 Within 90
days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit in the manner and to the extent provided in TIA Section 313(c), notice of such default hereunder known to a Responsible
Officer of the Trustee, unless such default shall have been cured or waived; PROVIDED, HOWEVER, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on or any Additional Amounts with respect to
any Security of such series, or in the payment of any sinking fund installment with respect to the Securities of such series, the Trustee shall be protected in withholding such notice if and so long as Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the Holders of the Securities and coupons of such series; and PROVIDED FURTHER that in the case of any default or breach of the character specified in Section 501(4) with
respect to the Securities and coupons of such series, no such notice to Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section 601, the term “default” means any event which is, or
after notice or lapse of time or both would become, an Event of Default with respect to the Securities of such series. 
  

	SECTION 602.	CERTAIN RIGHTS OF TRUSTEE 


Subject to the provisions of TIA Section 315(a) through 315(d): 

(1) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon 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) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other
than delivery of any Security, together with any coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to Section 303 which shall be sufficiently evidenced as provided therein) and any resolution of the Board of
Directors may be sufficiently evidenced by a Board 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,
rely upon an Officers’ Certificate; 
 (4) before the Trustee acts or refrains from acting, the Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 

 

 44 








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

(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, coupon or other paper or document, unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of any series; PROVIDED that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such
examination shall be paid by the Holders or, if paid by the Trustee, shall be repaid by the Holders upon demand. 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, relevant to the facts or matters that are the subject of its inquiry, personally or by agent or
attorney; 
 (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 Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder;

 (9) the permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and the
Trustee shall not be answerable for other than its negligence or willful misconduct; 
 (10) except for (i) a default under
Sections 501(1) or 501(2) hereof, or (ii) any other event of which a Responsible Officer of the Trustee has “actual knowledge” and which event constitutes or, with the giving of notice or the passage of time or both, would constitute
an Event of Default under this Indenture, the Trustee shall not be deemed to have notice of any default or Event of Default unless specifically notified in writing of such event by the Company or the Holders of not less than 25% in aggregate
principal amount of the Outstanding Securities of the applicable series; as used herein, the term “actual knowledge” means the actual fact or statement of knowing, without any duty to make any investigation with regard thereto; and

  

 45 








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

The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of 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. 

Except during the continuance of an Event of Default, the Trustee undertakes to perform only such duties as are specifically set forth in
this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. 
  

	SECTION 603.	NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES 


The recitals contained herein and in the Securities and any related Guarantees, except the Trustee’s certificate of authentication,
and in any coupons shall be taken as the statements of the Company and the Guarantor, as applicable, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities, any related Guarantees or coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its
obligations hereunder. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 

 

	SECTION 604.	MAY HOLD SECURITIES AND GUARANTEES 


The Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities, Guarantees and coupons and subject to TIA Sections 310(b) and 311, and may otherwise deal with the Company or Guarantor with the same rights it would have if it were not Trustee, Paying Agent,
Security Registrar, Authenticating Agent or such other agent. 
  

	SECTION 605.	MONEY HELD IN TRUST 

 Money held
by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

  

	SECTION 606.	COMPENSATION AND REIMBURSEMENT 


The Company agrees: 

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

 46 








 (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any
predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and
disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and 

(3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on its own part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties hereunder. 
 When the Trustee incurs expenses or
renders services in connection with an Event of Default specified in Section 501(6) or Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to
constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law. 
 As
security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities upon all property and money held or collected by the Trustee as such, except money held in trust for
the payment of principal of (or premium, if any) or interest or Additional Amounts on particular Securities or any coupons. 

The provisions of this Section 606 shall survive the termination of this Indenture. 

 

	SECTION 607.	CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING INTERESTS 


There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have
a combined capital and surplus of at least $50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or the requirements of federal, state, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section 607, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this Section 607, it shall resign immediately in the manner and with the effect hereinafter specified in this Article Six. Neither the Company nor any Affiliate of the
Company shall serve as Trustee. 
  

	SECTION 608.	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR 


No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article Six shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 609. 

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 an instrument of acceptance by a successor 
  

 47 








 
Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee. 
 The Trustee may be removed at any time with respect to the Securities of any series by
Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Trustee and to the Company. 

If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of
such notice of removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. 

If at any time: 

(1) the Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company or by
any Holder of a Security who has been a bona fide Holder of a Security for at least six months; or 
 (2) the Trustee shall
cease to be eligible under Section 607 and shall fail to resign after written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months; or 

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

If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause
with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of
such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, 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 of Securities and accepted

  

 48 








 
appointment in the manner hereinafter provided, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to 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 in the manner provided for notices to the Holders of Securities in Section 106. 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 609.	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR 


In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder,
subject nevertheless to its claim, if any, provided for in Section 606. 
 In case of the appointment hereunder of a
successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto, pursuant to Article Nine, wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring
with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-Trustees of the same trust and that each such Trustee shall be Trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to
the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 
  

 49 








 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 this Section 609, 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 Six. 
  

	SECTION 610.	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS 


Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; PROVIDED such
corporation shall be otherwise qualified and eligible under this Article Six, without the execution or filing of any paper or any further act on the part of the parties hereto. In case any Securities or coupons shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities or coupons so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities or coupons. In case any Securities or coupons shall not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities or
coupons, in either its own name or that of its predecessor Trustee, with the full force and effect which this Indenture provides for the certificate of authentication of the Trustee. 

 

	SECTION 611.	APPOINTMENT OF AUTHENTICATING AGENT 


At any time when any of the Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one
or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption or repayment thereof, 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. Any such appointment shall be evidenced by an instrument in writing signed by a
Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate
of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States or of any state 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 authorities. If such Authenticating Agent publishes
reports of 
  

 50 








 
condition at least annually, pursuant to law or the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 611, 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. In case at any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section 611, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 611. 

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 611, without the execution or filing of any paper or further act on the part of the Trustee or the Authenticating Agent. 

An Authenticating Agent for any series of Securities may at any time resign by giving written notice of resignation to the Trustee for
such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice of termination 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 611, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve in the manner set forth in
Section 106. 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 herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 611. 

The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation, including reimbursement of its
reasonable expenses for its services under this Section 611. 
 If an appointment with respect to one or more series is
made pursuant to this Section 611, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication substantially in the following
form: 
 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

  

					
		 	U.S. Bank National Association, as Trustee
			
	Dated:                     	 	By:	 	  

		 		 	as Authenticating Agent
			
		 	By:	 	  

		 		 	Authorized Signatory

  

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 ARTICLE SEVEN 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
  

	SECTION 701.	DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS 


Every Holder of Securities or coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company
nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any Security Registrar shall be held accountable by reason of the disclosure of any information as to the names and addresses of the Holders of Securities in accordance with TIA
Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b). 

 

	SECTION 702.	REPORTS BY TRUSTEE 

 Within 60
days after May 15 of each year commencing with the first May 15 after the first issuance of Securities pursuant to this Indenture, the Trustee shall transmit by mail to all Holders of Securities as provided in TIA Section 313(c) a
brief report dated as of such October 15 if required by TIA Section 313(a). 
  

	SECTION 703.	REPORTS BY COMPANY 

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

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documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

 (3) transmit by mail to the Holders of Securities, within 30 days after the filing thereof with the Trustee, in the manner
and to the extent provided in TIA Section 313(c), such summaries of any information, documents and reports required to be filed by the Company or the Guarantor pursuant to clauses (1) and (2) of this Section 703 as may be
required by rules and regulations prescribed from time to time by the Commission. 
  

	SECTION 704.	COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS 


The Company will furnish or cause to be furnished to the Trustee: 

(1) semiannually, not later than 15 days after the Regular Record Date for interest for each series of Securities, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series as of such Regular Record Date or, if there is no Regular Record Date for interest for such series of Securities, semiannually, upon such
dates as are set forth in or established pursuant to the Board Resolution or indenture supplemental hereto authorizing such series, and 

(2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, PROVIDED, HOWEVER, that, so long as the Trustee is the Security Registrar, no such list shall be required to be furnished. 

ARTICLE EIGHT 

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE 
  

	SECTION 801.	CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES, LEASES AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS 


The Company will not consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into, any
Person unless (1) either the Company shall be the continuing entity, or the successor Person (if other than the Company) formed by or resulting from such consolidation or merger or which shall have received the transfer of such assets shall be
an entity organized and existing under the laws of the United States or any state thereof and such successor entity shall expressly assume the due and punctual payment of the principal of (and premium, if any) and any interest (including all
Additional Amounts, if any, payable pursuant to Section 1010) on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Securities to
be performed or observed by the Company, by supplemental indenture, complying with Article Nine, satisfactory to the Trustee, executed and delivered to the Trustee by such entity and (2) immediately after giving effect to such transaction and
treating any 
  

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indebtedness which becomes an obligation of the Company or any Subsidiary as a result thereof as having been incurred, and any liens or other encumbrances on any property or assets of the Company
or any Subsidiary that are incurred, created or assumed as a result thereof as having been created, incurred or assumed, by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or the
lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. 
  

	SECTION 802.	RIGHTS AND DUTIES OF SUCCESSOR ENTITY 


In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor entity in accordance
with the provisions of Section 801, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor entity, except in the event
of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor
entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued
in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. 

In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be
made in the Securities thereafter to be issued as may be appropriate. 
  

	SECTION 803.	OFFICERS’ CERTIFICATE AND OPINION OF COUNSEL 


Any consolidation, merger, sale, lease or conveyance permitted under Section 801 is also subject to the condition that the Trustee
receive an Officers’ Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, and the assumption by any successor entity, complies with the provisions of this Article Eight and that all
conditions precedent herein provided for relating to such transaction have been complied with. 
 ARTICLE NINE 

SUPPLEMENTAL INDENTURES 
  

	SECTION 901.	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS 


Without the consent of any Holders of Securities or coupons, the Company and the Guarantor, as applicable, when authorized by or pursuant
to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 

(1) to evidence the succession of another entity to the Company as obligor or to the Guarantor as guarantor under this Indenture and the
Securities and any related Guarantees, respectively, and the assumption by any such successor of the covenants of the Company or the Guarantor herein and in the Securities and Guarantees contained; or 

 

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 (2) to add to the covenants of the Company or, as applicable, the Guarantor for the benefit
of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender
any right or power herein conferred upon the Company or any Guarantor; or 
 (3) to add any additional Events of Default for the
benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such
series); PROVIDED, HOWEVER, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other
defaults), may provide for an immediate enforcement upon such default, may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of
Securities to which such additional Events of Default apply to waive such default; or 
 (4) to add to or change any of the
provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to
be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; PROVIDED,
HOWEVER, that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or 

(5) to change or eliminate any of the provisions of this Indenture, PROVIDED that any such change or elimination shall not apply to any
Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or 

(6) to secure the Securities or any related Guarantees; or 

(7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 201 and 301, including
the provisions and procedures, if applicable, relating to Securities convertible into Common Stock or Preferred Stock, as the case may be; or 

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

 

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 (9) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; PROVIDED, HOWEVER,
that such actions shall not adversely affect the interests of the Holders of Securities of any series or any related Guarantees or coupons in any material respect; or 

(10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance,
covenant defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; PROVIDED, HOWEVER, that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related
Guarantees or coupons or any other series of Securities and any related Guarantees or coupons in any material respect. 
  

	SECTION 902.	SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS 


With the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities of each series affected by
such supplemental indenture, by Act of said Holders delivered to the Company, the Guarantor, as applicable, and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities and any related Guarantees or
coupons under this Indenture; PROVIDED, HOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: 

(1) change the Stated Maturity of the principal of (or premium, if any, on) or any installment of principal of or premium, if any, or
interest on, any Security; or reduce the principal amount thereof or the rate or amount of interest thereon or any Additional Amounts payable in respect thereof, or any premium payable upon the redemption or repayment thereof, or change any
obligation of the Company to pay Additional Amounts pursuant to Section 1010 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of an Original Issue Discount Security or
Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of
repayment at the option of the Holder of any Security (or reduce the amount of premium payable on any such repayment), or change any Place of Payment where, or the currency or currencies, currency unit or units or composite currency or currencies in
which, any principal or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment at the option
of the Holder, on or after the Redemption Date or the Repayment Date, as the case may be), or 
  

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 (2) reduce the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such series (of compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture, or reduce the requirements of Section 1504 for quorum or voting, or 

(3) modify any of the provisions of this Section 902, Section 513 or 1011, except to increase the required percentage to effect
such action 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. 

It shall not be necessary for any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
 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. 
  

	SECTION 903.	EXECUTION OF SUPPLEMENTAL INDENTURES 


In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article Nine or the modification
thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

  

	SECTION 904.	EFFECT OF SUPPLEMENTAL INDENTURES 


Upon the execution of any supplemental indenture under this Article Nine, 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 that are theretofore or thereafter authenticated and delivered hereunder and of any coupon appertaining thereto shall be bound thereby.

  

	SECTION 905.	CONFORMITY WITH TRUST INDENTURE ACT 


Every supplemental indenture executed pursuant to this Article Nine shall conform to the requirements of the Trust Indenture Act as then
in effect. 
  

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	SECTION 906.	REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES 


Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article Nine 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, at the Company’s expense, be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such
series. 
 ARTICLE TEN 

COVENANTS 
  

	SECTION 1001.	PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, INTEREST AND ADDITIONAL AMOUNTS 


The Company covenants and agrees for the benefit of the Holders of each series of Securities that it will duly and punctually pay the
principal of (and premium, if any) and interest on and any Additional Amounts payable in respect of the Securities of that series in accordance with the terms of such series of Securities, any coupons appertaining thereto and this Indenture. Unless
otherwise specified as contemplated by Section 301 with respect to any series of Securities, any interest due on and any Additional Amounts payable in respect of Bearer Securities on or before Maturity, other than Additional Amounts, if any,
payable as provided in Section 1010 in respect of principal of (or premium, if any, on) such a Bearer Security, shall be payable only upon presentation and surrender of the several coupons for such interest installments as are evidenced thereby
as they severally mature. 
  

	SECTION 1002.	MAINTENANCE OF OFFICE OR AGENCY 


If Securities of a series are issuable only as Registered Securities, the Company shall maintain in each Place of Payment for such series
of Securities an office or agency where Securities of that series may be presented or surrendered for payment or conversion, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to
or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain: (1) in The City of New York, an office or agency where any
Securities of that series may be presented or surrendered for payment or conversion, where any Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where notices
and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment or conversion in the
circumstances described in the following paragraph (and not otherwise); (2) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where
Securities of that series and related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable 

 

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on Securities of that series pursuant to Section 1010) or conversion; PROVIDED, HOWEVER, that if the Securities of that series are listed on any stock exchange located outside the United
States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United States, as the case may be, so long as the Securities of that series are
listed on such exchange; and (3) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location, of each 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, except that Bearer Securities of that series and the related coupons may be presented and surrendered for payment
(including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1010) or conversion at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its agent
to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. 

Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on
or Additional Amounts in respect of Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the
United States; PROVIDED, HOWEVER, that, if the Securities of a series are payable in Dollars, payment of principal of and any premium and interest on any Bearer Security (including any Additional Amounts payable on Securities of such series pursuant
to Section 1010) shall be made at the office of the Company’s Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium, interest or Additional Amounts, as the case may be, at
all offices or agencies outside the United States maintained for the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. 

The Company may 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 of 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 accordance with the requirements set forth above 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. Unless otherwise specified with respect to any Securities pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the
Corporate Trust Office, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent and as its agent to receive all such presentations, surrenders, notices and demands. 

 

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 Unless otherwise specified with respect to any Securities pursuant to Section 301, if
and so long as the Securities of any series (1) are denominated in a Foreign Currency or (2) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain
with respect to each such series of Securities, or as so required, at least one exchange rate agent. 
  

	SECTION 1003.	MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST 


If the Company shall at any time act as its own Paying Agent with respect to any series of any Securities and any related coupons, it
will, on or before each due date of the principal of (and premium, if any), or interest on or Additional Amounts in respect of, any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum
in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to
pay the principal (and premium, if any) or interest or Additional Amounts so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to
act. 
 Whenever the Company shall have one or more Paying Agents for any series of Securities and any related coupons, it will,
on or before each due date of the principal of (and premium, if any), or interest on or Additional Amounts in respect of, any Securities of that series, deposit with a Paying Agent a sum (in the currency or currencies, currency unit or units or
composite currency or currencies described in the preceding paragraph) sufficient to pay the principal (and premium, if any) or interest or Additional Amounts so becoming due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest or Additional Amounts and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 

The Company will cause each Paying Agent other than the Trustee 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 1003, that such Paying Agent will 
 (1) hold
all sums held by it for the payment of principal of (and premium, if any) or interest or Additional Amounts on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of
as herein provided; 
 (2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities) in
the making of any such payment of principal (and premium, if any) or interest or Additional Amounts on the Securities of that series; and 

(3) at any time during the continuance of any such default upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such Paying Agent. 
 The Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order direct any 
  

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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 terms 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 sums. 

Except as otherwise provided in the Securities of any series, any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if any) or interest on, or any Additional Amounts in respect of, any Security of any series and remaining unclaimed for two years after such principal (and premium, if any),
interest or Additional Amounts have become due and payable shall be paid to the Company upon 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 and the Guarantor for payment of such principal of (and premium, if any) or interest on, or any Additional Amounts in respect of, such Security, without interest thereon, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper, or to be mailed to Holders of Registered Securities, or both, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication or notice, as the case may be, any unclaimed balance of such money then remaining will be repaid to the Company. 
  

	SECTION 1004.	EXISTENCE 

 Subject to Article
Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its limited partnership existence, all material rights (by certificate of limited partnership, by-laws and statute) and all material
franchises; PROVIDED, HOWEVER, that the Company shall not be required to preserve any right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company.

  

	SECTION 1005.	MAINTENANCE OF PROPERTIES 

 The
Company will cause all of its material properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and
will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and
advantageously conducted at all times; PROVIDED, HOWEVER, that the Company and its Subsidiaries shall not be prevented from selling or otherwise disposing of their properties for value in the ordinary course of their business. 

 

	SECTION 1006.	INSURANCE 

 The Company will, and
will cause each of its Subsidiaries to, keep in force upon all of its properties and operations policies of insurance carried with responsible companies in such amounts and covering all such risks as shall be customary in the industry in accordance
with prevailing market conditions and availability. 
  

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	SECTION 1007.	PAYMENT OF TAXES AND OTHER CLAIMS 


The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes,
assessments and governmental charges levied or imposed upon it or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law
become a lien upon the property of the Company or any Subsidiary; PROVIDED, HOWEVER, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim the amount, applicability or
validity of which is being contested in good faith by appropriate proceedings. 
  

	SECTION 1008.	PROVISION OF FINANCIAL INFORMATION 


Whether or not the Company or the Guarantor is subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the
Company or the Guarantor will, within 15 days after each of the respective dates by which the Company or Guarantor would have been required to file annual reports, quarterly reports and other documents with the Commission if the Company or the
Guarantor were so subject, (1) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders of Securities of such series, copies of the annual reports, quarterly reports and other
documents which the Company or the Guarantor, as applicable, with respect to Securities of such series would have been required to file with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, if
the Company or the Guarantor were subject to such Sections, (2) file with the Trustee copies of the annual reports, quarterly reports and other documents which the Company would have been required to file with the Commission pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, if the Company or the Guarantor were subject to such Sections, and (3) promptly upon written request and payment of the reasonable cost of duplication and delivery,
supply copies of such documents to any prospective Holder of any Security. 
  

	SECTION 1009.	STATEMENT AS TO COMPLIANCE 

 The
Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the
Company’s compliance with all conditions and covenants under this Indenture and the Securities, and in the event of any noncompliance, specifying such noncompliance and the nature and status thereof. For purposes of this Section 1009, such
compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. 
  

	SECTION 1010.	ADDITIONAL AMOUNTS 

 If any
Securities of a series provide for the payment of Additional Amounts, the Company will pay to the Holder of any Security of such series or any coupon appertaining thereto Additional Amounts as may be specified as contemplated by Section 301.
Whenever in 
  

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this Indenture there is mentioned, in any context except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any
series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series
established pursuant to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms and express mention of the payment of Additional Amounts (if applicable) in any
provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. 

Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium
is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company will furnish the
Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium
or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Persons without withholding for or on account of any tax, assessment or other governmental charge
described in the Securities of the series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that
series or related coupons and the Company will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned
Officers’ Certificate, then the Trustee or such Paying Agent shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series
or related coupons until it shall have received a certificate advising otherwise and (2) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until
otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by any of them pursuant to this Section 1010 or in reliance on any Officers’ Certificate furnished pursuant to this Section 1010 or in reliance on the Company’s not furnishing such an
Officers’ Certificate. 
  

	SECTION 1011.	WAIVER OF CERTAIN COVENANTS 

 The
Company may omit in any particular instance to comply with any term, provision or condition set forth in Sections 1004 to 1008, inclusive, with respect to the Securities of any series if before or after the time for such compliance the Holders of at
least a majority in principal amount of all outstanding Securities of such series, by act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend
to or affect such covenant or condition except to the extent so expressly waived, 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. 
  

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 ARTICLE ELEVEN 

REDEMPTION OF SECURITIES 
  

	SECTION 1101.	APPLICABILITY OF ARTICLE 


Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Eleven. 
  

	SECTION 1102.	ELECTION TO REDEEM; NOTICE TO TRUSTEE 


The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at
the election of the Company of the Securities of any series, the Company shall, at least 45 days prior to the giving of the notice of redemption in Section 1104 (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee
of such Redemption Date and of the principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction. 
  

	SECTION 1103.	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED 


If less than all the Securities of any series originally issued on the same day with the same terms are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series originally issued on such date with the same terms not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the
principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series. 

The Trustee shall promptly notify the Company and the Security Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall
relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed. 
  


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	SECTION 1104.	NOTICE OF REDEMPTION 

 Notice of
redemption shall be given in the manner provided in Section 106, not less than 30 days nor more than 60 days prior to the Redemption Date, unless a shorter period is specified by the terms of such series established pursuant to
Section 301, to each Holder of Securities to be redeemed, but failure to give such notice in the manner herein provided to the Holder of any Security designated for redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of any other Security or portion thereof. 
 Any
notice that is mailed to the Holders of Securities in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. 

All notices of redemption shall state: 

(1) the Redemption Date; 

(2) the Redemption Price and Additional Amounts, if any, payable upon redemption; 

(3) if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption,
the principal amount) of the particular Security or Securities to be redeemed; 
 (4) in case any Security is to be redeemed in
part only, that on and after the Redemption Date, upon surrender of such Security, the holder will receive, without a charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed; 

(5) that on the Redemption Date the Redemption Price and accrued interest to the Redemption Date payable as provided in
Section 1106, if any, will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon shall cease to accrue on and after said date; 

(6) the Place or Places of Payment where such Securities, together in the case of Bearer Securities with all coupons appertaining
thereto, if any, maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price and accrued interest, if any; 

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

(8) that, unless otherwise specified in such notice, Bearer Securities of any series, if any, surrendered for redemption must be
accompanied by all coupons maturing subsequent to the date fixed for redemption or the amount of any such missing coupon or coupons will be deducted from the Redemption Price, unless security or indemnity satisfactory to the Company, the Trustee for
such series and any Paying Agent is furnished; 
 (9) if Bearer Securities of any series are to be redeemed and any Securities
of such series are not to be redeemed, and if such Bearer Securities may be exchanged for Securities not subject to redemption on this Redemption Date pursuant to Section 305 or otherwise, the last date, as determined by the Company, on which
such exchanges may be made; 
  

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 (10) the CUSIP number of such Securities, if any; and 

(11) if applicable, that a Holder of Securities who desires to convert Securities for redemption must satisfy the requirements for
conversion contained in such Securities, the then-existing conversion price or rate, the place or places where such Securities may be surrendered for conversion, and the date and time when the option to convert shall expire. 

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s
request, by the Trustee in the name and at the expense of the Company. 
  

	SECTION 1105.	DEPOSIT OF REDEMPTION PRICE 

 On
or before 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, which it may not do in the case of a sinking fund payment under Article Twelve, segregate and
hold in trust as provided in Section 1003) an amount of money in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series) sufficient to pay on the Redemption Date the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities or portions
thereof which are to be redeemed on that date. 
 If any Securities called for redemption is converted, any money deposited with
the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. 

 

	SECTION 1106.	SECURITIES PAYABLE ON REDEMPTION DATE 


Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) (together with accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such
Securities shall, if the same were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such
Security for redemption in accordance with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with accrued interest,
if any, to the Redemption Date; PROVIDED, HOWEVER, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located outside the United States (except
as otherwise provided in Section 1002) and, 
  

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unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of coupons for such interest; and PROVIDED FURTHER that, except as otherwise provided with
respect to Registered Securities convertible into Common Stock or Preferred Stock, installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such at the close of business on the relevant record dates according to their terms and the provisions of Section 307. 

If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date,
such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished
to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted; PROVIDED, HOWEVER, that interest represented by coupons shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of those coupons. 

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 borne by or provided in, as the case may be, the Security. 
  

	SECTION 1107.	SECURITIES REDEEMED IN PART 

 Any
Registered Security which is to be redeemed only in part (pursuant to the provisions of this Article Eleven or of Article Twelve) shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his or her attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge a new Security or Securities of the same series of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered. If a Global Security is so surrendered, the Company shall execute and the Trustee shall authenticate and deliver to the depositary, without service charge, a new Global Security in a
denomination equal to and in exchange for the unredeemed portion of the principal of the Global Security so surrendered. 
  

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 ARTICLE TWELVE 

SINKING FUNDS 
  

	SECTION 1201.	APPLICABILITY OF ARTICLE 

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

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

	SECTION 1202.	SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES 


The Company may, in satisfaction of all or any part of any mandatory sinking fund payment with respect to the Securities of a series,
(1) deliver Outstanding Securities of such series (other than any previously called for redemption) together, in the case of any Bearer Securities of such series, with all unmatured coupons appertaining thereto and (2) apply as a credit
Securities of such series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, as
provided for by the terms of such Securities, or which have otherwise been acquired by the Company; PROVIDED, HOWEVER, that such Securities so delivered or applied as a credit have not been previously so credited. Such Securities shall be received
and credited for such purpose by the Trustee at the applicable Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly.

  

	SECTION 1203.	REDEMPTION OF SECURITIES FOR SINKING FUND 


Not less than 60 days prior to each sinking fund payment date for Securities of any series, the Company will deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash in the currency or
currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1202, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to the
Trustee any Securities to be so delivered and credited. If such Officers’ Certificate shall specify an 
  

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optional amount to be added in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days before
each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. 

ARTICLE THIRTEEN 

REPAYMENT AT THE OPTION OF HOLDERS 
  

	SECTION 1301.	APPLICABILITY OF ARTICLE 


Repayment of Securities of any series before their Stated Maturity at the option of Holders thereof shall be made in accordance with the
applicable terms, if any, of such Securities and (except as otherwise specified by the terms of such series established pursuant to Section 301) in accordance with this Article Thirteen. 

 

	SECTION 1302.	REPAYMENT OF SECURITIES 


Securities of any series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in
the terms of such Securities, be repaid at a price equal to the principal amount thereof, together with interest, if any, thereon accrued to the Repayment Date specified in or pursuant to the terms of such Securities. The Company covenants that on
or prior to the Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the currency or
currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to pay the principal
(or, if so provided by the terms of the Securities of any series, a percentage of the principal) of, and (except if the Repayment Date shall be an Interest Payment Date) accrued interest on, all the Securities or portions thereof, as the case may
be, to be repaid on such date. 
  

	SECTION 1303.	EXERCISE OF OPTION 

 Securities
of any series subject to repayment at the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse of such Securities. In order for any Security to be repaid at the option of the Holder, the Trustee
must receive at the Place of Payment therefor specified in the terms of such Security (or at such other place or places of which the Company shall from time to time notify the Holders of such Securities) not earlier than 60 days nor later than 30
days prior to the Repayment Date (1) the Security so providing for such repayment together with any “Option to Elect Repayment” or similar form on the reverse thereof duly completed by the Holder (or by the Holder’s attorney duly
authorized in writing) or (2) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange, 

 

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or the National Association of Securities Dealers, Inc., or a commercial bank or trust company in the United States setting forth the name of the Holder of the Security, the principal amount of
the Security, the principal amount of the Security to be repaid, the CUSIP number, if any, or a description of the tenor and terms of the Security, a statement that the option to elect repayment is being exercised thereby and a guarantee that the
Security to be repaid, together with any duly completed “Option to Elect Repayment” or similar form on the reverse of the Security, will be received by the Trustee not later than the fifth Business Day after the date of such telegram,
telex, facsimile transmission or letter; PROVIDED, HOWEVER, that such telegram, telex, facsimile transmission or letter shall only be effective if such Security and form duly completed are received by the Trustee by such fifth Business Day. If less
than the entire principal amount of such Security is to be repaid in accordance with the terms of such Security, the principal amount of such Security to be repaid, in increments of the minimum denomination for Securities of such series, and the
denomination or denominations of the Security or Securities to be issued to the Holder for the portion of the principal amount of such Security surrendered that is not to be repaid, must be specified. The principal amount of any Security providing
for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal amount of such Security would be less than the minimum authorized denomination of Securities of the series of which such
Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security providing for repayment at the option of the Holder thereof, exercise or the repayment option by the Holder shall be irrevocable unless waived by the
Company. 
  

	SECTION 1304.	WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AND PAYABLE 


If Securities of any series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this
Article Thirteen and as provided by or pursuant to the terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall default in the payment of such Securities on such Repayment Date) such Securities shall, if the same were interest-bearing, cease to bear interest and the coupons for such
interest appertaining to any Bearer Securities so to be repaid, except to the extent provided below, shall be void. Upon surrender of any such Security for repayment in accordance with such provisions, together with all coupons, if any, appertaining
thereto maturing after the Repayment Date, the principal amount of such Security so to be repaid shall be paid by the Company, together with accrued interest, if any, to the Repayment Date; PROVIDED, HOWEVER, that coupons whose Stated Maturity is on
or prior to the Repayment Date shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified pursuant to Section 301, only upon presentation
and surrender of such coupons; and PROVIDED FURTHER that, in the case of Registered Securities, installments of interest, if any, whose Stated Maturity is on or prior to the Repayment Date shall be payable (but without interest thereon, unless the
Company shall default in the payment thereof) 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 307. 
  

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 If any Bearer Security surrendered for repayment shall not be accompanied by all appurtenant
coupons maturing after the Repayment Date, such Security may be paid after deducting from the amount payable therefor as provided in Section 1302 an amount equal to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made as provided in the preceding sentence, such Holder shall be entitled to receive the amount so deducted; PROVIDED, HOWEVER, that interest
represented by coupons shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and
surrender of those coupons. 
 If the principal amount of any Security surrendered for repayment shall not be so repaid upon
surrender thereof, such principal amount (together with interest, if any, thereon accrued to such Repayment Date) shall, until paid, bear interest from the Repayment Date at the rate of interest borne by or provided in, as the case may be, such
Security. 
  

	SECTION 1305.	SECURITIES REPAID IN PART 

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

DEFEASANCE AND COVENANT DEFEASANCE 
  

	SECTION 1401.	APPLICABILITY OF ARTICLE; COMPANY’S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE 


If, pursuant to Section 301, provision is made for either or both of (1) defeasance of the Securities of or within a series
under Section 1402 or (2) covenant defeasance of the Securities of or within a series under Section 1403, then the provisions of such Section or Sections, as the case may be, together with the other provisions of this Article Fourteen
(with such modifications thereto as may be specified pursuant to Section 301 with respect to any Securities), shall be applicable to such Securities and any coupons appertaining thereto, and the Company may at its option by Board Resolution, at
any time, with respect to such Securities and any coupons appertaining thereto, elect to have Section 1402 (if applicable) or Section 1403 (if applicable) be applied to such Outstanding Securities and any coupons appertaining thereto upon
compliance with the conditions set forth below in this Article Fourteen. 
  

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	SECTION 1402.	DEFEASANCE 

 Upon the
Company’s exercise of the above option applicable to this Section 1402 with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding
Securities and any coupons appertaining thereto on the date the conditions set forth in Section 1404 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Outstanding Securities and any coupons appertaining thereto, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1405 and the other Sections of
this Indenture referred to in clauses (1) and (2) below, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons
appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder:
(1) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust fund, described in Section 1404 and as more fully set forth in such Section and Section 1405, payments in
respect of the principal of (and premium, if any) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due, (2) the Company’s obligations with respect to such Securities under Sections 304,
305, 306, 1002 and 1003 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 1010, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder, and (4) this
Article Fourteen. Subject to compliance with this Article Fourteen, the Company may exercise its option under this Section 1402 notwithstanding the prior exercise of its option under Section 1403 with respect to such Securities and any
coupons appertaining thereto. 
  

	SECTION 1403.	COVENANT DEFEASANCE 

 Upon the
Company’s exercise of the above option applicable to this Section with respect to any Securities of or within a series, the Company shall be released from its obligations under Sections 1004 to 1008, inclusive (other than its obligations under
Section 1004 to preserve and keep in full force and effect its limited partnership existence), and, if specified pursuant to Section 301, its obligations under any other covenant, with respect to such Outstanding Securities and any coupons
appertaining thereto on and after the date the conditions set forth in Section 1404 are satisfied (hereinafter, “covenant defeasance”), and such Securities and any coupons appertaining thereto shall thereafter be deemed to be not
“Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with Sections 1004 to 1008, inclusive (other than its obligations under Section 1004
to preserve and keep in full force and effect its limited partnership existence), or such other covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means
that, with respect to such Outstanding Securities and any coupons appertaining thereto, 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 Section (other than its
obligations under Section 1004 to preserve and keep in full force and effect its limited partnership existence) or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such
other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any 
  


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other document, and such omission to comply shall not constitute a default or an Event of Default under Section 501(4) or 501(8) or otherwise, as the case may be, but the remainder of this
Indenture and such Securities and any coupons appertaining thereto shall be unaffected thereby. 
  

	SECTION 1404.	CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE 


The following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within
a series and any coupons appertaining thereto: 
 (1) The Company shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen 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 benefit of the Holders of such Securities and any coupons appertaining thereto, (A) an amount in such currency, currencies or currency unit or composite currency in which such
Securities and any coupons appertaining thereto and installments of principal and interest thereon are payable at Stated Maturity, or (B) Government Obligations applicable to such Securities and coupons appertaining thereto (determined on the
basis of the currency, currencies or currency unit in which such Securities and coupons appertaining thereto and installments of principal and interest thereon are payable at Stated Maturity) which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities and any coupons appertaining thereto,
or (C) a combination thereof, in any case, in an amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying Trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such
Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding
Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto. 

(2) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or
any other material agreement or instrument to which the Company is a party or by which it is bound. 
 (3) No Event of Default
or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or, insofar as Sections
501(6) and 501(7) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). 

 

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 (4) In the case of an election under Section 1402, the Company shall have delivered to
the Trustee an Opinion of Counsel of outside counsel of recognized standing with respect to federal income tax matters stating that subsequent to the date of this Indenture, (A) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any
coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have
been the case if such defeasance had not occurred. 
 (5) In the case of an election under Section 1403, the Company shall
have delivered to the Trustee an Opinion of Counsel of outside counsel of recognized standing with respect to federal income tax matters to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not
recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such
covenant defeasance had not occurred. 
 (6) The Company shall have delivered to the Trustee an Officers’ Certificate and
an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that
either (A) as a result of a deposit pursuant to clause (1) above and the related exercise of the Company’s option under Section 1402 or 1403 (as the case may be), registration is not required under the Investment Company Act of
1940, as amended, by the Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (B) all necessary registrations under said act have been effected. 

(7) Such defeasance or covenant defeasance, as the case may be, shall not cause the Trustee to have a conflicting interest for purposes
of the TIA with respect to any securities of the Company. 
 (8) Notwithstanding any other provisions of this Section 1404,
such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301. 

Any deposits with the Trustee (or other qualifying trustee) referred to in paragraph (1) above shall be made under the terms of an
escrow trust agreement in form and substance satisfactory to the Trustee. 
  

	SECTION 1405.	DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS 


Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations (or other property as may be
provided pursuant to Section 301) 
  

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(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1405, the “Trustee”) pursuant to
Section 1404 in respect of any Outstanding Securities of any series and any coupons appertaining thereto shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any coupons appertaining
thereto and this Indenture, to the payment, either directly or through any Paying Agent (other than the Company) as the Trustee may determine, to the Holders of such Securities and any coupons appertaining thereto of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. 

Unless otherwise specified with respect to any Security pursuant to Section 301, if, after a deposit referred to in
Section 1404(1) has been made, (1) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 301 or the terms of such Security to receive payment in a currency or currency
unit or composite currency other than that in which the deposit pursuant to Section 1404(1) has been made in respect of such Security or (2) a Conversion Event occurs in respect of the currency or currency unit or composite currency in
which the deposit pursuant to Section 1404(1) has been made, the indebtedness represented by such Security and any coupons appertaining thereto shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the
principal of (and premium, if any), and interest, if any, on such Security as the same becomes due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property
deposited in respect of such Security into the currency or currency unit or composite currency in which such Security becomes payable as a result of such election or Conversion Event based on the applicable market exchange rate for such currency or
currency unit or composite currency in effect on the second Business Day prior to each payment date. 
 The Company shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or Government Obligations or other property deposited pursuant to Section 1404 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 such Outstanding Securities and any coupons appertaining thereto. 

Anything in this Article Fourteen to the contrary notwithstanding, subject to Section 606, the Trustee shall deliver or pay to the
Company from time to time upon Company Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1404 which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant defeasance, as applicable, in accordance with this
Article Fourteen. 
  

	SECTION 1406.	REINSTATEMENT 

 If (i) the
Trustee (or other qualifying trustee appointed pursuant to Section 1404) or any Paying Agent is unable to apply any moneys or Government Obligations or other property deposited pursuant to Section 1404(1) to pay any principal of, premium,
if any, interest on or Additional Amounts with respect to any Securities or coupons appertaining thereto by reason of 

 

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any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application or (ii) an event or condition which
constitutes an Event of Default or event which, with notice or lapse of time or both, would constitute an Event of Default under Section 501(6) or (7) shall occur on or before the 91st day after the date of such deposit, then the
Company’s obligations under this Indenture (insofar as relates to such Securities) and under such Securities and any coupons appertaining thereto shall be revived and reinstated as though no deposit had occurred, until (solely in the case of
clause (i) above) such time as the Trustee (or other qualifying trustee) or Paying Agent is permitted to apply all such moneys and Government Obligations or other property to pay the principal of, premium, if any, interest on, and Additional
Amounts, if any, with respect to such Securities and any coupons appertaining thereto as contemplated by this Article; provided, however, that, if the Company makes any payment of the principal, premium, if any, interest or Additional Amounts
with respect to any such Securities or coupons appertaining thereto following the reinstatement of its obligations as aforesaid, the Company shall be subrogated to the rights of the Holders of such Securities and coupons to receive such payment from
the funds held by the Trustee (or other qualifying trustee) or Paying Agent. 
 ARTICLE FIFTEEN 

MEETINGS OF HOLDERS OF SECURITIES 
  

	SECTION 1501.	PURPOSES FOR WHICH MEETINGS MAY BE CALLED 


A meeting of Holders of Securities of any series may be called at any time and from time to time pursuant to this Article Fifteen to make,
give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such series. 

 

	SECTION 1502.	CALL, NOTICE AND PLACE OF MEETINGS 


(1) The Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 1501, to
be held at such time and at such place as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 106, not less than 20 nor more than 180 days prior to the date fixed for the meeting. 

(2) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1501, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 20 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided
herein, then the Company or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place for such meeting and may call such meeting for such purposes by giving notice thereof as
provided in clause (1) of this Section 1502. 
  

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	SECTION 1503.	PERSONS ENTITLED TO VOTE AT MEETINGS 


To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more
Outstanding Securities of such series or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled
to be present or to speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel, any representatives of the Guarantor and its
counsel and any representatives of the Company and its counsel. 
  

	SECTION 1504.	QUORUM; ACTION 

 The Persons
entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series; PROVIDED, HOWEVER, that if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than a specified percentage in principal amount of the Outstanding Securities of a series, the Persons entitled to vote such specified
percentage in principal amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes after the time appointed for any such meeting, the meeting shall, if convened at the request of
Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a
quorum at the reconvening of any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 1502(2),
except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. 

Except as limited by the proviso to Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that series; PROVIDED, HOWEVER, that, except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Securities of that series. 
 Any resolution passed or decision taken at any
meeting of Holders of Securities of any series duly held in accordance with this Section 1504 shall be binding on all the Holders of Securities of such series and the related coupons, whether or not present or represented at the meeting.

  

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 Notwithstanding the foregoing provisions of this Section 1504, if any action is to be
taken at a meeting of Holders of Securities of any series with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that this Indenture expressly provides may be made, given or taken by the Holders of
such series and one or more additional series: 
 (1) there shall be no minimum quorum requirement for such meeting and

 (2) the principal amount of the Outstanding Securities of all such series that are entitled to vote in favor of such request,
demand, authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under
this Indenture. 
  

	SECTION 1505.	DETERMINATION OF VOTING RIGHTS, CONDUCT AND ADJOURNMENT OF MEETINGS 


(1) Notwithstanding any provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspector of elections, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities
shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104 or by having the signature of the Person executing the proxy witnessed or guaranteed by any
trust company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without
the proof specified in Section 104 or other proof. 
 (2) The Trustee shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 1502(2), in which case the Company or the Holders of Securities of the series calling the meeting, as
the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities
of such series represented at the meeting. 
 (3) At any meeting each Holder of a Security of such series or proxy shall be
entitled to one vote for each $1,000 principal amount of the Outstanding Securities of such series held or represented by him; PROVIDED, HOWEVER, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 

 

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 (4) Any meeting of Holders of Securities of any series duly called pursuant to
Section 1502 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, and the meeting may be held as so
adjourned without further notice. 
  

	SECTION 1506.	COUNTING VOTES AND RECORDING ACTION OF MEETINGS 


The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman
of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes
cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the fact, setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 1502
and, if applicable, Section 1504. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company and another to the Trustee to be preserved by
the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. 

ARTICLE SIXTEEN 

THE GUARANTEES 
  

	SECTION 1601.	GUARANTEES 

 The provisions of
this Article Sixteen shall be applicable to the Securities and Guarantees. The Guarantor for consideration received hereby jointly and severally unconditionally and irrevocably guarantees on a senior basis to the Holders from time to time of
the Securities of such series that are guaranteed by the Guarantor (a) the full and prompt payment of the principal of and any premium, if any, on any Security of such series when and as the same shall become due, whether at the maturity
thereof, by acceleration, redemption or otherwise and (b) the full and prompt payment of any interest on any Security of such series when and as the same shall become due and payable. Each and every default in the payment of the principal of or
interest or any premium on any Security of such series shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. The obligations of the Guarantor hereunder shall be evidenced
by Guarantees accompanying the Securities of such series issued hereunder. 
 An Event of Default under this Indenture or the
Securities of such series shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company.

  

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 The obligations of the Guarantor hereunder shall be absolute and unconditional and shall
remain in full force and effect until the entire principal and interest and any premium on the Securities of such series shall have been paid or provided for in accordance with the provisions of this Indenture, and, unless as otherwise expressly set
forth in this Article, such obligations shall not be affected, modified or impaired upon the happening from time to time of any event, including without limitation any of the following, whether or not with notice to, or the consent of, the
Guarantor: 
 (1) the failure to give notice to the Guarantor of the occurrence of an Event of Default; 

(2) the waiver, surrender, compromise, settlement, release or termination of the payment, performance or observance by the Company or the
Guarantor of any or all of the obligations, covenants or agreements of either of them contained in this Indenture or the Securities of such series; 

(3) the acceleration, extension or any other changes in the time for payment of any principal of or interest or any premium on any
Security of such series or for any other payment under this Indenture or of the time for performance of any other obligations, covenants or agreements under or arising out of this Indenture or the Securities of such series; 

(4) the modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in this Indenture or
the Securities of such series; 
 (5) the taking or the omission of any of the actions referred to in this Indenture and in any
of the actions under the Securities of such series; 
 (6) any failure, omission, delay or lack on the part of the Trustee to
enforce, assert or exercise any right, power or remedy conferred on the Trustee in this Indenture, or any other action or acts on the part of the Trustee or any of the Holders from time to time of the Securities of such series; 

(7) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshaling
of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting the Guarantor, as
applicable, or the Company or any of the assets of any of them, or any allegation or contest of the validity of the related Guarantee in any such proceedings; 

(8) to the extent permitted by law, the release or discharge by operation of law of the Guarantor from the performance or observance of
any obligation, covenant or agreement contained in this Indenture; 
  

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 (9) to the extent permitted by law, the release or discharge by operation of law of the
Company from the performance or observance of any obligation, covenant or agreement contained in this Indenture; 
 (10) the
default or failure of the Company or the Trustee fully to perform any of its obligations set forth in this Indenture or the Securities of such series; 

(11) the invalidity, irregularity or unenforceability of this Indenture or the Securities of such series or any part of any thereof;

 (12) any judicial or governmental action affecting the Company or any Securities of such series or consent or indulgence
granted by the Company by the Holders or by the Trustee; or 
 (13) the recovery of any judgment against the Company or any
action to enforce the same or any other circumstance which might constitute a legal or equitable discharge of a surety or guarantor. 

The related Guarantees, as applicable, shall remain in full force and effect and continue to be effective should any petition be filed by
or against the Company for liquidation or reorganization of the Company, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the
Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time any payment in respect of the Securities of such series is, pursuant to applicable law, rescinded
or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities of such series, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been
made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities of such series shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned. 
 The Guarantor hereby agrees that its Guarantee set forth in Section 1601 shall
remain in full force and effect notwithstanding any failure to endorse on each Security, as applicable, a notation of such related Guarantee. 

If an officer of the Guarantor whose signature is on this Indenture or a Security no longer holds that office at the time the Trustee
authenticates such Security or at any time thereafter, the Guarantor’s Guarantee of such Security shall be valid nevertheless. 

The delivery of any Security by the Trustee, after the authentication thereof hereunder shall constitute due delivery of any Guarantee
set forth in this Indenture on behalf of the Guarantor. 
  

	SECTION 1602.	PROCEEDINGS AGAINST THE GUARANTOR 


In the event of a default in the payment of principal of or any premium on any Security when and as the same shall become due, whether at
the Stated Maturity thereof, by acceleration, 
  

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call for redemption or otherwise, or in the event of a default in the payment of any interest on any Security when and as the same shall become due, the Trustee shall have the right to proceed
first and directly against the Guarantor, as applicable, under this Indenture without first proceeding against the Company or exhausting any other remedies which it may have and without resorting to any other Security held by the Trustee.

 The Trustee shall have the right, power and authority to do all things it deems necessary or otherwise advisable to enforce
the provisions of this Indenture relating to the Guarantees, as applicable, and protect the interests of the Holders of the Securities of any series and, in the event of a default in payment of the principal of or any premium on any Security of such
series when and as the same shall become due, whether at the Stated Maturity thereof, by acceleration, call for redemption or otherwise, or in the event of a default in the payment of any interest on any Security of such series when and as the same
shall become due, the Trustee may institute or appear in such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of its rights and the rights of the Holders, whether for the specific enforcement of
any covenant or agreement in this Indenture relating to the related Guarantee, as applicable, or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. Without limiting the generality of the foregoing, in the
event of a default in payment of the principal of or interest or any premium on any Security when due, the Trustee may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or
final decree, and may enforce the same against the Guarantor, as applicable, and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Guarantor, wherever situated. 

 

	SECTION 1603.	GUARANTEES FOR BENEFIT OF HOLDERS 


The Guarantees contained in this Indenture are entered into by the Guarantor for the benefit of the Holders from time to time of the
Securities or each series which the Guarantor has agreed to guaranty. Such provisions shall not be deemed to create any right in, or to be in whole or in part for the benefit of, any person other than the Trustee, the Guarantor, the Holders from
time to time of the Securities of such series, and their permitted successors and assigns. 
  

	SECTION 1604.	MERGER OR CONSOLIDATION OF GUARANTOR 


The Guarantor will not, in any transaction or series of related transactions, consolidate with, or sell, lease, assign, transfer or
otherwise convey all or substantially all of its assets to, or merge with or into, any other Person unless (i) either the Guarantor shall be the continuing Person, or the successor Person (if other than the Guarantor) formed by or resulting
from any such consolidation or merger or which shall have received the transfer of such assets is a corporation, partnership, limited liability company or other entity organized and existing under the laws of the United States of America or a State
thereof or the District of Columbia and shall expressly assume, by supplemental indenture executed by such successor corporation and delivered by it to the Trustee (which supplemental indenture shall comply with Article Nine hereof and shall be
reasonably satisfactory to the Trustee), all of the Guarantor’s obligations with respect to Outstanding Securities of each series guaranteed by such Guarantor and the observance of all of the covenants and conditions contained in this Indenture
and the related Guarantee to be performed or observed by such Guarantor; (ii) immediately after giving effect to 

 

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such transaction, no Event of Default, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and shall be continuing; and
(iii) the Guarantor shall have delivered to the Trustee the Officers’ Certificate and Opinion of Counsel required pursuant to below. In the event that the Guarantor is not the continuing corporation, then, for purposes of clause
(ii) of the preceding sentence, the successor corporation shall be deemed to be such “Guarantor” referred to in such clause (ii). Any consolidation, merger, sale, lease, assignment, transfer or conveyance permitted under
Section 1604 is also subject to the condition precedent that the Trustee receive an Officers’ Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease, assignment, transfer or conveyance, and the
assumption by any successor corporation, complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 

 

	SECTION 1605.	ADDITIONAL GUARANTORS 

 Any
Person may become a Guarantor of one or more series of Securities as designated pursuant to Section 301 of this Indenture by executing and delivering to the Trustee (a) a supplemental indenture in form and substance satisfactory to the
Trustee, which subjects such person to the provisions of this Indenture as a Guarantor of such Securities, and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such person and
constitutes the legal, valid, binding and enforceable obligation of such person (subject to such customary exceptions concerning fraudulent conveyance laws, creditors’ rights and equitable principles as may be acceptable to the Trustee in its
discretion). 
  

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 SIGNATURES 

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

  

			
	KILROY REALTY, L.P.
	
	By: KILROY REALTY CORPORATION,
	as General Partner
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	KILROY REALTY CORPORATION
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	U.S. Bank National Association, as Trustee
		
	By:	 	  

	Name:	 	  

	Title:	 	  




 

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 EXHIBIT A-1 

FORMS OF CERTIFICATION 

FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED 

TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST 

PAYABLE PRIOR TO THE EXCHANGE DATE 

CERTIFICATE 

[Insert title or sufficient description of Securities to be delivered] 

This is to certify that, as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account
are owned by (i) person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States federal income taxation regardless of its
source (“United States Person(s)”), (ii) United States Person(s) that are (a) foreign branches of United States financial institutions (financial institutions, as defined in United States Treasury Regulations
Section 1.165-12(c)(1)(v), are herein referred to as “financial institutions”) purchasing for their own account or for resale or (b) United States Person(s) who acquired the Securities through foreign branches of United States
financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through
its agent, that you may advise Kilroy Realty, L.P. or its agent that such financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)), this is to further certify that such financial institution has not
acquired the Securities for purposes of resale directly or indirectly to a United States Person or to a person within the United States or its possessions. 

As used herein, “United States” means the United States of America (including the states and the District of Columbia); and its
“possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. 

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to
the above-captioned Securities held by you for our account in accordance with your Operating Procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this
certification applies as of such date. 
 This certificate excepts and does not relate to [US$
                    ] of such interest in the above-captioned Securities in respect of which we are not able to certify and as to which we
understand an exchange for an interest in a permanent Global Security or an exchange for and delivery of definitive Securities (or, if relevant, collection of any interest) cannot be made until we do so certify. 

 

 85 








 We understand that this certificate may be required in connection with certain tax
legislation in the United States. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any
interested party in such proceedings. 
 Dated:
                             

[To be dated no earlier than the 15th day prior to (i) the Exchange Date or (ii) the relevant Interest Payment Date occurring prior to the
Exchange Date, as applicable] 
  

			
	[Name of Person Making Certification]
	
	  

	(Authorized Signator)
		
	Name:	 	  

		
	Title:	 	  




 

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 EXHIBIT A-2 

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR 

AND CLEARSTREAM S.A. IN CONNECTION WITH THE EXCHANGE OF 

A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO 

OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE 

CERTIFICATE 

[Insert title or sufficient description of Securities to be delivered] 

This is to certify that, based solely on written certifications that we have received in writing, by tested telex or by electronic
transmission from each of the persons appearing in our records as persons entitled to a portion of the principal amount set forth below (our “Member Organizations”) substantially in the form attached hereto, as of the date hereof, [US$]
                     principal amount of the above-captioned Securities is owned by (i) person(s) that are not citizens or residents of
the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States federal income taxation regardless of its source (“United States Person(s)”), (ii) United States
Person(s) that are (a) foreign branches of United States financial institutions (financial institutions, as defined in United States Treasury Regulations Section 1.165-12(c)(1)(v), are herein referred to as “financial
institutions”) purchasing for their own account or for resale or (b) United States Person(s) who acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (a) or (b), each such financial institution has agreed, on its own behalf or through its agent, that we may advise Kilroy Realty, L.P. or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) United States or foreign financial institution(s) for
purposes of resale during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that financial institutions described in clause (iii) (whether or not also
described in clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States Person or to a person within the United States or its possessions. 

As used herein, “United States” means the United States of America (including the states and the District of Columbia); and its
“possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. 

We further certify that (i) we are not making available herewith for exchange (or, if relevant, collection of any interest) any
portion of the temporary Global Security representing the above-captioned Securities excepted in the above-referenced certificates of Member Organizations and (ii) as of the date hereof we have not received any notification from any of our
Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant, collection of any interest) are no longer true and cannot be relied
upon as of the date hereof. 
  

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 We understand that this certification is required in connection with certain tax legislation
in the United States. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested
party in such proceedings. 
 Dated:
                             

[To be dated no earlier than the Exchange Date or the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable] 

 

			
	[Morgan Guaranty Trust Company of New York, Brussels Office,] as Operator of the Euroclear System [Clearstream S.A.]
		
	By:	 	  




 

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