EX-4.3





 Exhibit 4.3 
  

 
  

MBIA INC. 
 TO 

THE BANK OF NEW YORK MELLON 

Trustee 
 SUBORDINATED INDENTURE

 Dated as of                 , 20 

 
  

 
  

 












 TABLE OF CONTENTS 

 
  

 

							
	 	  	 	  	Page	 
	 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	 	1	 
			
	 SECTION 101.
	  	Definitions	  	 	1	 
	 SECTION 102.
	  	Compliance Certificates and Opinions	  	 	9	 
	 SECTION 103.
	  	Form of Documents Delivered to Trustee	  	 	9	 
	 SECTION 104.
	  	Acts of Holders; Record Dates	  	 	10	 
	 SECTION 105.
	  	Notices, Etc., to Trustee and Company	  	 	12	 
	 SECTION 106.
	  	Notice to Holders; Waiver	  	 	13	 
	 SECTION 107.
	  	Conflict with Trust Indenture Act	  	 	13	 
	 SECTION 108.
	  	Effect of Headings and Table of Contents	  	 	14	 
	 SECTION 109.
	  	Successors and Assigns	  	 	14	 
	 SECTION 110.
	  	Separability Clause	  	 	14	 
	 SECTION 111.
	  	Benefits of Indenture	  	 	14	 
	 SECTION 112.
	  	Governing Law; Waiver of Jury Trial	  	 	14	 
	 SECTION 113.
	  	Legal Holidays	  	 	14	 
	 SECTION 114.
	  	Computations	  	 	15	 
		
	 ARTICLE TWO SECURITY FORMS
	  	 	15	 
			
	 SECTION 201.
	  	Forms Generally	  	 	15	 
	 SECTION 202.
	  	Form of Legend for Global Securities	  	 	16	 
	 SECTION 203.
	  	Form of Trustee’s Certificate of Authentication	  	 	16	 
		
	 ARTICLE THREE THE SECURITIES
	  	 	17	 
			
	 SECTION 301.
	  	Title; Terms	  	 	17	 
	 SECTION 302.
	  	Denominations	  	 	19	 
	 SECTION 303.
	  	Execution, Authentication, Delivery and Dating	  	 	19	 
	 SECTION 304.
	  	Temporary Securities	  	 	21	 
	 SECTION 305.
	  	Registration, Registration of Transfer and Exchange	  	 	21	 
	 SECTION 306.
	  	Mutilated, Destroyed, Lost and Stolen Securities	  	 	24	 
	 SECTION 307.
	  	Payment of Interest; Interest Rights Preserved	  	 	24	 
	 SECTION 308.
	  	Persons Deemed Owners	  	 	26	 
	 SECTION 309.
	  	Cancellation	  	 	27	 
	 SECTION 310.
	  	Computation of Interest	  	 	27	 
	 SECTION 311.
	  	CUSIP Numbers	  	 	28	 
	 SECTION 312.
	  	Original Issue Discount	  	 	28	 
		
	 ARTICLE FOUR SATISFACTION AND DISCHARGE
	  	 	28	 
			
	 SECTION 401.
	  	Satisfaction and Discharge of Indenture	  	 	28	 
	 SECTION 402.
	  	Application of Trust Money	  	 	29	 


  
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	ARTICLE FIVE REMEDIES	  	 	30	 
			
	 SECTION 501.
	  	Events of Default	  	 	30	 
	 SECTION 502.
	  	Acceleration of Maturity; Rescission and Annulment	  	 	31	 
	 SECTION 503.
	  	Collection of Indebtedness and Suits for Enforcement by Trustee	  	 	32	 
	 SECTION 504.
	  	Trustee May File Proofs of Claim	  	 	33	 
	 SECTION 505.
	  	Trustee May Enforce Claims Without Possession of Securities	  	 	33	 
	 SECTION 506.
	  	Application of Money Collected	  	 	34	 
	 SECTION 507.
	  	Limitation on Suits	  	 	34	 
	 SECTION 508.
	  	Unconditional Right of Holders to Receive Principal, Premium and Interest	  	 	35	 
	 SECTION 509.
	  	Restoration of Rights and Remedies	  	 	35	 
	 SECTION 510.
	  	Rights and Remedies Cumulative	  	 	35	 
	 SECTION 511.
	  	Delay or Omission Not Waiver	  	 	35	 
	 SECTION 512.
	  	Control by Holders	  	 	36	 
	 SECTION 513.
	  	Waiver of Past Defaults	  	 	36	 
	 SECTION 514.
	  	Undertaking for Costs	  	 	36	 
		
	ARTICLE SIX THE TRUSTEE	  	 	37	 
			
	 SECTION 601.
	  	Certain Duties and Responsibilities	  	 	37	 
	 SECTION 602.
	  	Notice of Defaults	  	 	38	 
	 SECTION 603.
	  	Certain Rights of Trustee	  	 	38	 
	 SECTION 604.
	  	Not Responsible for Recitals or Issuance of Securities	  	 	40	 
	 SECTION 605.
	  	May Hold Securities	  	 	41	 
	 SECTION 606.
	  	Money Held in Trust	  	 	41	 
	 SECTION 607.
	  	Compensation and Reimbursement	  	 	41	 
	 SECTION 608.
	  	Disqualification; Conflicting Interests	  	 	42	 
	 SECTION 609.
	  	Corporate Trustee Required; Eligibility	  	 	42	 
	 SECTION 610.
	  	Resignation and Removal; Appointment of Successor	  	 	43	 
	 SECTION 611.
	  	Acceptance of Appointment by Successor	  	 	44	 
	 SECTION 612.
	  	Merger, Conversion, Consolidation or Succession to Business	  	 	45	 
	 SECTION 613.
	  	Preferential Collection of Claims Against Company	  	 	45	 
	 SECTION 614.
	  	Appointment of Authenticating Agent	  	 	46	 
		
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	  	 	47	 
			
	 SECTION 701.
	  	Company to Furnish Trustee Names and Addresses of Holders	  	 	47	 
	 SECTION 702.
	  	Preservation of Information; Communications to Holders	  	 	48	 
	 SECTION 703.
	  	Reports by Trustee	  	 	48	 
	 SECTION 704.
	  	Reports by Company	  	 	48	 


  
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	ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	  	 	49	 
			
	 SECTION 801.
	  	Company May Consolidate, Etc., Only on Certain Terms	  	 	49	 
	 SECTION 802.
	  	Successor Corporation Substituted	  	 	50	 
		
	 ARTICLE NINE SUPPLEMENTAL INDENTURES
	  	 	50	 
			
	 SECTION 901.
	  	Supplemental Indentures Without Consent of Holders	  	 	50	 
	 SECTION 902.
	  	Supplemental Indentures With Consent of Holders	  	 	52	 
	 SECTION 903.
	  	Execution of Supplemental Indentures	  	 	53	 
	 SECTION 904.
	  	Effect of Supplemental Indentures	  	 	53	 
	 SECTION 905.
	  	Conformity with Trust Indenture Act	  	 	53	 
	 SECTION 906.
	  	Reference in Securities to Supplemental Indentures	  	 	53	 
		
	ARTICLE TEN COVENANTS	  	 	54	 
			
	 SECTION 1001.
	  	Payment of Principal, Premium and Interest	  	 	54	 
	 SECTION 1002.
	  	Maintenance of Office or Agency	  	 	54	 
	 SECTION 1003.
	  	Money for Securities Payments to Be Held in Trust	  	 	55	 
	 SECTION 1004.
	  	Statement by Officers as to Default	  	 	56	 
	 SECTION 1005.
	  	Existence	  	 	56	 
	 SECTION 1006.
	  	Limitation on Liens on Stock of Principal Subsidiaries	  	 	56	 
	 SECTION 1007.
	  	Waiver of Certain Covenants	  	 	57	 
		
	ARTICLE ELEVEN REDEMPTION OF SECURITIES	  	 	57	 
			
	 SECTION 1101.
	  	Company’s Right of Redemption	  	 	57	 
	 SECTION 1102.
	  	Applicability of Article	  	 	58	 
	 SECTION 1103.
	  	Election to Redeem; Notice to Trustee	  	 	58	 
	 SECTION 1104.
	  	Selection by Trustee of Securities to Be Redeemed	  	 	58	 
	 SECTION 1105.
	  	Notice of Redemption	  	 	59	 
	 SECTION 1106.
	  	Deposit of Redemption Price	  	 	60	 
	 SECTION 1107.
	  	Securities Payable on Redemption Date	  	 	60	 
	 SECTION 1108.
	  	Securities Redeemed in Part	  	 	61	 
		
	ARTICLE TWELVE SUBORDINATION OF SECURITIES	  	 	61	 
			
	 SECTION 1201.
	  	Securities Subordinate to Senior Indebtedness	  	 	61	 
	 SECTION 1202.
	  	Payment Over Proceeds Upon Dissolution, Etc.	  	 	61	 
	 SECTION 1203.
	  	Prior Payment to Senior Indebtedness Upon Acceleration of Securities	  	 	62	 
	 SECTION 1204.
	  	No Payment When Senior Indebtedness in Default	  	 	63	 
	 SECTION 1205.
	  	Payment Permitted If No Default	  	 	64	 
	 SECTION 1206.
	  	Subrogation to Rights of Holders of Senior Indebtedness	  	 	64	 
	 SECTION 1207.
	  	Provisions Solely to Define Relative Rights	  	 	64	 
	 SECTION 1208.
	  	Trustee to Effectuate Subordination	  	 	65	 
	 SECTION 1209.
	  	No Waiver of Subordination Provisions	  	 	65	 
	 SECTION 1210.
	  	Notice to Trustee	  	 	65	 


  
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	 SECTION 1211.
	  	Reliance on Judicial Order or Certificate of Liquidating Agent, etc.	  	 	65	 
	 SECTION 1212.
	  	Trustee Not Fiduciary For Holders of Senior Indebtedness	  	 	66	 
	 SECTION 1213.
	  	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights	  	 	66	 
	 SECTION 1214.
	  	Article Applicable to Paying Agents	  	 	66	 
	 SECTION 1215.
	  	Certain Conversions or Exchanges Deemed Payment	  	 	67	 
		
	 ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE
	  	 	67	 
			
	 SECTION 1301.
	  	Company’s Option to Effect Defeasance or Covenant Defeasance	  	 	67	 
	 SECTION 1302.
	  	Defeasance and Discharge	  	 	67	 
	 SECTION 1303.
	  	Covenant Defeasance	  	 	68	 
	 SECTION 1304.
	  	Conditions to Defeasance or Covenant Defeasance	  	 	68	 
	 SECTION 1305.
	  	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	  	 	69	 
	 SECTION 1306.
	  	Reinstatement	  	 	70	 
	 SECTION 1307.
	  	Qualifying Trustee	  	 	70	 


  
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 CERTAIN SECTIONS OF THIS INDENTURE RELATING 

TO SECTIONS 310 THROUGH 318, 

INCLUSIVE OF THE TRUST INDENTURE ACT OF 1939: 
  

					
	TRUST INDENTURE ACT SECTION	  	INDENTURE SECTION	 
	 SECTION 310(a)(1)
	  	 	609, 610	 
	 (a)(2)
	  	 	609	 
	 (a)(3)
	  	 	NOT APPLICABLE	 
	 (a)(4)
	  	 	NOT APPLICABLE	 
	 (a)(5)
	  	 	609	 
	 (b)
	  	 	608, 610	 
	 SECTION 311(a)
	  	 	613	 
	 (b)
	  	 	613	 
	 SECTION 312(a)
	  	 	701, 702	 
	 (b)
	  	 	702	 
	 (c)
	  	 	702	 
	 SECTION 313(a)
	  	 	703	 
	 (b)
	  	 	703	 
	 (c)
	  	 	703	 
	 (d)
	  	 	703	 
	 SECTION 314(a)
	  	 	704	 
	 (a)(4)
	  	 	101, 1004	 
	 (b)
	  	 	NOT APPLICABLE	 
	 (c)(1)
	  	 	102	 
	 (c)(2)
	  	 	102	 
	 (c)(3)
	  	 	NOT APPLICABLE	 
	 (d)
	  	 	NOT APPLICABLE	 
	 (e)
	  	 	102	 
	 SECTION 315(a)
	  	 	601	 
	 (b)
	  	 	602	 
	 (c)
	  	 	601	 
	 (d)
	  	 	601	 
	 (e)
	  	 	514	 
	 SECTION 316(a)
	  	 	101	 
	 (a)(1)(a)
	  	 	502, 512	 
	 (a)(1)(b)
	  	 	513	 
	 (a)(2)
	  	 	NOT APPLICABLE	 
	 (b)
	  	 	508	 
	 (c)
	  	 	104	 
	 SECTION 317(a)(1)
	  	 	503	 
	 (a)(2)
	  	 	504	 
	 (b)
	  	 	1003	 
	 SECTION 318(a)
	  	 	107	 

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

  
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 SUBORDINATED INDENTURE, dated as
of                , 20    , between MBIA Inc., a corporation duly organized and existing under the laws of the State of Connecticut (herein called
the “Company”), having its principal office at 1 Manhattanville Road, Suite 301, Purchase, New York 10577, and The Bank of New York Mellon, a banking corporation duly organized and existing under the laws of the State of New York, as
Trustee (herein called the “Trustee”). 
 RECITALS OF THE COMPANY 

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured
subordinated debt securities in one or more series (the “Securities”) of substantially the tenor hereinafter provided, and to provide the terms and conditions upon which the Securities are to be authenticated, issued and delivered; and

 All things necessary to make the Securities, when executed by the Company and authenticated and delivered hereunder and duly issued by
the Company, the valid obligations of the Company, and to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 

NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or a series thereof, as follows: 
 ARTICLE ONE 

DEFINITIONS AND OTHER PROVISIONS 

OF GENERAL APPLICATION 
 SECTION 101.
Definitions. 
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

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

 (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein; 
 (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with
generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted at the time of such computation; 












 
provided, that when two or more principles are so generally accepted, it shall mean that set of principles consistent with those in use by the Company; 

(4) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section,
as the case may be, of this Indenture; and 
 (5) the words “herein”, “hereinafter”, “hereof” and
“hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 

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

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

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to
authenticate Securities. 
 “Board of Directors” means either the board of directors of the Company or any duly authorized
committee of that board. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary
of the Company to have been duly adopted by the Board of Directors or such committee of the Board of Directors to which authority to act on behalf of the Board of Directors has been delegated, and to be in full force and effect on the date of such
certification, and delivered to the Trustee. 
 “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in New York, New York, the place where the Corporate Trust Office is located or any Place of Payment are authorized or obligated by law, regulation or executive order to close. 

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

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

  
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 “Company Request” and “Company Order” mean, respectively, a written
request or order signed in the name of the Company by (i) its Chairman of the Board of Directors, any Vice Chairman of the Board of Directors, Chief Executive Officer, President or any Vice President, and (ii) its Treasurer, any Associate
Treasurer, any Assistant Treasurer, its Controller, its Secretary or any Assistant Secretary, and delivered to the Trustee. 

“Consolidated Net Tangible Assets” means the total amount of assets (less applicable reserves and other properly deductible items)
after deducting therefrom (i) all current liabilities (excluding any thereof which are by their terms extendible or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is
being computed), and (ii) all segregated goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all set forth on the most recent balance sheet of the Company and its consolidated
Subsidiaries and prepared in accordance with generally accepted accounting principles. 
 “Corporate Trust Office” means the
principal office of the Trustee at which at any particular time its corporate trust business shall be administered. 

“corporation” means a corporation, association, company, joint-stock company or business trust. 

“Covenant Defeasance” has the meaning specified in Section 1303. 

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

“Defeasance” has the meaning specified in Section 1302. 

“Depositary” means the clearing agency registered under the Exchange Act that is designated by the Company in Section 301 to
act as depositary for any series of Securities with respect to such series (or any successor to such clearing agency). 
 “Dollar”
means the currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. 

“Event of Default,” unless otherwise specified with respect to Securities of a series pursuant to Section 301, has the meaning
specified in Section 501. 
 “Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in
each case as amended from time to time. 
 “Expiration Date” has the meaning specified in Section 104. 

“Foreign Currency” means any currency 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. 

  
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 “Global Security” means a Security that evidences all or part of a series of
Securities issued to the Depositary or its nominee for such series, and registered in the name of such Depositary or its nominee and bearing the legend set forth in Section 202. 

“Governmental Authority” means any Federal, state, local or foreign court or governmental agency, authority, instrumentality or
regulatory body. 
 “Government Obligations” means, with respect to the Securities of any series, securities which are
(i) direct obligations of the United States of America or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally
guaranteed by the United States of America and which, in either case, are full faith and credit obligations of the United States of America and are not callable or redeemable at the option of the issuer thereof and shall also include a depository
receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such Government Obligation held by such custodian for the account of the holder of such depository receipt; provided that
(except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount 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. 
 “Holder” means a Person
in whose name a Security is registered in the Security Register. 
 “Indebtedness” of any Person means the principal of and
premium, if any, and interest due on indebtedness of such Person, whether outstanding on the date of this Indenture or thereafter created, incurred or assumed, whether recourse is to all or a portion of the assets of such Person and whether or not
contingent which is (a) indebtedness for money borrowed, and (b) any amendments, renewals, extensions, modifications and refundings of any such indebtedness. For the purposes of this definition, “indebtedness for money borrowed”
means (i) any obligation of, or any obligation guaranteed by, such Person for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments, (ii) any obligation of, or any such
obligation guaranteed by, such Person evidenced by bonds, debentures, notes or similar written instruments, including obligations assumed or incurred in connection with the acquisition of property, assets or businesses (provided,
however, that the deferred purchase price of any property, assets or business shall not be considered Indebtedness if the purchase price thereof is payable in full within 90 days from the date on which such indebtedness was created), and
(iii) any obligations of such Person as lessee under leases required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles and leases of property or assets made as part of any sale and lease-back
transaction to which such Person is a party. Indebtedness does not include trade accounts payable or accrued liabilities arising in the ordinary course of business. 

  
 4 













 “Indenture” means this instrument as originally executed or as it may from time to
time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, and shall include the terms of each particular series of Securities established as contemplated by
Section 301, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture,
respectively. 
 “Interest Payment Date” means as to each series of Securities the Stated Maturity of an installment of interest
on such Securities. 
 “Interest Rate” means the rate of interest specified or determined as specified in each Security as being
the rate of interest payable on such Security. 
 “Investment Company Act” means the Investment Company Act of 1940 and any
statute successor thereto, in each case as amended from time to time. 
 “Junior Subordinated Payment” has the meaning specified
in Section 1202. 
 “Lien” means any mortgage, pledge, lien, security interest or other encumbrance. 

“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 provided in the Securities or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 

“Notice of Default” means a written notice of the kind specified in Section 501(3). 

“Officers’ Certificate” means a certificate signed by (i) the Chairman of the Board of Directors, Chief Executive Officer,
President or any Vice President, and (ii) the Treasurer, any Associate Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an
Officers’ Certificate given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of the Company. 

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for (and an employee of) the Company, and who shall be
reasonably acceptable to the Trustee. 
 “Original Issue Date” means the date of issuance specified as such in each Security. 

“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. 

  
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 “Outstanding” when used with respect to Securities, means, as of the date of
determination, all Securities theretofore authenticated and delivered under this Indenture, except: 
 (1) Securities theretofore cancelled
by the Trustee or delivered to the Trustee for cancellation; 
 (2) Securities for whose payment or redemption money in the necessary amount
has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities;
provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and 

(3) 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 Holders in whose hands such
Securities are valid, binding and legal obligations of the Company; 
 provided, however, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of
such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by
Section 301, and (C) Securities beneficially owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which a Responsible Officer of the Trustee actually knows to be so owned
shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and
that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. 

“Paying Agent” means the Trustee or any other Person authorized by the Company to pay the principal of or any premium or interest on
any Securities on behalf of the Company. 

  
 6 













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

“Place of Payment” means, with respect to the Securities of any series, the place or places where the principal of and any premium
and interest on the Securities of such series are payable as specified as contemplated by Section 301. 
 “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 shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 

“Principal Subsidiaries” means National Public Finance Guarantee Corporation, or any Subsidiary succeeding to any substantial part
of the business now conducted by that corporation. 
 “Proceeding” has the meaning specified in Section 1202. 

“Redemption Date” when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to
this Indenture. 
 “Redemption Price” when used with respect to any Security to be redeemed, means the price at which it is to be
redeemed pursuant to this Indenture. 
 “Regular Record Date” for the interest payable on any Interest Payment Date on the
Securities of a series means, unless otherwise provided pursuant to Section 301 with respect to Securities of a series, the date which is fifteen days next preceding such Interest Payment Date (whether or not a Business Day). 

“Responsible Officer,” when used with respect to the Trustee, means any officer assigned to the Corporate Trust Administration
department (or any successor unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration of this Indenture, and for the purposes of Section 601(c)(2) and the first
proviso of Section 602 shall also include any other officer of the Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject. 

“Securities” or “Security” means any debt securities or debt security, as the case may be, authenticated and delivered
under this Indenture. 
 “Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each case as
amended from time to time. 
 “Security Register” and “Security Registrar” have the respective meanings specified in
Section 305. 

  
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 “Senior Indebtedness” means the principal of (and premium, if any) and interest,
if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company regardless of whether such claim for post-petition interest is allowed in such proceeding) on, and all fees and
other amounts owing in respect of, Indebtedness of the Company, whether incurred on or prior to the date of this Indenture or thereafter incurred, unless, in the instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such obligations are not superior in right of payment to the Securities or to other Indebtedness which is pari passu with, or subordinated to, the Securities; provided, however, that Senior
Indebtedness shall not be deemed to include (a) any Indebtedness of the Company which when incurred and without respect to any election under Section 1111(b) of the Bankruptcy Reform Act of 1978, was without recourse to the Company,
(b) any Indebtedness of the Company to any of its Subsidiaries, (c) Indebtedness to any employee of the Company or any employee of a Subsidiary of the Company, (d) any liability for taxes, (e) Indebtedness or other monetary
obligations to trade creditors created or assumed by the Company or any of its Subsidiaries in the ordinary course of business in connection with the obtaining of goods, materials or services, (f) debt securities authenticated and delivered
under the Subordinated Indenture dated as of June 29, 2007, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee and (g) the Securities. The Securities shall rank pari passu with
the debt securities at any time outstanding under the Subordinated Indenture dated as of June 29, 2007, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee. 

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

“Stated Maturity” when used with respect to any Security or any installment of principal thereof or interest thereon, means the date
specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable, in the case of such principal or installment of principal, as such date may be extended or
shortened as provided pursuant to the terms of such Security. 
 “Subsidiary” means a corporation, partnership or other entity of
which, at the time of determination, more than 50% of the outstanding voting stock or equivalent interest is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries.
For the purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any
contingency. 
 “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument
was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so
amended. 

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

“Vice President” when used with respect to the Company or the Trustee, means any officer with a title of “Vice President”,
“Senior Vice President” or “Executive Vice President”. 
 SECTION 102. Compliance Certificates and Opinions. 

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. In the case of an 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 (other than the
certificates provided pursuant to Section 1004) shall include: 
 (1) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating thereto; 
 (2) a brief statement as to the nature and scope
of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (3) a
statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

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

SECTION 103. Form of Documents Delivered to Trustee. 

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

  
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 Any certificate or opinion of an officer of the Company may be based, insofar as it relates
to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon
which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers, or other
management employee of the Company or any Subsidiary stating that the information with respect to such factual matters is in the possession of the Company or such Subsidiary, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such matters are erroneous. 
 Where any Person is required to
make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 

SECTION 104. Acts of Holders; Record Dates. 

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby)
are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 601) conclusive and may be relied upon by the Trustee, the Company, and any agent of the Trustee or the Company, if made in the manner provided in this Section. 

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of any 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 Person acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. 

(c) The fact and date of the execution by any Person of any such instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine. 

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

(e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon the registration of, transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon such Security. Without limiting the foregoing, a Holder entitled hereunder to give or take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any different part of such principal amount. 

(f) The Company may, but shall not be obligated to set any day as a record date for the purpose of determining the Holders of Outstanding
Securities entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities, provided that the
Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action
shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities on such record date. Nothing in this paragraph shall be construed to prevent the Company
from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities on the date such action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities in the manner set forth in
Section 106. 
 The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities
entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration, or any rescission or annulment of any such declaration, referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities on such record date, and no other Holders, shall
be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding Securities on such record date. Nothing in this paragraph shall be construed 

  
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to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities on the date
such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given
to the Company in writing and to each Holder of Securities in the manner set forth in Section 106. 
 With respect to any record date
set pursuant to this Section, the party hereto which sets such record dates may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such
change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities in the manner set forth in Section 106, on or prior to the existing Expiration Date. If
an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. 

Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. 

SECTION 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 to or with the Trustee in writing at its Corporate Trust Office, Attention: Corporate Trust Administration, or 

(2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee
by the Company, Attention: General Counsel. 

  
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 Neither the Company nor the Trustee shall be deemed to have received any such request,
demand, authorization, direction, notice, consent, waiver or Act of Holders unless given, furnished or filed as provided in this Section 105. 

The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) the party providing such electronic instructions or directions, subsequent to the
transmission thereof, shall provide the originally executed instructions or directions to the Trustee in a timely manner and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party
providing such instructions or directions. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions or directions notwithstanding
such instructions or directions conflict or are inconsistent with a subsequent written instruction or direction or if the subsequent written instruction or direction is never received. The party providing instructions or directions by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, as aforesaid, agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the
Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. 

SECTION 106. Notice to Holders; Waiver. 

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at the address of such Holder as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest
date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 

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

SECTION 107. Conflict with Trust Indenture Act. 

If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be. 

  
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 SECTION 108. Effect of Headings and Table of Contents. 

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 

SECTION 109. Successors and Assigns. 

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

SECTION 110. Separability Clause. 

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 SECTION 111. Benefits of Indenture. 

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

SECTION 112. Governing Law; Waiver of Jury Trial. 

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

EACH OF THE COMPANY, THE TRUSTEE AND EACH HOLDER OF A SECURITY, BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

SECTION 113. Legal Holidays. 
 In
any case where any Interest Payment Date, Redemption Date, Maturity or Stated Maturity of any Security shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any
Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made on such date, but 

  
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may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Maturity or Stated Maturity; provided
that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, Maturity or Stated Maturity, as the case may be, if such payment is made or duly provided for on the next succeeding Business Day. 

SECTION 114. Computations. 
 Unless
otherwise specifically provided, the certificate or opinion of any independent firm of public accountants of recognized standing selected by the Board of Directors shall be conclusive evidence of the correctness of any computation made under the
provisions of this Indenture. The Company shall furnish to the Trustee upon its request a copy of any such certificate or opinion. 
 ARTICLE
TWO 
 SECURITY FORMS 
 SECTION 201.
Forms Generally. 
 The Securities of each series shall be substantially in the form attached as Exhibit A, or in such other
form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate provisions as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 with respect to the authentication and delivery of such
Securities. 
 The Trustee’s certificate of authentication shall be substantially in the form set forth in this Article. 

The definitive Securities shall be printed, typewritten, lithographed or engraved or produced by any combination of these methods, if required
by any securities exchange on which the Securities may be listed, on a steel engraved border or on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed,
all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. 
 The Securities of each
series will initially be issued in the form of one or more Global Securities. Each such Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and each shall provide that it shall represent
the aggregate amount of Outstanding Securities of such series from time to time 

  
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endorsed thereon and that the aggregate amounts of Outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate. The Global Security or Securities
evidencing the Securities of a series (and all Securities issued in exchange therefor) shall bear the legend indicated in Section 202. 

SECTION 202. Form of Legend for Global Securities. 

Every Global Security authenticated and delivered hereunder shall, in addition to the provisions contained in Exhibit A, bear a legend in
substantially the following form: 
 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 SECTION 203.
Form of Trustee’s Certificate of Authentication. 
 The Trustee’s certificates of authentication shall be in
substantially the following form: 
 CERTIFICATE OF AUTHENTICATION 

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

Dated: 
  

			
	 THE BANK OF NEW YORK MELLON,
 as
Trustee

		
	By:	 	 
		 	Authorized Signatory



  
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 ARTICLE THREE 

THE SECURITIES 
 SECTION 301. Title;
Terms. 
 The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 

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

(a) the title of the securities of such series, which shall distinguish the Securities of the series from all other Securities; 

(b) the limit, if any, upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of the same series pursuant to Section 304, Section 305, Section 306,
Section 906 or Section 1108 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); provided, however, that the authorized aggregate principal
amount of such series may be increased above such amount by a Board Resolution to such effect; 
 (c) the Stated Maturity or Maturities on
which the principal of the Securities of such series is payable or the method of determination thereof; 
 (d) the rate or rates, if any, at
which the Securities of such series shall bear interest or the method of determining such rate or rates, the Interest Payment Dates on which such interest shall be payable, the right, if any, of the Company to defer or extend an Interest Payment
Date, the Regular Record Date (if other than as defined in this Indenture) for the interest payable on any Interest Payment Date and the dates from which interest shall accrue and the method of determining these dates; 

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

(f) the period or periods within or the date or dates on which, if any, the price or prices at which and the terms and conditions upon which
the Securities of such series may be redeemed or prepaid, in whole or in part, at the option of the Company; 

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

(h) the denominations in which any Securities of such series shall be issuable, if other than denominations of $1,000 and any integral
multiple thereof; 
 (i) if other than Dollars, the currency or currencies (including currency unit or units) in which the principal of (and
premium, if any) and interest, if any, on the Securities of the series shall be payable, or in which the Securities of the series shall be denominated; 

(j) the additions, modifications or deletions, if any, in the Events of Default or covenants of the Company set forth herein with respect to
the Securities of such series; 
 (k) if other than the principal amount thereof, the portion of the principal amount of Securities of such
series that shall be payable upon declaration of acceleration of the Maturity thereof; 
 (l) the additions or changes, if any, to this
Indenture with respect to the Securities of such series as shall be necessary to permit or facilitate the issuance of the Securities of such series in bearer form, registrable or not registrable as to principal, and with or without interest coupons;

 (m) any index or indices used to determine the amount of payments of principal of and premium, if any, on the Securities of such series
or the manner in which such amounts will be determined; 
 (n) the issuance of a temporary Global Security representing all of the
Securities of such series and the terms upon which such temporary Global Security may be exchanged for definitive Securities of such series; 

(o) whether the Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and, in such case,
the identity of the Depositary for such Global Securities; 
 (p) the appointment of any Paying Agent or Agents for the Securities of such
series; 
 (q) the terms and conditions of any right or obligation on the part of the Company, or any option on the part of the Holders, to
convert or exchange Securities of such series into cash or any other securities or property of the Company or any other Person, and the additions or changes, if any, to this Indenture with respect to the Securities of such series to permit or
facilitate such conversion or exchange; 

  
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 (r) the relative degree, if any, to which the Securities of the series shall be senior to or
be subordinated to other series of Securities in right of payment, whether such other series of Securities are Outstanding or not; 
 (s)
whether and under what circumstances any or all of the provisions of this Indenture relating to the subordination of the Securities (including the provisions of Article Twelve), or different subordination provisions, including a different definition
of “Senior Indebtedness,” will apply or cease to apply to Securities of the series; and 
 (t) any other terms of the Securities
of such series (which terms shall not be inconsistent with the provisions of this Indenture). 
 All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise be provided herein or in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any such indenture supplemental hereto. 

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

SECTION 302. Denominations. 
 The
Securities of each series shall be in registered form without coupons and shall be issuable in denominations of $1,000 and any integral multiples thereof, unless otherwise specified as contemplated by Section 301. 

SECTION 303. Execution, Authentication, Delivery and Dating. 

The Securities shall be executed on behalf of the Company by its Chairman of the Board of Directors, any Vice Chairman of the Board of
Directors, Chief Executive Officer, President or any Vice President. The signature of any of these officers on the Securities may be manual or facsimile. 

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the
Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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. If the form or
terms of the Securities of the series have been established in or pursuant to a Board Resolution or indenture supplemental hereto, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall receive, and (subject to Section 601) will be fully protected in relying upon, an Opinion of Counsel stating: 

(i) if the form or terms of such Securities have been established by or pursuant to a Board Resolution or indenture
supplemental hereto as permitted by Section 301, that such form or terms have been established in conformity with the provisions of this Indenture, 

  
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 (ii) that such Securities, when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof
may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting creditors’ rights and by general principles of equity; and 

(iii) that all laws and requirements in respect of the execution and delivery by the Company of such Securities have been
complied with. 
 Notwithstanding the provisions of the preceding paragraph, if all Securities of a series are not to be originally issued
at one time, it shall not be necessary to deliver the Company Order otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such Company Order is delivered at or prior to the
authentication upon original issuance of the first Security of such series to be issued. 
 Each Security shall be dated the date of its
authentication. 
 No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there
appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, 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. 
 Minor typographical and other minor errors in the text of any Security shall not affect the
validity and enforceability of such Security if it has been duly authenticated and delivered by the Trustee. 
 The Company shall execute
and the Trustee shall authenticate and deliver one or more Global Securities with respect to each series of Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the initially issued Securities of
such series, (ii) shall be registered in the name of the Depositary or the nominee of the Depositary, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a
legend substantially in the form required in Section 202. 

  
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 The Depositary must, at all times while it serves as such Depositary, be a clearing agency
registered under the Exchange Act, and any other applicable statute or regulation. 
 The Trustee shall have the right to decline to
authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines in good faith that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose
the Trustee to personal liability to existing Holders. 
 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 of any series in lieu of which
they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. 

If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company in a Place of Payment
without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, 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 and having the same Original Issue Date and Stated Maturity and having the same terms as such temporary Securities. Until so exchanged, the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities. 
 SECTION 305. Registration, Registration of Transfer and Exchange. 

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

  
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 Upon surrender for registration of transfer of any Security at the office or agency of the
Company in a Place of Payment, 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 tenor and aggregate principal amount, of the same original Issue Date and Stated Maturity and having the same terms. 
 Notwithstanding
any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, a Global Security representing all or a portion of the Securities may not be transferred except as a whole
by the Depositary to a nominee of such Depositary, or by a nominee of such Depositary to such Depositary or another nominee of such Depositary, or by such Depositary or any such nominee to a successor Depositary or nominee of such successor
Depositary. 
 At the option of the Holder, Securities may be exchanged for other Securities, of the same series of any authorized
denominations, of like tenor and aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 

If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary
shall cease to be a clearing agency registered under the Exchange Act as provided in Section 303, the Company shall appoint a successor Depositary. If a successor Depositary is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities, will authenticate and make available for delivery,
individual Securities in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing the Securities in exchange for such Global Security or Securities. 

The Company may at any time and in its sole discretion (subject to the procedures of the Depositary) determine that individual Securities
issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Securities, will authenticate and make available for delivery, individual Securities in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing the Securities in exchange for such
Global Security or Securities. 

  
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 The Depositary may surrender a Global Security in exchange in whole or in part for
individual Securities on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and make available for delivery, without service charge: 

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

(ii) to such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount
of the surrendered Global Security and the aggregate principal amount of individual Securities delivered to Holders thereof. 
 Upon the
exchange of a Global Security for individual Securities in an aggregate principal amount equal to the principal amount of such Global Security, such Global Security shall be canceled by the Trustee. Individual Securities issued in exchange for a
Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall make available for delivery such individual Securities to the Persons in whose names such Securities are so registered. 

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

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

No service charge shall be made to a Holder for any registration of transfer or exchange of Securities, but the Company may require payment of
a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, Section 906 or
Section 1108 not involving any transfer. 
 Neither the Company nor the Trustee shall be required, pursuant to the provisions of this
Section: (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 Business Days before the day of the mailing of a notice of redemption of any such Securities selected
for redemption of Securities pursuant to Article Eleven and ending at the close of business on the day of such mailing of notice of redemption; or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or
in part, except, in the case of any Security to be redeemed in part, any portion thereof that is not redeemed. 

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

If any mutilated Security is surrendered to the Trustee together with such security or indemnity as may be required by the Company or the
Trustee to save each of them harmless, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same issue and series, of like tenor and principal amount, having the same Original Issue Date
and Stated Maturity and bearing the same Interest Rate as such mutilated Security, and bearing a number not contemporaneously outstanding. 

If there shall be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona
fide purchaser, the issuing Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same issue and series of like tenor and principal
amount, having the same Original Issue Date and Stated Maturity and bearing the same Interest Rate as such destroyed, lost or stolen Security, and bearing a number not contemporaneously outstanding. 

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

Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other
Securities duly issued hereunder. 
 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
 SECTION 307. Payment of Interest;
Interest Rights Preserved. 
 Interest on any Security of any series which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest in respect of Securities of such series.
The initial payment of interest on any Security of any series which is issued between a Regular Record Date and the related Interest Payment Date shall be payable as provided in such Security or in the Board Resolution pursuant to Section 301
with respect to the related series of Securities. 

  
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 Any interest on any Security which is payable, but is not timely paid or duly provided for,
on any Interest Payment Date for Securities of such series (herein called “Defaulted Interest”), shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below: 
 (1) The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series in respect of which interest is in default (or their respective Predecessor Securities) are registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date
of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first class, postage prepaid, to each Holder of a Security of such series at the address of such Holder as it appears in the Security Register not less than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). 
 (2)
The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of the series in respect of which interest is
in default may be listed, and upon such notice as may be required by such exchange (or by the Trustee if the Securities are not listed), if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such
manner of payment shall be deemed practicable by the Trustee. 
 Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 

  
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 SECTION 308. Persons Deemed Owners. 

The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Security is registered as the
owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 
 None of the Company,
the Trustee, the Paying Agent, the Security Registrar or any agent of the Company, the Trustee, the Paying Agent or the Security Registrar, shall have any responsibility or obligation to any beneficial owner in a Global Security, a direct or
indirect participant in the Depositary (“Agent Member”) or any other Person (other than the Depositary) with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member, with respect to any ownership
interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to
such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the
Depositary or its nominee in the case of the Global Security). The rights of beneficial owners in the Global Security shall be exercised only through the Depositary subject to the applicable procedures thereof. The Company, the Trustee, the Paying
Agent, the Security Registrar or any agent of the Company, the Trustee, the Paying Agent or the Security Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its
members, participants and any beneficial owners. The Company, the Trustee, the Paying Agent, the Security Registrar or any agent of the Company, the Trustee, the Paying Agent or the Security Registrar shall be entitled to deal with the Depositary,
and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and
the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the
Company, the Trustee, the Paying Agent or the Security Registrar or any agent of the Company, the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect
to such Global Security, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Agent Member or between or
among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security. 

  
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 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 shall 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. 
 None of the Company, the Trustee, the Paying Agent or the Security Registrar or any agent of the Company, the Trustee, the
Paying Agent or the Security Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any
interest in any Security (including any transfers between or among Depositary participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly
required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 

SECTION 309. Cancellation. 
 All
Securities surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities and Securities 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. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be
disposed of by the Trustee in accordance with its customary procedures or as directed by a Company Order; provided, however, that the Trustee shall not be required to destroy Securities. The Trustee shall deliver to the Company a
certificate evidencing the disposition of the cancelled Securities upon its request therefor. Acquisition by the Company of any Security shall not operate as a redemption or satisfaction of the indebtedness represented by such Security unless and
until the same is delivered to the Trustee for cancellation. 
 SECTION 310. Computation of Interest. 

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

  
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 SECTION 311. CUSIP Numbers. 

The Company in issuing any series of the Securities may use CUSIP numbers, if then generally in use, and thereafter with respect to such
series, the Trustee may use such numbers in any notice of redemption or exchange with respect to such series provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the
Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee of any change in the CUSIP numbers. 
 SECTION 312. Original Issue Discount 

If any of the Securities is an Original Issue Discount Security, the Company shall file with the Trustee promptly at the end of each calendar
year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific information relating to such
original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time. 
 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
Securities of a series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for) and the Trustee at the expense of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture with respect to such Securities, when: 
 (1) either 

(A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or 

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

(i) have become due and payable, or 

  
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 (ii) will become due and payable at their Stated Maturity within one year of
the date of deposit, or 
 (iii) are to be called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, 
 and the Company, in the case of (i), (ii)
or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds: (A) money; (B) Government Obligations 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, money; or (C) a combination thereof, in each case in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a
written certification (which shall not be subject to the requirements of Section 102) thereof delivered to the Trustee of such series (which opinion need only be provided if Government Obligations have been so deposited), to pay and discharge,
and which shall be applied by the Trustee, to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in
the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 
 (2) the
Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to such Securities; 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 with respect to such Securities
have been complied with. 
 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee
under Section 607, the obligations of the Company to any Authenticating Agent under Section 614 and, if money and/or Government Obligations shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive such satisfaction and discharge. 

SECTION 402. Application of Trust Money. 

Subject to the provisions of the last paragraph of Section 1003, all money and Governmental Obligations deposited with the Trustee
pursuant to Section 401 and all proceeds of such Governmental Obligations and the interest thereon, shall be held in trust and applied by it, in accordance with the provisions of the Securities of the applicable series 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 any premium and interest for whose payment such money
and Governmental Obligations have been deposited with the Trustee. 

  
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 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the Government Obligations deposited pursuant to Section 401 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of
Outstanding Securities. 
 Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from
time to time upon Company Request any money or Government Obligations held by it as provided in Section 401 with respect to any Securities 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 the satisfaction and discharge with respect to such Securities. 

ARTICLE FIVE 
 REMEDIES 

SECTION 501. Events of Default. 

“Event of Default”, wherever used herein with respect to the Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body): 
 (1) default in the payment of any interest upon any Security of that series when it becomes due and payable, and such
default continues for a period of 30 days; or 
 (2) default in the payment of the principal of or premium, if any, on any Security of that
series at its Maturity; or 
 (3) default in the performance, or breach, of any covenant or warranty of the Company in respect of the
Securities of that series (other than a covenant or warranty a default in the performance of which or the breach of which is specifically dealt with elsewhere in this Section), 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 aggregate 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 

(4) the entry by a court having jurisdiction in the premises of a decree or order for relief in respect of the Company or any Principal
Subsidiary in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law, and the continuance of any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 90 consecutive days; or 

  
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 (5) the commencement by the Company or any Principal Subsidiary of a voluntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law; or 
 (6) any other Event of
Default specified with respect to Securities of that series as contemplated in Section 301. 
 SECTION 502. Acceleration of Maturity;
Rescission and Annulment. 
 If an Event of Default (other than an Event of Default specified in Section 501(4) or 501(5)) with
respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series may declare the
principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable, provided that the payment of principal
and any premium and interest on such Securities shall remain subordinated to the extent provided in Article Twelve. If an Event of Default specified in Section 501(4) or Section 501(5) with respect to Securities of a series at the time
Outstanding occurs, the principal amount of all the Securities of such series (or specified amount) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable subject
to the subordination provisions in Article Twelve. 
 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 provided, the Holders of not less than a majority in aggregate principal amount of the Outstanding
Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: 

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

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

(B) the principal of, and premium, if any, on, any Securities of that series which have become due otherwise than by such
declaration of acceleration and any interest thereon at the rate or rates borne by such Securities, 
 (C) to the extent that
payment of such interest is lawful, interest upon overdue installments of interest at the rate or rates borne by or prescribed therefor in such Securities, and 

  
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 (D) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and 
 (2) all Events of Default with respect to
Securities of that series, other than the non-payment of the principal (or a specified portion of the principal) of and interest on Securities of that series which has become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 513. 
 No such rescission shall affect any subsequent default or impair
any right consequent thereon. 
 SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee. 

The Company covenants that if: 

(1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a
period of 30 days, or 
 (2) default is made in the payment of the principal or premium, if any, on any Security at the Maturity thereof,

 the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such
Securities for principal, including any sinking fund payment or analogous obligations (and premium, if any) and interest, including, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal or
premium, if any, and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
 If the Company fails to pay such amounts
forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon the Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Securities,
wherever situated. 
 If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 

  
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 SECTION 504. Trustee May File Proofs of Claim. 

In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors: 

(a) the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, 

(i) to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee
allowed in any such proceeding, and 
 (ii) in particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute the same in accordance with Section 506; and 
 (b) any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee for distribution in accordance with Section 506,
and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 607. 
 No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or
other similar committee. 
 SECTION 505. Trustee May Enforce Claims Without Possession of Securities. 

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


  
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 SECTION 506. Application of Money Collected. 

Any money or property collected or to be applied by the Trustee with respect to a series of Securities pursuant to this Article or, after an
Event of Default, any money or other property distributable in respect of the Company’s obligations under this Indenture 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 or property on account of principal or any premium, if any, or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 

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

SECOND: Subject to Article Twelve, to the payment of the amounts then due and unpaid upon such series of Securities for principal (and
premium, if any) and interest in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such series of Securities for principal
(and premium, if any) and interest, respectively; and 
 THIRD: To the payment of the remainder, if any, to the Company, its successors or
assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. 
 SECTION 507. Limitation
on Suits. 
 No Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 
 (1) such Holder has
previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; 
 (2) the
Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 

(3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request; 
 (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity
has failed to institute any such proceeding; and 
 (5) no direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in aggregate 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 (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly
prejudicial to 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 of
such Holders. 

  
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 SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest. 

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional,
to receive payment of the principal of (and premium, if any) and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 
 SECTION 509.
Restoration of Rights and Remedies. 
 If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee, the Company and the Holders shall continue as though no such proceeding had been
instituted. 
 SECTION 510. Rights and Remedies Cumulative. 

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. 
 SECTION 511. Delay or Omission Not Waiver. 

No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Subject to Section 507, every right and remedy given by this Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 

  
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 SECTION 512. Control by Holders. 

The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: 

(1) such direction shall not be in conflict with any rule of law or with this Indenture, involve the Trustee in personal liability or be unduly
prejudicial to the Holders of the Securities not joining in the action; and 
 (2) the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction. 
 SECTION 513. Waiver of Past Defaults. 

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

(1) in the payment of the principal of, or premium, if any, or interest on, any Security of such series; or 

(2) in respect of a covenant or provision hereof which under Article 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 impair any right consequent thereon. 

SECTION 514. Undertaking for Costs. 

All parties to this Indenture agree, and each holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such
suit to file an undertaking to pay the costs of such suit, and that court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any such party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided, that neither this Section nor the Trust Indenture Act shall be deemed to authorize any
court to require such an undertaking or to make such an assessment in any suit instituted by the Company or 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 any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security on or after the respective Stated Maturities expressed in such
Security (or in the case of redemption, the Redemption Date). 

  
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 ARTICLE SIX 

THE TRUSTEE 
 SECTION 601. Certain Duties
and Responsibilities. 
 (a) Except during the continuance of an Event of Default, 

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee; and 
 (2) in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of
any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this
Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein). 

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

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that 
 (1) this Subsection (c) shall not be construed to limit the effect of
Subsections (a) or (d) of this Section; 
 (2) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (3) the Trustee
shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series, determined as provided
herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series.


  
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 (d) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it believes that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. 
 (e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 601. 
 (f) The
Trustee shall not be responsible for the application of any money by any Paying Agent other than the Trustee. 
 SECTION 602. Notice of
Defaults. 
 Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee
shall transmit by first-class mail, postage prepaid, to all Holders of Securities of such series, as their names and addresses appear in the Security Register, notice of such default hereunder known to the Trustee, unless such default shall have
been cured or waived; provided, however, that, except in the case of a default of the character specified in Section 501(1) or Section 501(2), the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders of Securities of such series; and
provided, further, that in the case of any default of the character specified in Section 501(3) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series 

SECTION 603. Certain Rights of Trustee. 

Subject to the provisions of Section 601: 

(1) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or
parties; 
 (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company
Order, and any resolution of the Board of Directors shall be sufficiently evidenced by a 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, conclusively rely upon an Officers’ Certificate; 

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

(5) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole
cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; 
 (6) 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; 
 (7) the Trustee’s rights, privileges, benefits, immunities and protections from
liability and its rights to compensation and indemnification in connection with the performance of its duties under this Indenture shall extend to the Trustee’s officers, directors, agents and employees and its services as Paying Agent,
Security Registrar or any other role assumed by the Trustee hereunder or to which it has been appointed with respect to the Securities issued hereunder. Such immunities and protections and right to indemnification, together with the Trustee’s
right to compensation, shall survive the Trustee’s resignation or removal and final payment of the Securities; 
 (8) the Trustee is
not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture; 

(9) the Trustee shall not be deemed to have knowledge of any “default” or Event of Default hereunder except (i) during any
period it is serving as Paying Agent for the Securities of a series, any Event of Default pursuant to Section 501(1) or Section 501(2), or (ii) any default or Event of Default of which a Responsible Officer shall have received written
notification at its Corporate Trust Office from the Company or Holders of at least 25% in aggregate principal amount of the Securities of the series with respect to which such default or Event of Default has occurred and is continuing, and such
notice references the Securities and the Indenture. The term “default” as used in this Section 603 shall mean any event which is, or after notice of lapse of time or both would become, an Event of Default with respect to Securities of
a series; and 

  
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 (10) the Trustee shall be under no obligation to exercise any of the rights or powers vested
in it by this Indenture (other than the payment of debt service on the Securities from moneys furnished to it pursuant hereto), whether at the request or direction of the Holders or any other Person, pursuant to this Indenture or otherwise, unless
it shall have been offered indemnity or security satisfactory to the Trustee against the fees, advances, costs, expenses and liabilities which might be incurred by it in connection with the exercise of any such rights or powers. 

(11) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it
to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. 
 (12) In no event shall the Trustee be
responsible or liable for special, indirect, punitive, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action. 
 (13) The Trustee may request that the Company deliver a certificate setting forth the names
of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded; and 
 (14) The Trustee shall not be responsible or liable
for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its control, including, without limitation, any provision of any law or regulation or any
act of any governmental authority, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication
services; accidents; labor disputes; acts of civil or military authority and governmental action. 
 SECTION 604. Not Responsible for Recitals or
Issuance of Securities. 
 The recitals contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 

The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty
to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty, or covenant, or agreement of any Person, other than the Trustee, made in this Indenture. 

  
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 SECTION 605. May Hold Securities. 

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to Section 608 and Section 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent. 
 SECTION 606. Money Held in Trust. 

Money held by the Trustee 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 agreed with the Company herein or otherwise. 
 SECTION 607.
Compensation and Reimbursement. 
 The Company agrees: 

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

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents or attorneys), except any such expense, disbursement or
advance as may be attributable to the negligence or willful misconduct of it or of its agents or attorneys; and 
 (3) to indemnify, defend
and to hold the Trustee and its officers, directors, employees, attorneys and agents harmless against, any loss, liability or expense including taxes (other than taxes based upon the income of the Trustee) incurred without gross negligence or
willful misconduct on its part or on the part of its agents or attorneys, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against
any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection therewith or with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this
Section. 
 As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the
Securities as to all property and funds held or collected by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section except with respect to funds held in trust for the benefit of the Holders of particular Securities.


  
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 In addition to, but without prejudice to its other rights under this Indenture or applicable
law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(4) or Section 501(5), 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. 

The provisions of this Section shall survive the termination for any reason of this Indenture, the satisfaction and discharge of the Indenture
and the resignation or removal of the Trustee. 
 “Trustee” for purposes of this Section shall include any predecessor Trustee;
provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. 

SECTION 608. Disqualification; Conflicting Interests. 

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate
such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. 

To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a
trustee under this Indenture with respect to Securities of more than one series or by virtue of being trustee under the Subordinated Indenture dated as of June 29, 2007, between the Company and The Bank of New York Mellon (formerly known as The
Bank of New York), as Trustee. 
 SECTION 609. Corporate Trustee Required; Eligibility. 

There shall at all times be a Trustee hereunder which shall (i) be a Person organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, (ii) be authorized under such laws to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $50,000,000 (or, in the case of the initial
Trustee hereunder, have a combined capital and surplus meeting the requirements of the Trust Indenture Act and be a wholly owned subsidiary of a Person that would otherwise meet the eligibility requirements of this Section), and (iv) be subject
to supervision or examination by Federal or State authority. If such Person files reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so filed. If at any time the Trustee shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article Six. Neither the Company nor any Person directly or indirectly controlling, controlled by or under common control with the Company
shall serve as Trustee for the Securities of any series issued hereunder. 

  
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 SECTION 610. Resignation and Removal; Appointment of Successor. 

No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611. 
 The Trustee may
resign as Trustee at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to
the resigning Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to
the Securities of such series. 
 The Trustee may be removed as Trustee hereunder 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 at any time an instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 calendar days after the date a notice of removal is delivered to the Trustee, the Trustee being removed may, at the expense of the Company, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series. 
 If at any time: 

(1) the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months; or 
 (2) the Trustee shall cease to be eligible under Section 609 and shall fail to
resign after written request therefor by the Company or by any such Holder; or 
 (3) the Trustee shall become incapable of acting or shall
be adjudged 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, (A) the Company by a Board Resolution may remove the Trustee, or (B) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee 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 a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series and


  
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shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and shall have accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series. 
 The Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of such
series as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 

SECTION 611. Acceptance of Appointment by Successor. 

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

  
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of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the
Securities of that or those series to which the appointment of such successor Trustee relates. 
 (c) Upon request of any such successor
Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the paragraph (a) or (b) of this Section, as the case
may be. 
 (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article. 
 SECTION 612. Merger, Conversion, Consolidation or Succession to Business. 

Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Person shall be
otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated
such Securities. 
 SECTION 613. Preferential Collection of Claims Against Company. 

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

  
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 SECTION 614. Appointment of Authenticating Agent. 

The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a Person organized and doing business under the laws of the United States of America, any State, Territory or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent files reports of
condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so filed. 
 If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 

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

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in
Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. 

  
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 No successor Authenticating Agent shall be appointed unless eligible under the provisions of
this Section. 
 The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under
this Section as agreed to in writing between the parties. 
 If an appointment with respect to one or more series is made pursuant to this
Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: 

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

 

			
	The Bank of New York Mellon as Trustee
		
	By:	 	 
		 	As Authenticating Agent
		
	By:	 	 
		 	Authorized Signatory


 ARTICLE SEVEN 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders. 

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

(1) semi-annually, not more than 10 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders of Securities as of such Regular Record Date; 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 10 days prior to the time such list is furnished; provided, that no such list need be provided in
any case to the extent it would include names and addresses received by the Trustee in its capacity as Security Registrar. 

  
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 SECTION 702. Preservation of Information; Communications to Holders. 

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon
receipt of a new list so furnished. 
 The rights of Holders to communicate with other Holders with respect to their rights under this
Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. 

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

SECTION 703. Reports by Trustee. 

The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant thereto. 
 Reports so required to be transmitted at stated
intervals of not more than 12 months shall be transmitted no later than [_________] in each calendar year, commencing in the year [in][after] which this Indenture is executed. 

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company will notify the Trustee whenever any Securities are listed on any stock exchange. 

SECTION 704. Reports by Company. 

The Company shall: 
 (1) file
with the Trustee, within 15 days after the Company 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 may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with 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 Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules
and regulations. All reports, information and documents described in this Section 704(1) and filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (EDGAR) system or any successor system shall be deemed to
be filed with the Trustee. The Trustee has no responsibility or liability to determine whether any such filing shall have occurred. 

  
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 (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, 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 all Holders, as their names and addresses appear in the Security Register, within 30 days after
the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to Clauses (1) and (2) of this Section as may be required by rules and regulations prescribed from time
to time by the Commission. 
 Delivery of such reports, information and documents to the Trustee is for informational purposes only and the
Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which
the Trustee is entitled to conclusively rely exclusively on Officers’ Certificates). 
 ARTICLE EIGHT 

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms. 

(a) Subject to Section 801(c), so long as Securities are Outstanding, the Company shall not consolidate with or merge with or into any
other Person or convey, transfer or lease its assets substantially as an entirety to any Person, unless: 
 (1) in case the Company shall
consolidate with or merge with or into another Person or convey, transfer or lease its assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by
conveyance or transfer, or which leases, the assets of the Company substantially as an entirety shall be a corporation, partnership, trust or limited liability company, organized and validly existing under the laws of the United States of America,
any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities
and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; and 
 (2)
immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and 

(3) the Company has delivered to the Trustee an Opinion of Counsel, stating that such consolidation, merger, conveyance, transfer or lease
and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this Article. 

  
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 (b) Subject to Section 801(c), any indebtedness which becomes an obligation of the
Company or any Subsidiary as a result of any such transaction shall be treated as having been incurred by the Company or such Subsidiary at the time of such transaction. 

(c) The provisions of Section 801(a) and Section 801(b) shall not be applicable to: 

(1) the direct or indirect conveyance, transfer or lease of all or any portion of the stock, assets or liabilities of any of the Company’s
wholly owned Subsidiaries to the Company or to other wholly owned Subsidiaries of the Company; or 
 (2) any recapitalization transaction, a
change of control of the Company or a highly leveraged transaction unless such transaction or change of control is structured to include a merger or consolidation by the Company or the conveyance, transfer or lease of the Company’s assets
substantially as an entirety. 
 SECTION 802. Successor Corporation Substituted. 

Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the assets
of the Company substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of any lease, the Company shall be
relieved of all obligations and covenants under this Indenture and the Securities and may be dissolved and liquidated. 
 In case of any
such consolidation, merger, conveyance, transfer or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate. 

ARTICLE NINE 
 SUPPLEMENTAL
INDENTURES 
 SECTION 901. Supplemental Indentures Without Consent of Holders. 

Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time,
may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 
 (1) to
evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or 

  
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 (2) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or
to surrender any right or power herein conferred upon the Company; or 
 (3) to provide for the issuance under this Indenture of Securities
in bearer form (including securities registrable as to principal only) and to provide for exchangeability of such Securities for Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose; or 

(4) to establish the form or terms of Securities of any series as permitted by Section 201 or Section 301; or 

(5) to add to the covenants of the Company for the benefit of the Holders of all Securities 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 

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

(7) to secure the Securities; 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 provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee pursuant to the requirements of Section 611(b); or 

(9) to cure any ambiguity or mistake, 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 as the Company may deem necessary or desirable, provided that such action pursuant to this Clause (9) shall not adversely
affect the interests of the Holders of Securities of any series in any material respect; or 
 (10) to conform any provision hereof to the
requirements of the Trust Indenture Act or otherwise as necessary to comply with applicable law; or 
 (11) to modify the provisions in
Article Twelve of this Indenture with respect to the subordination of Outstanding Securities of any series in a manner not materially adverse to the Holders thereof; or 

(12) to make any change that does not adversely affect the rights of any Holder in any material respect. 

  
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 After a supplemental indenture under this Section 901 becomes effective, the Company
shall mail to the Holders affected thereby a notice briefly describing such supplemental indenture. Any failure of the Company to mail such notice, or any defect therein, shall not in any way impair or affect the validity of any such supplemental
indenture. 
 SECTION 902. Supplemental Indentures With Consent of Holders. 

With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: 
 (1) change the Stated
Maturity of the principal of, or any installment of interest payable on, any Outstanding Security, or reduce the principal amount of or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of
principal of an Original Issue Discount Security that would be due and payable upon redemption or would be provable in bankruptcy, or adversely affect any right of repayment of the Holder of any Security or change the Place of Payment or the coin or
currency in which, any Outstanding Security or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date); or 
 (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose
Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences or reduce the quorum or
voting requirements provided for in this Indenture; or 
 (3) modify any of the provisions of this Section, Section 513 or
Section 1007, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided,
however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1007, or the deletion of this
proviso, in accordance with the requirements of Section 611 and Section 901(8); or 
 (4) modify the provisions of Article Twelve
of this Indenture with respect to the subordination of Outstanding Securities in a manner materially adverse to the Holders thereof. 

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

After a supplemental indenture under this Section 902 becomes effective, the Company shall mail to the Holders affected thereby a notice
briefly describing such supplemental indenture. Any failure of the Company to mail such notice, or any defect therein, shall not in any way impair or affect the validity of any such supplemental indenture. 

SECTION 903. Execution of Supplemental Indentures. 

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel each stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture, and that all conditions precedent have been complied with. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties, protections, privileges, indemnities, liabilities or immunities under this Indenture or otherwise. 
 SECTION 904.
Effect of Supplemental Indentures. 
 Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 

SECTION 905. Conformity with Trust Indenture Act. 

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

 SECTION 906. Reference in Securities to Supplemental Indentures. 

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

  
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 ARTICLE TEN 

COVENANTS 
 SECTION 1001. Payment of
Principal, Premium and Interest. 
 The Company covenants and agrees for the benefit of each series of Securities that it will duly and
punctually pay the principal of, premium, if any, and interest on the Securities of that series in accordance with the terms of such Securities and this Indenture. 

Unless otherwise specified as contemplated by Section 301, the Company shall pay interest on overdue amounts at the rate borne or
prescribed therefor in the Securities, and it shall pay interest on overdue interest at the same rate (to the extent that the payment of such interest shall be legally enforceable), which interest on overdue interest shall accrue from the date such
amounts became overdue. 
 SECTION 1002. Maintenance of Office or Agency. 

So long as any Securities remain Outstanding, the Company will maintain in the Borough of Manhattan, The City of New York and each other Place
of Payment for any series, an office or agency where Securities of that series may be presented or surrendered for payment, and an office or agency where Securities may be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company initially appoints the Trustee, acting through its Corporate Trust Office, as its agent for said purposes. The Company will give written notice
to the Trustee of the location, and any change in the location, of any 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, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 

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

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

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

Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of the principal of or interest on any Securities,
deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee), if applicable, the
Company will promptly notify the Trustee of its 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, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent, (2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities) in the making of any payment of principal (and premium, if any) or interest, and (3) at any time
during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. 

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

Any money or Government Obligation (including any proceeds thereof and the interest thereon) deposited with the Trustee or any Paying Agent,
or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Security and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid
to the Company upon Company Request (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) or (if then held by the Company) shall (unless otherwise required by mandatory provision of
applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease. 

  
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 SECTION 1004. Statement by Officers as to Default. 

The Company will deliver to the Trustee on or before May 1 of each year ending after the date hereof, an Officers’ Certificate
covering the preceding calendar year, stating whether or not, to the best knowledge of the signers thereof, the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture and, if the
Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. 
 SECTION 1005.
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 legal existence. 
 SECTION 1006. Limitation on Liens on Stock of Principal Subsidiaries. 

(a) So long as Securities are outstanding, the Company will not, and it will not permit any Subsidiary of the Company to, at any time directly
or indirectly create, assume, incur or permit to exist Lien on any voting securities of Principal Subsidiaries, or the voting securities of a Subsidiary that owns, directly or indirectly, the voting securities of any of the Principal Subsidiaries
(whether such voting securities are now owned or hereafter acquired) securing Indebtedness of the Company or any Subsidiary that by its terms is expressly subordinated in right of payment to or ranks pari passu in right of payment with the
Securities without making effective provision whereby the Securities of each series then Outstanding (and, if the Company so elects, any other Indebtedness of the Company that is not subordinate to the Securities and with respect to which the
governing instruments require, or pursuant to which the Company is otherwise obligated or required, to provide such security), other than series which by their terms are not entitled to the benefits of this Section, shall be equally and ratably
secured with, or prior to, such secured Indebtedness; it being understood that in such event the Company may also secure any other such Indebtedness of the Company or such Principal Subsidiary entitled thereto, subject to any applicable priority of
payment. For purposes of this Section 1006 only, “Indebtedness”, in addition to those items specified in Section 101 hereof, shall include any obligation of, or any such obligation guaranteed by, any Person for the payment of
amounts due under a swap agreement or other similar instrument or agreement or foreign currency hedge exchange or similar instrument or agreement. 

(b) The provisions of paragraph (a) of this Section shall not, however, apply to any Indebtedness secured by any one or more of the
following: 
 (1) Liens on voting securities existing at the time of the direct or indirect acquisition of such securities by the Company or
a Subsidiary; 
 (2) Liens securing Indebtedness of a Subsidiary owing to the Company or to a wholly-owned Subsidiary; and 

  
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 (3) any extension, renewal or replacement (or successive extensions, renewals or
replacements) in whole or in part of any Liens referred to in the foregoing clauses (1) and (2), inclusive; provided, however, that the principal amount of such Indebtedness secured thereby shall not exceed the principal amount of
such Indebtedness so secured at the time of such extension, renewal or replacement. 
 (c) Notwithstanding the foregoing provisions of this
Section 1006, the Company and any one more Subsidiaries may without securing any of the Securities issue, assume or guarantee Indebtedness secured by any Lien which would otherwise be subject to the foregoing restrictions in an aggregate amount
which, together with all other Indebtedness of the Company and its Subsidiaries issued, assumed or guaranteed under the provisions of this subsection (c) (not including Indebtedness permitted to be secured under Section 1006(b)) does not exceed
10% of Consolidated Net Tangible Assets, as calculated by reference to the balance sheet contained in the Company’s most recent quarterly financial statements. 

SECTION 1007. Waiver of Certain Covenants. 

The Company may omit in any particular instance to comply with any term, provision, covenant or condition set forth in any covenant provided
pursuant to Section 301(j) or Section 901(5) for the benefit of the Holders or in Section 1006 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 the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect. 
 ARTICLE ELEVEN 

REDEMPTION OF SECURITIES 
 SECTION 1101.
Company’s Right of Redemption. 
 Unless otherwise specified as contemplated by Section 301 with respect to
the Securities of a particular series, and notwithstanding any additional redemption rights that may be so specified, the Company may, at its option, redeem the Securities of any series after their date of issuance in whole or in part at any time
and from time to time, subject to the provisions of this Section 1101 and the other provisions of this Article Eleven. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of a particular series, the
redemption price for any Security so redeemed shall be equal to 100% of the principal amount of such Securities then Outstanding plus accrued and unpaid interest up to but excluding the date fixed for redemption; provided, however,
that installments of accrued and unpaid interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the
relevant Regular Record Dates according to their terms and the provisions of Section 307, unless otherwise so specified. 

  
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 SECTION 1102. Applicability of Article. 

Redemption of Securities at the election of the Company, as permitted by any form of Security issued pursuant to this Indenture, shall be made
in accordance with such form of Security and this Article Eleven; provided, however, that if any provision of any such form of Security shall conflict with any provision of this Article, the provision of such form of Security shall
govern. Except as otherwise set forth in the form of Security for such series, each Security shall be subject to partial redemption only in the amount of $1,000 or integral multiples of $1,000. 

SECTION 1103. 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 Securities of a series, the Company shall, at least 45 days (or 35 days in the case of a redemption in whole of a Global Security) but not more than 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption
of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or (b) pursuant to an election of the Company which is subject to a condition specified in the terms of
such Securities, the Company shall furnish the Trustee with an Officers’ Certificate and an Opinion of Counsel evidencing compliance with such restriction or condition. 

SECTION 1104. Selection by Trustee of Securities to Be Redeemed. 

If less than all the Securities are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities not previously called for redemption, by such method as the Trustee in its sole discretion shall deem fair and appropriate
and which may provide for the selection for redemption of a portion of the principal amount of any Security, provided that with respect to Securities represented by one or more Global Securities, beneficial interests therein shall be selected for
redemption by the Depositary in accordance with its customary procedures therefor, provided further that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be
less than the minimum authorized denomination) for such Security. If less than all the Securities and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be
selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities and specified tenor not previously called for redemption in accordance with the preceding sentence. 

  
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 The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption as aforesaid and, in the case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed. 

The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. 
 For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to
the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. If the Company shall so direct,
Securities registered in the name of the Company, any Affiliate or any Subsidiary thereof shall not be included in the Securities selected for redemption. 

SECTION 1105. Notice of Redemption. 

Unless otherwise specified as contemplated by Section 301 with respect to Securities of a particular series, notice of redemption shall
be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at its address appearing in the Security Register. Unless the Company defaults in
payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on the Securities. 
 All notices of
redemption shall include the CUSIP number and state: 
 (1) the Redemption Date; 

(2) the Redemption Price, or if not then ascertainable, the manner of calculation thereof; 

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

  
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 Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request and with the notice information provided to the Trustee, by the Trustee in the name and at the expense of the Company and shall be irrevocable, provided, in the latter case, the Company
will give the Trustee at least five Business Day’s prior notice of the date of the giving of the notice (unless a shorter notice shall be satisfactory to the Trustee). The notice if mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder receives such notice. In any case, a failure to give such notice by mail or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Security. 
 SECTION 1106. Deposit of Redemption Price. 

Prior to 10:00 a.m. New York City time on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date. 
 SECTION 1107. Securities Payable on Redemption Date. 

Notice of redemption having been given pursuant to Section 1105, the Securities to be so redeemed shall, on the Redemption Date, become
due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear or accrue any interest. Upon
surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with any accrued but unpaid interest to, but excluding, the Redemption Date; provided,
however, that installments of accrued and unpaid interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of
business on the relevant Regular Record Dates according to their terms and the provisions of Section 307, unless in connection with a Redemption Date falling on an Interest Payment Date, the Securities of a particular series provide that
interest payable on an Interest Payment Date that is a Redemption Date shall be paid to the Person whom principal is payable. 
 If any
Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 

  
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 SECTION 1108. Securities Redeemed in Part. 

Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of like tenor, 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. 
 ARTICLE TWELVE 

SUBORDINATION OF SECURITIES 
 SECTION 1201.
Securities Subordinate to Senior Indebtedness. 
 The Company covenants and agrees, and each Holder of a Security, by its acceptance
thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the payment of the principal of (and premium, if any) and interest on each and all of the Securities is hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all amounts then due and payable in respect of all Senior Indebtedness. Each Holder of a Security, by his acceptance thereof, waives all notice of acceptance of the
subordination provisions contained herein by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred and waives reliance by each such holder upon said provisions. 

SECTION 1202. Payment Over Proceeds Upon Dissolution, Etc. 

Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the
benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a
“Proceeding”), the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or
cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or
securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such
payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities by
the Company or any Subsidiary and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities,
including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. 

  
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 In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or
the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Indebtedness is paid
in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment
or distribution, have been received by a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 
 For
purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or
securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the
Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of
its properties and assets as any entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions
set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such properties and assets as an
entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article Eight. 

SECTION 1203. Prior Payment to Senior Indebtedness Upon Acceleration of Securities. 

In the event that any Securities are declared due and payable before their Stated Maturity, then and in such event the holders of the Senior
Indebtedness outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full of all amounts due on or in respect of such Senior Indebtedness (including any amounts due upon acceleration), or provision
shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or
character, whether in cash, properties or securities (including any Junior Subordinated Payment) by the Company on account of the principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of
Securities by the Company or any Subsidiary; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment if any is contemplated by Section 301 for the Securities of any series by
delivering and crediting as contemplated by Section 301 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration. 

  
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 In the event that, notwithstanding the foregoing, the Company shall make any payment to the
Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if written notice of such fact shall, at least three Business Days prior to the time of such payment, have been received by a Responsible Officer of
the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. 

The provisions of this Section shall not apply to any payment with respect to which Section 1202 would be applicable. 

SECTION 1204. No Payment When Senior Indebtedness in Default. 

In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior
Indebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or in the event any judicial
proceeding shall be pending with respect to any such default in payment or such event of default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) shall
be made by the Company on account of principal of (or premium, if any) or interest, if any, on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary; provided, however, that
nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with this Indenture or as otherwise specified as contemplated by Section 301 for the Securities of any series by delivering and crediting as
specified as contemplated by Section 301 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. 

In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited
by the foregoing provisions of this Section, and if written notice thereof shall, at least three Business Days or prior to the time of such payment, have been received by the Trustee or, as the case may be, such Holder, then and in such event such
payment shall be paid over and delivered forthwith to the Company. 
 The provisions of this Section shall not apply to any payment with
respect to which Section 1202 would be applicable. 

  
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 SECTION 1205. Payment Permitted If No Default. 

Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time
except during the pendency of any Proceeding referred to in Section 1202 or under the conditions described in Section 1203 and Section 1204, from making payments at any time of principal of (and premium, if any) or interest on the
Securities, or (b) the application by the Trustee of any money or Government Obligations (or the proceeds thereof) deposited with it hereunder to the payment of or on account of the principal of (and premium, if any) or interest on the
Securities or the retention of such payment by the Holders, if, at least three Business Days prior to the time of such application by the Trustee, a Responsible Officer of the Trustee did not have knowledge that such payment would have been
prohibited by the provisions of this Article. 
 SECTION 1206. Subrogation to Rights of Holders of Senior Indebtedness. 

Subject to the payment in full of all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article
(equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to Senior Indebtedness of the Company to substantially the same extent as the Securities are subordinated to the Senior Indebtedness
and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property
and securities applicable to the Senior Indebtedness until the principal of (and premium, if any) and interest on the Securities shall be paid in full. For purposes of such subrogation or assignment, no payments or distributions to the holders of
the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the
holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Indebtedness. 
 SECTION 1207. Provisions Solely to Define Relative Rights. 

The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on
the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as between the Company and the Holders of the
Securities, the obligations of the Company, which are absolute and unconditional, to pay to the Holders of the Securities the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other than their rights in relation to the holders of Senior Indebtedness; or (c) prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture including, without limitation, filing and voting claims in any Proceeding, subject to the rights, if any,
under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder. 

  
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 SECTION 1208. Trustee to Effectuate Subordination. 

Each Holder of a Security by his or her acceptance thereof authorizes and directs the Trustee on his or her behalf to take such action as may
be necessary or appropriate to acknowledge or effectuate the subordination provided in this Article and appoints the Trustee his or her attorney-in-fact for any and all
such purposes. 
 SECTION 1209. No Waiver of Subordination Provisions. 

No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way
be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof that any such holder may have or be otherwise charged with. 
 SECTION 1210. Notice to Trustee. 

The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of
any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from any trustee, agent or
representative therefor (whether or not the facts contained in such notice are true); provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date
upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by a Responsible
Officer of the Trustee within three Business Days prior to such date. Notwithstanding anything herein to the contrary, funds held by the Trustee under Article Four or Thirteen (including the proceeds of Government Obligations) shall not be subject
to the claims of the holders of Senior Indebtedness under this Article Twelve. 
 SECTION 1211. Reliance on Judicial Order or Certificate of
Liquidating Agent, etc. 
 Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee, subject
to the provisions of Article Six, and the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee


  
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in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the
Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or an agent or representative of such holder or a trustee under any indenture under which any instruments evidencing any such Senior Indebtedness may have been issued) to establish that such notice has been given by a holder of such
Senior Indebtedness or such agent or representative or trustee on behalf of such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this Article Twelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the right of such Person under this Article Twelve, and, if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such Person to receive such payment or distribution. 
 SECTION 1212.
Trustee Not Fiduciary For Holders of Senior Indebtedness. 
 The Trustee, in its capacity as trustee under this Indenture, shall not
be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other Person cash,
property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise. 
 SECTION 1213. Rights
of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights. 
 The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder. 
 Nothing in this Article shall apply to the claims of, or payments to, the
Trustee under or pursuant to Sections 402, 506, 707 or 1305. 
 SECTION 1214. Article Applicable to Paying Agents. 

In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term
“Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee. 

  
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 SECTION 1215. Certain Conversions or Exchanges Deemed Payment. 

For the purposes of this Article only, (a) the issuance and delivery of junior securities upon conversion or exchange of Securities shall
not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest on securities or on account of the purchase or other acquisition of Securities, and (b) the payment, issuance or delivery of
cash, property or securities (other than junior securities) upon conversion or exchange of a Security shall be deemed to constitute payment on account of the principal of such security. For the purposes of this Section, the term “junior
securities” means (i) shares of any stock of any class of the Company and (ii) securities of the Company which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or
delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. 

ARTICLE THIRTEEN 
 DEFEASANCE AND
COVENANT DEFEASANCE 
 SECTION 1301. Company’s Option to Effect Defeasance or Covenant Defeasance. 

The Company may elect, at its option at any time, to have Section 1302 or Section 1303 applied to any Securities upon compliance
with the conditions set forth below in this Article. Any such election shall be evidenced by a Board Resolution. 
 SECTION 1302. Defeasance and
Discharge. 
 Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities, the Company shall
be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”). For
this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar
as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following, which shall survive until otherwise terminated or discharged hereunder:
(1) the Company’s obligations with respect to such Securities under Section 304, Section 305, Section 306, Section 1002 and Section 1003; (2) the rights, powers, trusts, duties and immunities of the Trustee
hereunder; and (3) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have
Section 1303 applied to such Securities. 

  
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 SECTION 1303. Covenant Defeasance. 

Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities (1) the Company shall be released
from its obligations under Section 801(b), Section 1006, and any covenants provided pursuant to Section 301(j) or Section 901(5) for the benefit of the Holders of such Securities and (2) the occurrence of any event specified
in Section 501(3) (with respect to any of Section 801(b), Section 1006, and any such covenants provided pursuant to Section 301(j) or Section 901(5) shall be deemed not to be or result in an Event of Default, in each case
with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means
that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of
Section 501(3)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby. 
 SECTION 1304. Conditions to Defeasance or Covenant Defeasance. 

The following shall be the conditions to the application of Section 1302 or Section 1303 to any Securities: 

(1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated
solely to, the benefits of the Holders of such Securities, (A) money, or (B) Government Obligations 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, money, or (C) a combination thereof, in each case in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
(which shall not be subject to the requirements of Section 102) thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and
any premium and interest on such Securities due on or before the respective Stated Maturities or the Redemption Date, in accordance with the terms of this Indenture and such Securities. 

(2) In the event of an election to have Section 1302 apply to any Securities, the Company shall have delivered to the Trustee an Opinion
of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable Federal income tax law, in
either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to
be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. 

  
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 (3) In the event of an election to have Section 1303 apply to any Securities, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected
with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. 

(4) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities shall have
occurred and be continuing at the time of such deposit or, with regard to any such event specified in Section 501(4) and Section 501(5), at any time on or prior to the 90th day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until after such 90th day). 
 (5) Such Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money to which the Company is a party or by which it is bound. 

(6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within
the meaning of the Investment Company Act unless such trust shall be registered under the Investment Company Act or exempt from registration thereunder. 

(7) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been complied with. 
 (8) If such Securities are to be redeemed,
either notice of such redemption shall have been given or the Company shall have given the Trustee irrevocable directions to give notice of such redemption in the name, and at the expense of, the Company, under arrangements satisfactory to the
Trustee. 
 SECTION 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions. 

Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1304 in
respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds
except to the extent required by law. 

  
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 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of
Outstanding Securities. 
 Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from
time to time upon Company Request any money or Government Obligations held by it as provided in Section 1304 with respect to any Securities 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 the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities. 

SECTION 1306. Reinstatement. 
 If
the Trustee or the Paying Agent is unable to apply any money in accordance with Section 1305 with respect to any Securities by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise
prohibiting such application, then the obligations under such Securities from which the Company has been discharged or released pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect to such Securities in accordance with this Article; provided,
however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in trust. 
 SECTION 1307. Qualifying Trustee. 

Any trustee appointed pursuant to Section 1304 for the purpose of holding trust funds deposited pursuant to that Section shall be
appointed under an agreement in form acceptable to the Trustee and shall provide to the Trustee a certificate of such trustee, upon which certificate the Trustee shall be entitled to conclusively rely, that all conditions precedent provided for
herein to the related Defeasance or Covenant Defeasance have been complied with. In no event shall the Trustee be liable for any acts or omissions of said trustee. 

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

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

			
	MBIA INC.
		
	By:	 	 
	Name:	 	
	Title:	 	

  

			
		
	Attest:	 	 
	Name:	 	
	Title:	 	


  
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	 THE BANK OF NEW YORK MELLON
 as
Trustee

		
	By:	 	 
	Name:	 	
	Title:	 	


  
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 EXHIBIT A 

[SPECIMEN BOND] 
 (FORM OF FACE OF
SECURITY) 
 [If the Security is an Original Issue Discount Security, insert—For purposes of Section 1271 of the United States Internal Revenue
Code of 1986, as amended, the issue price of this security is __ % of its principal amount and the Issue Date is ______________, 20__] 

MBIA INC. 
 [Title of Security]

  

			
		  	CUSIP: _______________
		
	 No. _______
	  	$__________

 MBIA INC., a corporation organized and existing under the laws of [Connecticut] (hereinafter called the
“Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [Insert if Global Security—Cede & Co., or registered assigns, the principal sum
of ___________ Dollars on _____________ [If the Security is to bear interest prior to Maturity, insert — , and to pay interest thereon from _____________ or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on __________ and __________ in each year, commencing __________, at the rate of __ % per annum, on the basis of a 360-day year consisting of twelve
30-day months, until the principal hereof is paid or duly provided for or made available for payment] [(If applicable insert – , and (to the extent that the payment of such interest shall be legally
enforceable) at the rate of __% per annum on any overdue principal and premium and on any overdue installment of interest)]. 
 [If the
Security is to bear interest prior to Maturity, insert — The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the date which is fifteen days (whether or not a Business Day) next preceding such Interest Payment Date. Any
such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture]. 

  
 A-1 













 [If the Security is not to bear interest prior to Maturity, insert – The principal of
this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of ___%
per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue
principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of __% per annum (to the extent that the payment of such interest shall be legally enforceable), which
shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] 

The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each
holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. 

Payment of the principal of (and premium, if any) and [if applicable, insert—any interest] on this Security will be made at the office or
agency of the Company maintained for that purpose in The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert -;
provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register]. 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
 A-2 













 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

Dated: 
  

			
	MBIA INC.
		
	By:	 	 
		 	Name:
		 	Title:



  
 A-3 













 FORM OF REVERSE OF SECURITY 

This Security is one of a duly authorized issue of securities of the Company designated as its __________ due 20__ (herein called the
“Securities”), issued and to be issued in one or more series under an Indenture, dated as of _________, ____ as supplemented by a Supplemental Indenture dated as of _________, _____(the Indenture as supplemented by the Supplemental
Indenture is herein called the “Indenture”), between the Company and The Bank of New York Mellon, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable insert —, limited in aggregate principal amount to $___________]. 

All terms used in this Security that are defined in the Indenture shall have the meaning assigned to them in the Indenture. 

[If applicable, insert—The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, at any
time, as a whole or in part, at the election of the Company. The Redemption Price for any Security so redeemed shall be equal to 100% of the principal amount of such Securities then Outstanding plus accrued and unpaid interest up to but not
including the date fixed for redemption. In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.] 
 [Installments of accrued and unpaid interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the
Holders of the Securities of this series, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Dates according to their terms.] 

The Indenture contains provisions for satisfaction, discharge and defeasance of the entire indebtedness on this security, upon compliance by
the Company with certain conditions set forth therein. 
 [If the Security is not an Original Issue Discount Security,—If an Event of
Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the security is an
Original Issue Discount Security,—If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the
effect provided in the Indenture. Such amount shall be equal to—insert formula for determining the amount.] 

  
 A-4 













 Upon payment of the amount of principal so declared due and payable [if applicable
insert— and of interest on any overdue principal and overdue interest to the extent that the payment of such interest shall be legally enforceable], all of the Company’s obligations in respect of the payment of the principal of and
interest, if any, on the Securities of this series shall terminate.] 
 The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of
the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Security. 
 No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed. 
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer
of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security
are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form without coupons in denominations of $______ and in multiples of $1,000 in
excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination,
as requested by the Holder surrendering the same. 
 No service charge shall be made for any such registration of transfer or exchange, but
the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

  
 A-5 













 Except as otherwise provided in the Indenture, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary. 
 THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

EACH OF THE COMPANY, THE TRUSTEE AND EACH HOLDER OF A SECURITY, BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS SECURITY OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

  
 A-6