EX-4.5



 Exhibit 4.5 
  

 
  

UNION BANKSHARES CORPORATION 

Issuer 
 and 

[                     ] 

Trustee 
  

 
 SENIOR
INDENTURE 
 Dated as of [     ], 20[     ] 

Senior Debt Securities 
  

 
  

 
  

 







 TABLE OF CONTENTS 

 

							
	 	  	Page	 
	 ARTICLE ONE 
  
	 	 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 
	  			
	Section 1.01	 	 Definitions
	  	 	
 i
1	 
	Section 1.02	 	 Compliance Certificates and Opinions
	  	 	6	 
	Section 1.03	 	 Form of Documents Delivered to Trustee
	  	 	6	 
	Section 1.04	 	 Acts of Holders
	  	 	6	 
	Section 1.05	 	 Notices, Etc., to Trustee and Company
	  	 	7	 
	Section 1.06	 	 Notice to Holders; Waiver
	  	 	8	 
	Section 1.07	 	 Language of Notices
	  	 	8	 
	Section 1.08	 	 Conflict With Trust Indenture Act
	  	 	8	 
	Section 1.09	 	 Effect of Headings and Table of Contents
	  	 	8	 
	Section 1.10	 	 Successors and Assigns
	  	 	8	 
	Section 1.11	 	 Separability Clause
	  	 	8	 
	Section 1.12	 	 Benefits of Indenture
	  	 	8	 
	Section 1.13	 	 Governing Law
	  	 	8	 
	Section 1.14	 	 Legal Holidays
	  	 	8	 
	Section 1.15	 	 When Securities Disregarded
	  	 	9	 
	Section 1.16	 	 USA Patriot Act
	  	 	9	 
	  
 ARTICLE TWO

 
	 	 SECURITIES FORMS
  
	  			
	Section 2.01	 	 Forms Generally
	  	 	9	 
	Section 2.02	 	 Form of Trustee’s Certificate of Authentication
	  	 	9	 
	Section 2.03	 	 Securities in Global Form
	  	 	9	 
	  
 ARTICLE THREE

 
	 	 THE SECURITIES
  
	  			
	Section 3.01	 	 Amount Unlimited; Issuable in Series
	  	 	10	 
	Section 3.02	 	 Denominations
	  	 	12	 
	Section 3.03	 	 Securities in Foreign Countries
	  	 	12	 
	Section 3.04	 	 Execution, Authentication, Delivery and Dating
	  	 	12	 
	Section 3.05	 	 Temporary Securities
	  	 	13	 
	Section 3.06	 	 Registration, Transfer and Exchange
	  	 	13	 
	Section 3.07	 	 Mutilated, Destroyed, Lost and Stolen Securities
	  	 	15	 
	Section 3.08	 	 Payment of Interest; Interest Rights Preserved
	  	 	15	 
	Section 3.09	 	 Persons Deemed Owners
	  	 	16	 
	Section 3.10	 	 Cancellations
	  	 	16	 
	Section 3.11	 	 Computation of Interest
	  	 	16	 
	Section 3.12	 	 Cusip Numbers
	  	 	16	 
	  
 ARTICLE FOUR

 
	 	 SATISFACTION AND DISCHARGE
  
	  			
	Section 4.01	 	 Satisfaction and Discharge of Indenture
	  	 	17	 
	Section 4.02	 	 Application of Trust Money
	  	 	17	 
	Section 4.03	 	 Satisfaction, Discharge and Defeasance of Securities of Any Series
	  	 	18	 


  
 i 









							
	 	  	Page	 
	 ARTICLE FIVE
  
	 	 REMEDIES
  
	  			
	Section 5.01	 	 Events of Default
	  	 	19	 
	Section 5.02	 	 Acceleration of Maturity; Rescission and Annulment
	  	 	19	 
	Section 5.03	 	 Collection of Indebtedness and Suits For Enforcement by Trustee
	  	 	20	 
	Section 5.04	 	 Trustee May File Proofs of Claim
	  	 	21	 
	Section 5.05	 	 Trustee May Enforce Claims Without Possession of Securities
	  	 	21	 
	Section 5.06	 	 Application of Money Collected
	  	 	21	 
	Section 5.07	 	 Limitation on Suits
	  	 	22	 
	Section 5.08	 	 Unconditional Right of Holders to Receive Principal, Premium, Interest and Additional Amounts
	  	 	22	 
	Section 5.09	 	 Restoration of Rights and Remedies
	  	 	22	 
	Section 5.10	 	 Rights and Remedies Cumulative
	  	 	22	 
	Section 5.11	 	 Delay or Omission Not Waiver
	  	 	22	 
	Section 5.12	 	 Control By Holders
	  	 	23	 
	Section 5.13	 	 Waiver of Past Defaults
	  	 	23	 
	Section 5.14	 	 Waiver of Stay or Extension Laws
	  	 	23	 
	  
 ARTICLE SIX

 
	 	 THE TRUSTEE
  
	  			
	Section 6.01	 	 Certain Duties and Responsibilities
	  	 	23	 
	Section 6.02	 	 Notice of Defaults
	  	 	23	 
	Section 6.03	 	 Certain Rights of Trustee
	  	 	24	 
	Section 6.04	 	 Not Responsible For Recitals or Issuance of Securities
	  	 	24	 
	Section 6.05	 	 May Hold Securities
	  	 	25	 
	Section 6.06	 	 Money Held In Trust
	  	 	25	 
	Section 6.07	 	 Compensation and Reimbursement
	  	 	25	 
	Section 6.08	 	 Corporate Trustee Required; Eligibility; Conflicting Interests
	  	 	25	 
	Section 6.09	 	 Resignation and Removal; Appointment of Successor
	  	 	25	 
	Section 6.10	 	 Acceptance of Appointment By Successor
	  	 	26	 
	Section 6.11	 	 Merger, Conversion, Consolidation or Succession to Business
	  	 	27	 
	Section 6.12	 	 Appointment of Authenticating Agent
	  	 	27	 
	  
 ARTICLE SEVEN

 
	 	 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

 
	  			
	Section 7.01	 	 Company to Furnish Trustee Names and Addresses of Holders
	  	 	29	 
	Section 7.02	 	 Preservation of Information; Communications to Holders
	  	 	29	 
	Section 7.03	 	 Reports By Trustee
	  	 	29	 
	Section 7.04	 	 Reports By Company
	  	 	29	 
	  
 ARTICLE EIGHT

 
	 	 CONSOLIDATION, MERGER AND SALES
  
	  			
	Section 8.01	 	 Company May Consolidate Etc., Only on Certain Terms
	  	 	30	 
	Section 8.02	 	 Successor Corporation Substituted For Company
	  	 	30	 
	  
 ARTICLE NINE

 
	 	 SUPPLEMENTAL INDENTURES
  
	  			
	Section 9.01	 	 Supplemental Indentures Without Consent of Holders
	  	 	30	 
	Section 9.02	 	 Supplemental Indentures With Consent of Holders
	  	 	31	 
	Section 9.03	 	 Execution of Supplemental Indentures
	  	 	32	 


  
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	 	  	Page	 
	Section 9.04	 	 Effect of Supplemental Indentures
	  	 	32	 
	Section 9.05	 	 Conformity With Trust Indenture Act
	  	 	32	 
	Section 9.06	 	 Reference in Securities to Supplemental Indentures
	  	 	32	 
	  
 ARTICLE TEN

 
	 	 COVENANTS
  
	  			
	Section 10.01	 	 Payment of Principal, Premium, If Any, and Interest
	  	 	32	 
	Section 10.02	 	 Maintenance of Office or Agency
	  	 	32	 
	Section 10.03	 	 Money For Securities Payments to Be Held in Trust
	  	 	33	 
	Section 10.04	 	 Additional Amounts
	  	 	34	 
	Section 10.05	 	 Statements As To Compliance; Notice of Certain Defaults
	  	 	34	 
	Section 10.06	 	 Payment of Taxes and Other Claims
	  	 	34	 
	Section 10.07	 	 Corporate Existence
	  	 	35	 
	Section 10.08	 	 Waiver of Certain Covenants
	  	 	35	 
	Section 10.09	 	 Calculation of Original Issue Discount
	  	 	35	 
	  
 ARTICLE ELEVEN

 
	 	 REDEMPTION OF SECURITIES
  
	  			
	Section 11.01	 	 Applicability of Article
	  	 	35	 
	Section 11.02	 	 Election To Redeem; Notice To Trustee
	  	 	35	 
	Section 11.03	 	 Selection By Trustee of Securities To Be Redeemed
	  	 	35	 
	Section 11.04	 	 Notice of Redemption
	  	 	36	 
	Section 11.05	 	 Deposit of Redemption Price
	  	 	36	 
	Section 11.06	 	 Securities Payable on Redemption Date
	  	 	37	 
	Section 11.07	 	 Securities Redeemed in Part
	  	 	37	 
	Section 11.08	 	 Conversion Arrangements on Call for Redemption
	  	 	37	 
	  
 ARTICLE TWELVE

 
	 	 SINKING FUNDS
  
	  			
	Section 12.01	 	 Applicability of Article
	  	 	38	 
	Section 12.02	 	 Satisfaction of Sinking Fund Payments With Securities
	  	 	38	 
	Section 12.03	 	 Redemption of Securities For Sinking Fund
	  	 	38	 


  
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 UNION BANKSHARES CORPORATION 

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
	 §310(a)(1), (2) and (5)
	 		  	6.07
	         (a)(3)
	 		  	Not Applicable
	         (a)(4)
	 		  	Not Applicable
	         (b)
	 		  	6.07
	 §311(a)
	 		  	6.12
	         (b)
	 		  	6.12
	 §312(a)
	 		  	7.01, 7.02(a)
	         (b)
	 		  	7.02(b)
	         (c)
	 		  	7.03
	 §313(a)
	 		  	1.08
	         (b)
	 		  	7.03
	         (c)
	 		  	7.03
	         (d)
	 		  	7.04
	 §314(a)(1), (2) and (3)
	 		  	7.04, 7.03
	         (a)(4)
	 		  	7.04
	         (b)
	 		  	Not Applicable
	         (c)(1)
	 		  	1.02
	         (c)(2)
	 		  	1.02
	         (c)(3)
	 		  	Not Applicable
	         (d)
	 		  	Not Applicable
	         (e)
	 		  	1.02
	 §315(a)
	 		  	6.01
	         (b)
	 		  	6.02
	         (c)
	 		  	6.01
	         (d)
	 		  	6.01
	         (e)
	 		  	6.06
	 §316(a)
	 		  	5.12, 5.13
	         (b)
	 		  	5.08
	         (c)
	 		  	1.04
	 §317(a)
	 		  	5.03, 5.04
	         (b)
	 		  	10.03
	 §318(a)
	 		  	1.08


  
 4 








 SENIOR INDENTURE, dated as of [ ], 20[ ] (the “Indenture”), is made by and between
UNION BANKSHARES CORPORATION, a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), having its principal office at 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219, and [ ],
having its principal office at [ ], not in its individual capacity but solely as Trustee (the “Trustee”). 
 RECITALS 

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured and
unsubordinated debentures, notes or other evidences of indebtedness (the “Securities”), unlimited as to principal amount, to bear such rates of interest, to mature at such time or times, to be issued in one or more series and to have such
other provisions as shall be fixed as hereinafter provided. 
 The Company has duly authorized the execution and delivery of this Indenture
and all things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 
 This
Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions. 

NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
 For
and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows: 

ARTICLE ONE 
 DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION 
  

	Section 1.01.	Definitions. 

 For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires: 
 (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the
plural as well as the singular; 
 (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by
reference therein, 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 date of such computation; 
 (4) the words
“herein”, “hereof”, “hereto” 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; 

  
 1 








 (5) the word “or” is not exclusive; 

(6) all words in the singular include the plural and all words in the plural include the singular; and 

(7) the word “including” means “including without limitations.” 

Certain terms used principally in certain Articles hereof are defined in those Articles. 

“Act”, when used with respect to any Holders, has the meaning specified in Section 1.04. 

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

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

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.12 to act on behalf of the
Trustee to authenticate Securities of one or more series. 
 “Bank” means (i) any institution organized under the laws
of the United States, any State of the United States, the District of Columbia, any territory of the United States, Puerto Rico, Guam, American Samoa or the Virgin Islands which (a) accepts deposits that the depositor has a legal right to
withdraw on demand, and (b) engages in the business of making commercial loans and (ii) any trust company organized under any of the foregoing laws. 

“Board Of Directors” means the board of directors of the Company or any committee of that board duly authorized to act for
the Company hereunder. 
 “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 a duly authorized committee thereof, and to be in full force and effect on the date of such certification, and delivered to the Trustee. 

“Business Day”, except as may otherwise be provided herein or in any Security, means any day, other than a Saturday or a
Sunday, that is neither a Legal Holiday nor a day on which banking institutions are authorized or required by law, regulation or executive order to close. 

“Called Securities” means any Convertible Security that is called for redemption by the Company. 

“Capital Stock” means, as to shares of a particular corporation, outstanding shares of stock of any class whether now or
hereafter authorized, irrespective of whether such class shall be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary liquidation,
dissolution or winding up of such corporation. 

  
 2 








 “Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Securities Exchange Act of 1934 or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time. 
 “Common Stock” means all shares now or hereafter authorized of the class of common
stock of the Company presently authorized and stock of any other class into which such shares may hereafter have been changed. 

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

“Company Request” and “Company Order” mean a written request or order, as the case may be, signed in the
name of the Company by the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Operating officer, the President or an Executive Vice President, and by the Chief Financial Officer, Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Company, and delivered to the Trustee. 
 “Convertible Security” or
“Convertible Securities” means any Security or Securities, as the case may be, which are by their terms convertible into Common Stock, Preferred Stock (which may be represented by depositary shares), other indebtedness of the
Company or another obligor, or warrants for Common Stock, Preferred Stock or indebtedness or other securities of any kind of the Company or any other obligor, and the terms and conditions upon which such conversion or exchange shall be effected,
including the initial conversion or exchange price or rate, the conversion or exchange period, the manner in which such conversion or exchange shall be effected, applicable adjustments, if any, and any other provision in addition to or in lieu of
those described herein. 
 “Corporate Trust Office” means, the principal office of the Trustee, at which at any particular
time its corporate trust business shall be administered, which office at the date of original execution of this Indenture is located at [ ]. 

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

“Defaulted Interest” has the meaning specified in Section 3.08. 

“Dollars” or “$” means a dollar or other equivalent unit in the currency of the United States, except as may
otherwise be provided herein or in any Security. 
 “Event of Default” has the meaning specified in Section 5.01. 

“Holder”, in the case of any Security, means the Person in whose name such Security is registered in the Security Register.

 “Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, and with respect to any Security shall include the terms of such Securities established as contemplated by Section 3.01; provided, however,
that, if at any time more than one Person is acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one or more series of Securities for which such Person is Trustee, this instrument as originally executed or
as it may from 

  
 3 








 
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 the or those
particular series of Securities for which such Person is Trustee established as contemplated by Section 3.01, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is Trustee,
regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such Person had become such Trustee but to which such
Person, as such Trustee, was not a party. 
 “Independent Public Accountants” means accountants or a firm of accountants
that are independent public accountants with respect to the Company within the meaning of the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder who may be the independent public accountants
regularly retained by the Company or who may be other independent public accountants. Such accountants or firm shall be entitled to rely upon any Opinion of Counsel as to the interpretation of any legal matters relating to the Indenture or
certificates required to be provided hereunder. 
 “Interest”, with respect to any Original Issue Discount Security which
by its terms bears interest only after Maturity, means interest payable after Maturity and, with respect to any Security which provides for the payment of Additional Amounts pursuant to Section 10.04, includes such Additional Amounts. 

“Interest Payment Date”, with respect to any Security, means the Stated Maturity of an installment of interest on such
Security. 
 “Legal Holiday”, except as otherwise may be provided herein or in any Securities, with respect to any Place of
Payment or other location, means a Saturday, a Sunday or a day on which banking institutions or trust companies in such Place of Payment or other location are not authorized or obligated to be open. 

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

“Officer’s Certificate” means a certificate signed by the Chairman of the Board, the Chief Executive Officer, the Chief
Operating Officer, the President, a, Executive Vice President, the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee. 

“Opinion of Counsel”, except as otherwise provided herein or in any Security, means a written Opinion of Counsel, who may be
an employee of or counsel for the Company or other counsel. 
 “Original Issue Discount Security” means a Security issued
pursuant to this Indenture which provides for declaration of an amount less than the principal thereof to be due and payable upon acceleration pursuant to Section 5.02. 

“Outstanding”, with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated
and delivered under this Indenture, except: 
 (a) Securities theretofore cancelled by the Trustee or the Security Registrar or delivered to
the Trustee or the Security Registrar for cancellation; 

  
 4 








 (b) Securities, or portions thereof for whose payment or redemption or repayment at the option of
the Holder 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; 

(c) Securities, except to the extent provided in Section 4.03, with respect to which the Company has effected defeasance and/or covenant
defeasance pursuant to Section 4.03 hereof; and 
 (d) Securities which have been paid pursuant to Section 3.07 or in exchange for
or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities
are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; 
 provided, however, that in determining
whether the Holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders of Securities for quorum purposes
and for purposes of making the calculations required by Section 313 of the Trust Indenture Act, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination or calculation and that shall
be deemed to be outstanding for such purposes shall be equal to the amount of the principal thereof that pursuant to the terms of such Original Issue Discount Security would be declared (or shall have been declared to be) due and payable upon a
declaration of acceleration pursuant to Section 5.02 at the time of such determination or calculation, and (ii) the principal amount of any Security denominated other than in Dollars that may be counted in making such determination or
calculation and that shall be deemed outstanding for such purpose shall be equal to the Dollar equivalent, determined by the Company as of the date such Security is originally issued by the Company, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent as of such date of original issuance of the amount determined as provided in clause (i) above) of such Security, and (iii) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or such other obligor, shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making any such calculation or relying upon any such
request, demand, authorization, direction, notice, consent or waiver, 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 such other obligor. 
 “Paying Agent” means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Security on behalf of the Company. 
 “Person” means any individual,
corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 

“Place of Payment”, with respect to any Security, means the place or places where the principal of (and premium, if any) and
interest on the Securities of that series are payable as specified in or pursuant to Section 3.01(9) or Section 10.02. 

  
 5 








 “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 3.07 in exchange for or in lieu of a lost, destroyed,
mutilated or stolen Security shall be deemed to evidence the same debt as the lost, destroyed, mutilated or stolen Security. 

“Preferred Stock” means shares of a class or series now or hereafter authorized of the class of preferred stock of the
Company presently authorized and stock of any other class into which such shares may hereafter have been changed. 
 “Redemption
Date”, with respect to any Security or portion thereof to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. 

“Redemption Price”, with respect to any Security or portion thereof to be redeemed, means the price at which it is to be
redeemed as determined by or pursuant to the provisions of this Indenture. 
 “Regular Record Date” for the interest
payable on any Security on any Interest Payment Date therefor means the date, if any, specified in such Security as the “Regular Record Date”. 

“Responsible Officer” when used with respect to the Trustee means any officer within the corporate trust department of the
Trustee, including the vice president, any assistant vice president, assistant treasurer, or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 

“Security” or “Securities” means any Security or Securities, as the case may be, authenticated and delivered
under this Indenture; provided, however, that if at any time there is more than one Person acting as Trustee under this Indenture, “Securities” with respect to the Indenture as to which such Person is Trustee shall have the meaning stated
in the first recital of this Indenture and shall more particularly mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee. 

“Security Register” and “Security Registrar” have the respective meanings specified in Section 3.06.

 “Special Record Date” for the payment of any Defaulted Interest on any Security means a date fixed by the Trustee
pursuant to Section 3.08. 
 “Stated Maturity”, with respect to any Security or any installment of principal thereof,
means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal is due and payable. 

“Subsidiary” means any corporation of which at the time of determination the Company and/or one or more Subsidiaries owns or
controls directly or indirectly more than 50% of the shares of Voting Stock. 
 “Trust Indenture Act” means the Trust
Indenture Act of 1939 as in force at the date as of which this instrument was executed, except as provided in Section 9.05. 

  
 6 








 “Trustee” means the Person named as the “Trustee” in the first
paragraph of this instrument until a successor Trustee shall have become such with respect to one or more series of Securities pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean each Person who is
then a Trustee hereunder; provided, however, that if at any time there is more than one such Person, “Trustee” shall mean each such Person and as used with respect to the Securities of any series shall mean the Trustee with respect to the
Securities of that series. 
 “United States”, except as otherwise provided herein or in any Security, means the United
States of America (including the States and the District of Columbia), its territories and possessions and other areas subject to its jurisdiction. 

“United States Alien”, except as otherwise provided herein or in any Security, means any Person who, for United States
Federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States Federal income
tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust. 

“U.S. Depository” or “Depository” means, with respect to any Security issuable or issued in the form of one
or more global Securities, the Person designated as U.S. Depository by the Company pursuant to Section 3.01, which must be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and, if so provided pursuant to
Section 3.01 with respect to any Security, any successor to such Person. If at any time there is more than one such Person, “U.S. Depository” or “Depository” shall mean, with respect to any Securities, the qualifying entity
which has been appointed with respect to such Securities. 
 “Vice President”, with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or words added before or after the title “Vice President”. 

“Voting Stock” means stock of a corporation of the class or classes having general voting power under ordinary circumstances
to elect at least a majority of the board of directors, managers or trustees of such corporation provided that, for the purposes hereof, stock which carries only the right to vote conditionally on the happening of an event shall not be considered
voting stock whether or not such event shall have happened. 
  

	Section 1.02.	Compliance Certificates and Opinions. 

 Upon any application or request by the Company to
the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that, in the Opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the
furnishing of such documents or any of them 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 and in any applicable
Security (except Section 10.05) shall include: 
 (1) a statement that each individual signing such certificate or opinion has read such
condition or covenant and the definitions herein and in any applicable Security relating thereto; 

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

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

 

	Section 1.03.	Form of Documents Delivered to Trustee. 

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

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

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

	Section 1.04.	Acts of Holders. 

 (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing.
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, or of
the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company and any agent of the Trustee or the
Company, if made in the manner provided in this Section. 
 Without limiting the generality of this Section 1.04, unless otherwise
established in or pursuant to a Board Resolution or set forth or determined in an Officer’s Certificate, or established in one or more indentures supplemental hereto, pursuant to Section 3.01, a Holder, including a U.S. Depository that is
a Holder of a global Security, may make, give or take, by a proxy, or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by
Holders, and a U.S. Depository that is a Holder of a global Security may provide its proxy or proxies to the beneficial owners of interests in any such global Security through such U.S. Depository’s standing instructions and customary
practices. 

  
 8 








 The Trustee shall fix a record date, which shall be not more than 30 days prior to the first
solicitation of such Holders, for the purpose of determining the Persons who are beneficial owners of interest in any permanent global Security held by a U.S. Depository entitled under the procedures of such U.S. Depository to make, give or take, by
a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on
such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain
Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date. 

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner which the
Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section. 

(c) The ownership, principal amount and serial numbers of Securities held by any Person, and the date of the commencement and the date of
termination of holding the same, shall be proved by the Security Register. 
 (d) If the Company shall solicit from the Holders of any
Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may at its option, by Board Resolutions, fix in advance a record date, which shall be not more than 30 days prior to the first solicitation
of such Holders, for the determination of Holders of Securities entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of Securities of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such record date; provided no such authorization, agreement or consent of the Holders of Securities shall be deemed effective unless it shall become effective pursuant to the provisions
of this Indenture not later than six months after the record date. 
 (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 or suffered to be done by the Trustee, any Security Registrar, any Paying Agent or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 

 

	Section 1.05.	Notices, Etc., to Trustee and Company. 

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

  
 9 








 (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder
if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or 
 (2) the Company by the Trustee or
by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to the attention of its Treasurer at the address of its
principal office specified in the first paragraph of this Indenture or at any other address previously furnished in writing to a Responsible Officer of the Trustee by the Company. 

 

	Section 1.06.	Notice to Holders; Waiver. 

 Except as otherwise expressly provided herein or in any
Security, where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given to Holders if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears
in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such Notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect
in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given or provided.
In the case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a
sufficient notification for every purpose hereunder. 
 Where this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver. 
  

	Section 1.07.	Language of Notices. 

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

 

	Section 1.08.	Conflict With Trust Indenture Act. 

 If any provision hereof limits, qualifies or
conflicts with the duties imposed pursuant to Section 318(c) of the Trust Indenture Act, such imposed duties shall control. 
  

	Section 1.09.	Effect of Headings and Table of Contents. 

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

	Section 1.10.	Successors and Assigns. 

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

  
 10 









	Section 1.11.	Separability Clause. 

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

	Section 1.12.	Benefits of Indenture. 

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

 

	Section 1.13.	Governing Law. 

 This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of [ ] applicable to agreements made or instruments entered into and, in each case, performed in said state. 
  

	Section 1.14.	Legal Holidays. 

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

 

	Section 1.15.	When Securities Disregarded. 

 In determining whether the Holders of the required
aggregate principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of
determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee actually knows are so owned shall be so disregarded. Also, subject to the foregoing, only Securities
outstanding at the time shall be considered in any such determination. 
  

	Section 1.16.	USA Patriot Act. 

 The parties hereto acknowledge that in accordance with
Section 326 of the USA Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or
legal entity that establishes a relationship or opens an account. The parties to this Indenture agree that they shall provide the Trustee with such information as they may request in order to satisfy the requirements of the USA Patriot Act. 

  
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 ARTICLE TWO 

SECURITIES FORMS 
  

	Section 2.01.	Forms Generally. 

 Each Security and temporary global Security issued pursuant to this
Indenture shall be in the form established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, shall have appropriate insertions, omissions, substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Security,
as evidenced by their execution of such Security. 
 Definitive Securities shall be printed, lithographed or engraved or produced by any
combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such Securities.

  

	Section 2.02.	Form of Trustee’s Certificate of Authentication. 

 Subject to Section 6.12, the
Trustee’s certificate of authentication shall be in substantially the following form: 
 This certificate represents Securities of the
series designated therein referred to in the within-mentioned Indenture. 
  

					
	 Dated: [     ], 20[     ]
	  	[     ],
		  	not in its individual capacity but solely as Trustee

  

			
		
	By:	 	 
		 	Authorized Signatory


  

	Section 2.03.	Securities in Global Form. 

 If Securities of a series are issuable in global form, any
such Security may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from
time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented
thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 3.04 or 3.05 with respect thereto. Subject to the provisions of Section 3.04 and,
if applicable, Section 3.05, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company
Order pursuant to Section 3.04 or 3.05 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not comply with Section 1.02 and need not be
accompanied by an Opinion of Counsel. 

  
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 The provisions of the immediately preceding sentence shall apply to any Security represented by a
Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 1.02 and need not be
accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby. 

Notwithstanding the provisions of Section 3.08, unless otherwise specified as contemplated by Section 3.01, payment of principal of
and any premium and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. 

Notwithstanding the provisions of Section 3.09, and except as provided in the preceding paragraph, the Company, the Trustee and any agent
of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, the Person or Persons specified pursuant to Section 3.01. 

ARTICLE THREE 
 THE
SECURITIES 
  

	Section 3.01.	Amount Unlimited; Issuable in Series. 

 The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is unlimited. 
 The Securities may be issued in one or more series. There
shall be established in or pursuant to one or more Board Resolutions, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, 

(1) the title of the Securities and the series in which such Securities shall be included; 

(2) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which may be authenticated
and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.05, 3.06, 3.07, 9.06 or 11.07 or the
terms of such Securities); 
 (3) whether any Securities of the series are to be issuable initially or otherwise in global form and, if so,
(i) whether beneficial owners of interests in any such global Security may exchange such interest for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may
occur, if other than in the manner specified in Section 3.06, (ii) the name of the depository or the U.S. Depository, as the case may be, with respect to any global Security and (iii) the manner in which interest payable on a global
Security will be paid; 
 (4) the date as of which any global Security representing Outstanding Securities of the series shall be dated if
other than the date of original issuance of the first Security of the series to be issued; 

  
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 (5) the terms, if any, upon which the Securities of any series may be convertible into or
exchanged for Common Stock, Preferred Stock (which may be represented by depositary shares), other indebtedness of the Company or another obligor, or warrants for Common Stock, Preferred Stock or indebtedness or other securities of any kind of the
Company or any other obligor, and the terms and conditions upon which such conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange period, the manner in which such conversion
or exchange shall be effected, applicable adjustments, if any, and any other provision in addition to or in lieu of those described herein; 

(6) the date or dates, or the method, if any, by which such date or dates shall be determined, on which the principal of such Securities is
payable; 
 (7) the rate or rates at which such Securities shall bear interest, if any, or the method, if any, by which such rate or rates
are to be determined, the date or dates, if any, from which such interest shall accrue or the method, if any, by which such date or dates are to be determined, the Interest Payment Dates, if any, on which such interest shall be payable and the
Regular Record Date, if any, for the interest payable on Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts on such Securities or any of them shall be payable, and the basis upon which interest shall be
calculated if other than that of a 360-day year of twelve 30-day months; 
 (8) the place or places, if any, where the principal of (and
premium, if any) and interest (including Additional Amounts), if any, on such Securities shall be payable, any Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange or
conversion and notices or demands to or upon the Company in respect of the Securities of the series and this Indenture may be served; 
 (9)
whether and the terms and conditions upon which the Securities of the series or any of them are to be redeemable at the option of the Company and, if so, the period or periods within which, the price or prices at which and the other terms and
conditions upon which such Securities may be redeemed, in whole or in part, at the option of the Company; 
 (10) whether and terms and
conditions upon which the Company is obligated to redeem, or purchase Securities of the series or any of them pursuant to any sinking fund or at the option of any Holder thereof and, if so, the period or periods within which, the price or prices at
which and the other terms and conditions upon which such Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of the Securities of the series so redeemed or purchased;

 (11) the denominations in which Securities of the series, if any, shall be issuable if other than denominations of $1,000 and any
integral multiple thereof; 
 (12) if other than the principal amount thereof, the portion of the principal amount of the Securities of the
series of any of them which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined; 

(13) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or
private debts, the coin or currency, composite currencies or currency unit or units in which payment of the principal of (and premium, if any) or interest, if any, on or any Additional Amounts in respect of the Securities of the series or any of
them shall be payable; 

  
 14 








 (14) if the principal of (and premium, if any) or interest, if any, on or any Additional Amounts
in respect of the Securities of the series or any of them are to be payable, at the election of the Company or a Holder thereof, in a coin or currency, composite currencies or currency unit or units other than that in which the Securities of the
series or any of them are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; 

(15) whether the amount of payments of principal of (and premium, if any) or interest (including Additional Amounts), if any, on the
Securities of the series may be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more currencies, currency units, composite currencies, commodities, equity
indices or other indices), and, if so, the terms and conditions upon which and the manner in which such amounts shall be determined and paid or payable; 

(16) whether the principal of (and premium, if any) or interest (including Additional Amounts), if any, on the Securities of the series are to
be payable, at the election of the Company or any Holder thereof or otherwise, in a currency or currencies, currency unit or units or composite currency or currencies other than that in which such Securities or any of them are denominated or stated
to be payable, the period or periods within which, and the other terms and conditions upon which, such election, if any, may be made, and the time and manner of determining the exchange rate between the currency or currencies, currency unit or units
or composite currency or currencies in which such Securities or any of them are denominated or stated to be payable and the currency or currencies, currency unit or units or composite currency or currencies in which such Securities or any of them
are to be so payable; 
 (17) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with
respect to the Securities of the series or any of them, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein; 

(18) the applicability, if any, of Section 4.03 to the Securities of the series and any provisions in modification of, in addition to or
in lieu of any of the provisions of Section 4.03; 
 (19) if the Securities of the series or any of them are to be issued upon the
exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered; 
 (20) if the Securities of the
series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and
terms of such certificates, documents or conditions; 
 (21) if there is more than one Trustee, the identity of the Trustee and, if not the
Trustee, the identity of each Security Registrar, Paying Agent and/or Authenticating Agent with respect to the Securities of the series; 

(22) whether any of the Securities of a series shall be issued as Original Issue Discount Securities; and 

(23) any other terms of the Securities of the series or any of them. 

All Securities of any one series shall be substantially identical except as to denomination and the rate or rates of interest, if any, and
Stated Maturity, the date from which interest, if any, shall accrue and except as may otherwise be provided by the Company in or pursuant to one or more Board Resolutions and set forth in such Officer’s Certificate or in any indenture or
indentures supplemental hereto pertaining to such series of Securities. All Securities of any one series need not be issued at the same time and, unless otherwise so provided by the Company, a series may be reopened for issuances of additional
Securities of such series. 

  
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 If any of the terms of the Securities of any series were established by action taken by or
pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms of such series. 

 

	Section 3.02.	Denominations. 

 Unless otherwise established with respect to any Securities pursuant to
Section 3.01, the Securities of each series denominated in Dollars shall be issuable in registered form without coupons in denominations of $1,000 and any integral multiple thereof. Securities not denominated in Dollars shall be issuable in
such denominations as are established with respect to such Securities pursuant to Section 3.01. 
  

	Section 3.03.	Securities in Foreign Countries 

 Whenever this Indenture provides for (i) any
action by, or the determination of any of the rights of, Holders of Securities of any series in which not all of such Securities are denominated in the same currency, or (ii) any distribution to Holders of Securities, in the absence of any
provision to the contrary in the form of Security of any particular series, any amount in respect of any Security denominated in a currency other than United States dollars shall be treated for any such action or distribution as that amount of
United States dollars that could be obtained for such amount on such reasonable basis of exchange and as of the record date with respect to Securities of such series (if any) for such action, determination of rights or distribution (or, if there
shall be no applicable record date, such other date reasonably proximate to the date of such action, determination of rights or distribution) as the Company may specify in a written notice to the Trustee or, in the absence of such written notice, as
the Trustee may determine. 
  

	Section 3.04.	Execution, Authentication, Delivery and Dating. 

 The Securities shall be executed on
behalf of the Company by its Chairman of the Board, its President, its Chief Operating Officer or one of its Executive Vice Presidents under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or facsimile. 
 Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities. 
 At any time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series, executed by the Company, to the Trustee for authentication, and, provided that the Board Resolution or Resolutions and Officer’s Certificate or supplemental indenture or indentures with respect
to such Securities referred to in Section 3.01 and a Company Order for the authentication and delivery of such Securities, has been delivered to the Trustee, the Trustee in accordance with the Company Order and subject to the provisions hereof
of such Securities shall authenticate and deliver such Securities. 
 The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is
not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines 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. 

  
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 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 in Section 2.02 or 6.12 executed by or on behalf of the Trustee by the manual signature of one of its authorized officers, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. 
  

	Section 3.05.	Temporary Securities. 

 Pending the preparation of definitive Securities of any series,
the Company may execute and deliver to the Trustee and, upon Company Order the Trustee shall authenticate and deliver, in the manner provided in Section 3.04, temporary Securities of such series which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form without coupons and with such appropriate insertions, omissions,
substitutions and other variations as the officers of the Company executing such Securities may determine, as conclusively evidenced by their execution of such Securities. In the case of Securities of any series, such temporary Securities may be in
global form. 
 Except in the case of temporary Securities in global form, which shall be exchanged in accordance with the provisions
thereof, if temporary Securities of any series are issued, the Company shall cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of any series, the temporary Securities
of such series, if any, shall be exchangeable upon request for definitive Securities of such series containing identical terms and provisions upon surrender of the temporary Securities of such series at an office or agency of the Company maintained
for such purpose pursuant to Section 10.02, without charge to any Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Securities of authorized denominations of the same series containing identical terms and provisions. Unless otherwise specified as contemplated by Section 3.01 with respect to a temporary
global Security, until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. 

 

	Section 3.06.	Registration, Transfer and Exchange. 

 With respect to the Securities of each series, if
any, the Company shall cause to be kept, at an office or agency of the Company maintained pursuant to Section 10.02, a register (each such register 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 the Securities of each series and of transfers of the Securities of such series. In the event that the Trustee shall not be the Security Registrar, it
shall have the right to examine the Security Register at all reasonable times. [ ] is hereby initially appointed as Security Registrar for each series of Securities. In the event that [ ] shall cease to be Security Registrar with respect to a series
of Securities, the Trustee shall have the right to examine the Security Register for such series at all reasonable times. 

  
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 Upon surrender for registration of transfer of any Security of any series at any office or agency
of the Company maintained for such series pursuant to Section 10.02, 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, of a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. 

At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series containing identical terms and
provisions, in any authorized denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any 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. 

Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 3.01, any global Security of any series shall be
exchangeable for Securities of such series only if (i) the Securities Depository is at any time unwilling or unable or ineligible to continue as Securities Depository and a successor depository is not appointed by the Company within 90 days of
the date the Company is so notified in writing, (ii) the Company executes and delivers to the Trustee a Company Order to the effect that such global Security shall be so exchangeable, or (iii) an Event of Default has occurred and is
continuing with respect to the Securities. If the beneficial owners of interests in a global Security are entitled to exchange such interests for Securities of such series and of like tenor and principal amount of any authorized form and
denomination, as specified as contemplated by Section 3.01, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive
Securities of that series in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be
surrendered from time to time by the U.S. Depository or such other depository as shall be specified in the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such other depository,
as the case may be (which instructions shall be in writing but need not comply with Section 1.02 or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s
agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered global
Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such global Security to be exchanged; provided, however, that no such exchanges may occur during
a period beginning at the opening of business 15 days before any selection of Securities of such series to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such global Security shall be returned
by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository referred to above in accordance with the instructions of the Company referred to above. If a Security is issued in exchange for
any portion of a global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, interest will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such
global Security is payable in accordance with the provisions of this Indenture. 
 All Securities endorsed thereon issued upon any
registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt, and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such
registration of transfer or exchange. 

  
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 Every Security presented or surrendered for registration of transfer or for exchange, redemption
or conversion shall (if so required by the Company or the Security Registrar for such series of Security presented) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and such Security
Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. 
 No service charge shall be made for any
registration of transfer or exchange, redemption or conversion of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer
or exchange of Securities, other than exchanges pursuant to Section 3.05, 9.06 or 11.07 not involving any transfer. 
 Except as
otherwise specified as contemplated by Section 3.01, the Company shall not be required (i) to issue, register the transfer of or exchange any Securities of any series during a period beginning at the opening of business 15 days before the
day of the selection for redemption of Securities of such series under Section 11.03 and ending at the close of business on the day of such selection, 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, the portion thereof not to be redeemed, or (iii) to issue, register the transfer of or exchange any Security which, in accordance with its terms specified as
contemplated by Section 3.01, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be repaid. 
  

	Section 3.07.	Mutilated, Destroyed, Lost and Stolen Securities. 

 If any mutilated Security is
surrendered to the Trustee, subject to the provisions of this Section 3.07, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series containing identical terms and of like
principal amount and bearing a number not contemporaneously outstanding. 
 If there 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 Company shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Security, a new Security of the same series containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding. 

Notwithstanding the foregoing provisions of this Section 3.07, in case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
 Upon the
issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of
the Trustee) connected therewith. 
 Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or
stolen Security shall constitute a separate obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series. 

  
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 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 3.08.	Payment of Interest; Interest Rights Preserved. 

 Unless otherwise specified as
contemplated by Section 3.01, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities)
is registered as of the close of business on the Regular Record Date for such interest. 
 Any interest on any Security of any series which
shall be payable, but shall not be punctually paid or duly provided for, on any Interest Payment Date for such Security (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record
Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below: 

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities affected (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 such 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 on or prior to the date of the proposed payment. Money will 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 such Securities at his address as it appears in the Security Register not less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Securities (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 in any other lawful manner not inconsistent with the requirements of any securities
exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such payment shall be deemed practicable
by the Trustee. 
 At the option of the Company, interest on Securities of any series that bear interest may be paid by mailing a check to
the address of the person entitled thereto as such address shall appear in the Security Register. 

  
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 Subject to the foregoing provisions of this Section and Section 3.06, each Security
delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 

 

	Section 3.09.	Persons Deemed Owners. 

 Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any),
and (subject to Sections 3.06 and 3.08) interest on or any Additional Amounts with respect to, such Security and for all other purposes whatsoever, whether or not any payment with respect to 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. 
  

	Section 3.10.	Cancellation. 

 All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee or the Security Registrar, be delivered to the Trustee or the Security Registrar, and any such Securities and Securities
surrendered directly to the Trustee or the Security Registrar for any such purpose shall be promptly cancelled by the Trustee or the Security Registrar, as the case may be. The Company may at any time deliver to the Trustee or the Security Registrar
for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee or the Security Registrar, as
the case may be. 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 or as otherwise specified as contemplated by Section 3.01.
All cancelled Securities held by the Trustee or the Security Registrar shall be returned to the Company by the Trustee or the Security Registrar, as the case may be, upon a Company Order. The Trustee shall promptly notify the Company of all
cancelled Securities. 
  

	Section 3.11.	Computation of Interest. 

 Except as otherwise specified as contemplated by
Section 3.01 for Securities of any series, interest on the Securities of each series shall be computed on the basis of 360-day year of twelve 30-day months. 
  

	Section 3.12.	Cusip Numbers. 

 The Company in issuing the Securities may use “CUSIP” numbers
(if then generally in use), and if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; 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. 

  
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 ARTICLE FOUR 

SATISFACTION AND DISCHARGE 
  

	Section 4.01.	Satisfaction and Discharge of Indenture. 

 Upon the direction of the Company by a Company
Order, this Indenture shall cease to be of further effect with respect to any series of Securities specified in such Company Order (except as to any surviving rights of registration of transfer or exchange of Securities of such series herein
expressly provided for and any right to receive Additional Amounts, as provided in Section 10.04), and the Trustee, on receipt of a Company Order, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture as to such series, when 
 (1) either 

(A) all Securities of such series theretofore authenticated and delivered (other than (i) Securities of such series which have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.07, and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company
and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or 

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

(i) have become due and payable, or 

(ii) will become due and payable at their Stated Maturity within one year and such Securities are not convertible into other Securities, or

 (iii) if redeemable at the option of the Company, such Securities are not convertible into other Securities and 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 in trust for the
purpose, a sum of money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, or any Additional Amounts
with respect thereto, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 

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

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

  
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 In the event there are two or more Trustees hereunder, then the effectiveness of any such
instrument shall be conditioned upon receipt of such instruments from all Trustees hereunder. 
 Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.06 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the
Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive such satisfaction and discharge. 
  

	Section 4.02.	Application of Trust Money. 

 Subject to the provisions of the last paragraph of
Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 or this section 4.02 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and any interest or any Additional Amounts for whose
payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 

All monies deposited with the Trustee pursuant to Section 4.01 (and held by it or any Paying Agent) for the payment of Securities
subsequently converted shall be returned to the Company upon Company Request. 
  

	Section 4.03.	Satisfaction, Discharge and Defeasance of Securities of Any Series. 

 If pursuant to
Section 3.01 provision is made for defeasance of Securities of any series pursuant to Section 4.03, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of such series and the
Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of such indebtedness, when 

(1) either 
 (A) with respect to
all Outstanding Securities of such series, 
 (i) the Company has deposited or caused to be deposited with the Trustee, as trust funds in
trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for principal (and premium, if any), any Additional Amounts, and interest to the Stated Maturity or any Redemption
Date as contemplated by the penultimate paragraph of this Section 4.03, as the case may be; or 
 (ii) with respect to any Series of
Securities which are denominated in United States dollars, the Company has deposited or caused to be deposited with the Trustee, as obligations in trust for such purpose, such amount of direct obligations of, or obligations the timely payment of the
principal of and interest on which are fully guaranteed by, the United States of America and which are not callable at the option of the issuer thereof as will, together with the income to accrue thereon without consideration of any reinvestment
thereof, be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for principal (and premium, if any), any Additional Amounts, and interest to the stated Maturity or any Redemption Date as contemplated
by the penultimate paragraph of this Section 4.03; or 
 (B) the Company has properly fulfilled such other means of satisfaction and
discharge as is specified, as contemplated by Section 3.01, to be applicable to the Securities of such series; and 

  
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 (2) the Company has paid or caused to be paid all other sums payable hereunder with respect to
the Outstanding Securities of such series; and 
 (3) the Company has delivered to the Trustee a certificate signed by a nationally
recognized firm of Independent Public Accountants certifying as to the sufficiency of the amounts deposited pursuant to subsections (A) (i) or (ii) of this Section for payment of the principal (and premium, if any) and interest on the
dates such payments are due, an Officer’s Certificate and an Opinion of Counsel, each such Certificate and opinion stating that no Event of Default or event which with notice or lapse of time or both would become an Event of Default with
respect to such Securities shall have occurred and all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities of any such series have been complied with; and 

(4) the Company has delivered to the Trustee 

(A) a ruling from the Internal Revenue Service or an opinion of independent counsel that the holders of the Securities of such series will not
recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the
case if such deposit, defeasance and discharge had not occurred; and 
 (B) if the Securities of such series are then listed on a national
securities exchange, an Opinion of Counsel that the Securities of such series will not be delisted as a result of the exercise of this option. 

Any deposits with the Trustee referred to in subsection (1) (A) of this Section shall be irrevocable and shall be made under the
terms of an escrow trust agreement in form and substance satisfactory to the Trustee. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption or repayment provisions
or in accordance with any mandatory sinking fund requirement, the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. 

Upon the satisfaction of the conditions set forth in this Section 4.03 with respect to all the Outstanding Securities of any series, the
terms and conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, other than the provisions of Sections 3.06, 3.07, and 10.02, other than the right of Holders of such series to receive, from
the trust fund described in this Section, payment of the principal (and premium, if any) of, the interest on or any Additional Amounts with respect to such Securities when such payments are due, other than any right of conversion of such Securities
and the rights, powers, duties and immunities of the Trustee hereunder, shall no longer be binding upon, or applicable to, the Company except those responsibilities and obligations which by the terms of the Indenture survive the termination of the
Indenture; provided that the Company shall not be discharged from any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (iii) of the definition thereof if such obligations continue
to be valid obligations of the Company under applicable law. 

  
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 ARTICLE FIVE 

REMEDIES 
  

	Section 5.01.	Events of Default. 

 “Event of Default”, wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or be effected by operation of law pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body): 
 (1) default in the payment of any installment of interest upon any
Security of that series, as and when the same shall become due and payable, and continuance of such default for a period of 30 days; 

(2) default in the payment of the principal of or premium, if any, on any Security of that series as and when the same shall become due and
payable, whether at maturity, upon redemption, by declaration, upon required repurchase or otherwise; 
 (3) default in the payment of any
sinking fund payment with respect to any Security of that series as and when the same shall become due and payable; 
 (4) failure by the
Company to deliver the required securities or other rights upon an appropriate conversion or exchange election by any Holder of Convertible Securities; 

(5) failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in the
Securities of that series, in any resolution of the Board of Directors authorizing the issuance of that series of Securities, in this Indenture with respect to such series or in any supplemental Indenture with respect to such series (other than a
covenant a default in the performance of which is elsewhere in this Section specifically dealt with), continuing for a period of 90 days after the date on which written notice specifying such failure and requiring the Company to remedy the same
shall have 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 Securities of that series at the time Outstanding; 

(6) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, and adjudging it a bankrupt or insolvent or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the
Company or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; 

(7) the Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect,
or shall consent to the entry of an order for relief in any involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official)
of the Company or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due or shall take any corporate action in furtherance of any of
the foregoing; or 
 (8) any other Event of Default provided with respect to Debt Securities of that series. 

  
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	Section 5.02.	Acceleration of Maturity; Rescission and Annulment. 

 Unless the Board Resolution or
supplemental indenture establishing such series provides otherwise, if an Event of Default (other than an Event of Default specified in Section 5.01(6) or 5.01(7)) with respect to Securities of any series at the time outstanding occurs and is
continuing, then the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal of all the Securities of that series, or such lesser amount as may be provided for in the
Securities of that series, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal or such lesser amount, together with accrued and unpaid
interest, if any, thereon, shall become immediately due and payable. Unless the Board Resolution or supplemental indenture establishing such series provides otherwise, if an Event of Default specified in Section 5.01(6) or 5.01(7) with respect
to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof), together with accrued and unpaid interest, if any, thereon, shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and
payable. 
 At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a
judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of not less than a majority in principal amount of the Outstanding Securities of that series, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its consequences if 
 (1) the Company has paid or deposited with
the Trustee a sum sufficient to pay 
 (A) all overdue installments of interest on and any Additional Amounts payable in respect of all
Securities of such series, 
 (B) the principal of (and premium, if any, on) any Securities of such series which have become due otherwise
than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, 
 (C) to
the extent that payment of such interest is lawful, interest upon overdue installments of interest or any Additional Amounts at the rate or rates borne by or provided for in such Securities, and 

(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel as provided in Section 6.06 hereof; and 
 (2) all Events of Default with respect to Securities of such series,
other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. 

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

 

	Section 5.03.	Collection of Indebtedness and Suits For Enforcement By Trustee. 

 The Company covenants
that if: 
 (1) default is made in the payment of any installment of interest on or any Additional Amounts payable in respect of any
Security when such interest or Additional Amounts shall have become due and payable and such default continues for a period of 30 days, or 
  

  
 26 








 (2) default is made in the payment of the principal of (or premium, if any, on) any Security at
its Maturity, 
 then the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due
and payable on such Securities for principal (and premium, if any) and interest or Additional Amounts, if any, with interest upon the overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally
enforceable, upon overdue installments of interest or any Additional Amounts, at the rate or rates borne by or provided for 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, and may prosecute such proceeding to
judgment or final decree, and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other
obligor upon such Securities, wherever situated. 
 If an Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and
enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or such Securities or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 

 

	Section 5.04.	Trustee May File Proofs of Claim. 

 In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for
the payment of any overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 
 (1)
to file and prove a claim for the whole amount or such lesser amount as may be provided for in the Securities of such series, of principal (and premium, if any) and interest and any Additional Amounts owing and unpaid in respect of the Securities
and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents or counsel)
and of the Holders allowed in such judicial proceeding, and 
  

  
 27 








 (2) to collect and receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to 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 6.06. 

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any
plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

 

	Section 5.05.	Trustee May Enforce Claims Without Possession of Securities. 

 All rights of action
and claims under this Indenture or any of 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 or judgment, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, shall be for the ratable benefit of the Holders of the Security in respect of which such judgment has been recovered. 
  

	Section 5.06.	Application of Money Collected. 

 Any money collected by the Trustee pursuant to this
Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (and premium, if any), interest or any Additional Amounts, 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 6.06; 
 SECOND: To the payment of the amounts then due and
unpaid upon the Securities for principal (and premium, if any) and interest or any Additional Amounts payable in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind,
according to the aggregate amounts due and payable on such Securities for principal (and premium, if any), interest or any Additional Amounts, respectively; and 

THIRD: The balance, if any, to the Company. 
  

	Section 5.07.	Limitation on Suits. 

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

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

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

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

	Section 5.08.	Unconditional Right of Holders to Receive Principal, Premium, Interest and Additional Amounts. 


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 Sections 3.06 and 3.08) interest on or any Additional Amounts in respect of such Security on the respective Stated Maturity or Maturities specified 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 right shall not be impaired without the consent of such Holder. 

 

	Section 5.09.	Restoration of Rights and Remedies. 

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

	Section 5.10.	Rights and Remedies Cumulative. 

 Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.07, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other
right or remedy, and every right and remedy, to the extent permitted by law, shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
  

	Section 5.11.	Delay or Omission Not Waiver. 

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

  
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	Section 5.12.	Control By Holders. 

 The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such
series, provided that: 
 (1) such direction shall not be in conflict with any rule of law or with this Indenture, 

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

(3) such direction is not unduly prejudicial to the rights of other Holders of Securities of such series. 

 

	Section 5.13.	Waiver of Past Defaults. 

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

(1) in the payment of the principal of (and premium, if any) or interest on or Additional Amounts payable in respect of 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 5.14.	Waiver of Stay or Extension Laws. 

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

  
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 ARTICLE SIX 

THE TRUSTEE 
  

	Section 6.01.	Certain Duties and Responsibilities. 

 The duties and responsibilities of the Trustee
shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 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. 

 

	Section 6.02.	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 to the Holders in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, notice of such default hereunder known to a Responsible Officer of the
Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on, or any Additional Amounts with respect to, any Security of
such series or in the payment of any sinking fund installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee
of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Holders of such series. 
  

	Section 6.03.	Certain Rights of Trustee. 

 Subject to the provisions of Section 6.01: 

(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, or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; 

(2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or a Company Order (other
than delivery of any Security to the Trustee for authentication and delivery pursuant to Section 3.04 which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution or Board Resolutions; 
 (3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a
matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s
Certificate; 
 (4) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 

  
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 (5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it
by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs,
expenses and liabilities which might be incurred by it in compliance with such request or direction; 
 (6) the Trustee shall not be bound
to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture 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 to the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; 

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

(8) the Trustee shall not be liable for any action taken, suffered, 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; 
 (9) the Trustee shall not be deemed to
have knowledge or notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default or Event of Default is received by the Trustee
at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; and 
 (10) the rights,
privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent,
custodian and other Person employed to act hereunder. 
  

	Section 6.04.	Not Responsible For Recitals or Issuance of Securities. 

 The recitals contained herein
and in the Securities, except the Trustee’s certificate of authentication, shall be taken as the statements of the Company and neither the Trustee nor any Authenticating Agent assumes responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations
hereunder and that the statements made by it in a Statement of Eligibility and Qualification on Form T-l supplied to the Company are true and accurate, subject to the qualifications set forth therein. The Trustee or any Authenticating Agent shall
not be accountable for the use or application by the Company of Securities or the proceeds thereof. 
  

	Section 6.05.	May Hold Securities. 

 The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other Person that may be an agent of the Trustee or the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act, 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 Person. 

  
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	Section 6.06.	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 and shall be held uninvested. The Trustee shall be under no liability for interest on any money received by it hereunder. 

 

	Section 6.07.	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 shall be mutually agreed upon by the
Company and the Trustee in writing (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 and counsel), except any such expense, disbursement or
advance as may be attributable to its negligence or bad faith; and 
 (3) to indemnify each of the Trustee and any predecessor Trustee and
its agents for, and to hold them harmless against, any loss, liability, claim, damage or expense including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without negligence or bad faith on their
part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of
any of their powers or duties hereunder. 
 The provisions of this Section 6.07 shall survive the termination of this Indenture and the
resignation or removal of the Trustee. 
  

	Section 6.08.	Corporate Trustee Required; Eligibility; Conflicting Interests. 

 There shall at all
times be a Trustee hereunder that is a corporation permitted by Section 310(a)(1) and (5) of the Trust Indenture Act to act as trustee under the Trust Indenture Act and that has a combined capital and surplus (computed in accordance with
Section 310(a) (2) of the Trust Indenture Act) of at least $50,000,000. 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. If the Trustee has or shall acquire any conflicting interest, as defined in Section 310(b) of the Trust Indenture Act, with respect to the Securities of any series, the Trustee shall take such action as is
required pursuant to said Section 310 (b). 
  

	Section 6.09.	Resignation and Removal; Appointment of Successor. 

 (a) No resignation or removal of the
Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee pursuant to Section 6.10. 

  
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 (b) The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series. 

(c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee and the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of
removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 

(d) If at any time: 
 (1) the
Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act after written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for at
least six months, or 
 (2) the Trustee shall cease to be eligible under Section 6.08 and shall fail to resign after written request
therefor by the Company or by any such Holder of a Security, 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 or pursuant to Board Resolution, may remove the Trustee with respect to all Securities, or
(b) subject to Section 315(c) of the Trust Indenture Act any Holder of a Security who has been a bona fide Holder of a Security of any series for at least six months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with respect to all Securities of such series and the appointment of a successor Trustee or Trustees. 

(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by or pursuant to Board Resolutions, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable
requirements of Section 6.10. 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 6.10, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the Holders of Securities and accepted appointment in the manner required by Section 6.10, any Holder of a Security who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 

  
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 (f) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee 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, if any, 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 6.10.	Acceptance of Appointment By Successor. 

 (a) In case of the appointment hereunder of a
successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and 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 and/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 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, 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 that no Trustee shall be responsible for any notice given to, or received by, or any act or failure to act on the part of any other Trustee hereunder,
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, such retiring Trustee shall with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture other than as
hereinafter expressly set forth, 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, to the extent contemplated by such
supplemental indenture, the property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 

(c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. 

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

	Section 6.11.	Merger, Conversion, Consolidation or Succession to Business. 

 Any corporation into which
the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all
of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, 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 6.12.	Appointment of Authenticating Agent. 

 The Trustee may appoint an Authenticating Agent or
Authenticating Agents, which may be an Affiliate of the Company, with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue
or exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.07, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. 

Each Authenticating Agent shall be acceptable to the Company and, except as specified as contemplated by Section 3.01, shall at all times
be a corporation that would be permitted by Section 310(a) (1) and (5) of the Trust Indenture Act to be able to act as a trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its
charter to act as such and that has a combined capital and surplus (computed in accordance with Section 310(a) (2) of the Trust Indenture Act) of not less than $50,000,000. 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. If the Authenticating Agent has or shall acquire any conflicting interest, as defined
in Section 310(b) of the Trust Indenture Act, with respect to the Securities of any series, the Authenticating Agent shall take action as is required pursuant to said Section 310 (b). 

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

  
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 An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and 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 the Company. Upon receiving such a notice of resignation or upon such a termination, or in
case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of Securities, if any, of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 
 The Company agrees to pay each
Authenticating Agent from time to time reasonable compensation for its services under this Section. 
 The provisions of Sections 3.09, 6.04
and 6.05 shall be applicable to each Authenticating Agent. 
 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 or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: 

This certificate represents Securities of the series designated herein referred to in the within-mentioned Indenture. 

 

			
	 Dated: [     ]
	  	[     ],
		  	not in its individual capacity but solely as Trustee

  

			
		
	By:	 	 
		 	Authorized Signatory


  

			
		
	By:	 	 
		 	Authorized Signatory


 If all of the Securities of any series may not be originally issued at one time, and if the Trustee does
not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing
(which writing need not comply with Section 1.02) by the Company, shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.


  
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 ARTICLE SEVEN 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 

Section 7.01. Company to Furnish Trustee Names and Addresses of Holders. 

In accordance with Section 312(a) of the Trust Indenture Act, the Company will furnish or cause to be furnished to the Trustee 

(1) semi-annually, not later than 15 days after the Regular Record Date for interest for each series of Securities, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series as of such Regular Record Date, or if there is no Regular Record Date for interest for such series of Securities, semi-annually, upon such
dates as are set forth in the Board Resolution or indenture supplemental hereto authorizing such series, and 
 (2) at such other times
as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, 

provided, however, that so long as the Trustee is the Security Registrar no such list shall be required to be furnished. 

Section 7.02. Preservation of Information; Communications to Holders. 

(a) The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act. 

(b) 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 Paying Agent nor any Security Registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with Section 312 of the Trust
Indenture Act, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act.

 Section 7.03. Reports By Trustee. 

(a) Within 60 days after May 15 of each year commencing with the year following the first issuance of Securities pursuant to
Section 3.01, if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit pursuant to Section 313(c) of the Trust Indenture Act a brief report dated as of such May 15 with respect to any of the events
specified in said Section 313(a) which may have occurred since the later of the immediately preceding May 15 and the date of this Indenture. 

(b) The Trustee shall transmit the reports required by Section 313(b) of the Trust Indenture Act at the times specified therein.

 (c) Reports pursuant to this Section shall be transmitted in the manner and to the Persons required by Sections 313(c) and (d) of
the Trust Indenture Act. 

  
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 Section 7.04. Reports By Company. 

The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with 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 or other notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officer’s Certificates). Notwithstanding the foregoing, to the extent any of the information required by this Section 7.04 is filed by the Company with the Commission and publicly available on the
Commission’s EDGAR system (or any successor system thereto), then such information shall be deemed to be filed with the Trustee. 

ARTICLE EIGHT 

CONSOLIDATION, MERGER AND SALES 

Section 8.01. Company May Consolidate Etc., Only on Certain Terms. 

Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other
Person or Persons (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any conveyance, transfer or lease of the
property of the Company as an entirety or substantially as an entirety, to any other Person (whether or not affiliated with the Company); provided, however, that: 

(1) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially
as an entirety shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by one or more indentures supplemental hereto, executed and
delivered by the successor Person to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on or any Additional Amounts in respect of all the Securities and the
performance of every other covenant of this Indenture on the part of the Company to be performed or observed; 
 (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) each of the Company and the successor Person has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 

  
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 Section 8.02. Successor Corporation Substituted For Company. 

Upon any consolidation or merger or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety
to any Person in accordance with Section 8.01, 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, the Company shall be relieved of all obligations and covenants under this
Indenture and the Securities. 
 ARTICLE NINE 

SUPPLEMENTAL INDENTURES 

Section 9.01. Supplemental Indentures Without Consent of Holders. 

Without the consent of any Holders, the Company, when authorized by Board Resolutions, 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; 

(2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are
to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; 

(3) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance
of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; 

(4) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; 

(5) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.10(b);

 (6) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture and which shall not adversely affect the interest of the
Holders of Securities of any series in any material respect; 
 (7) to add to, delete from or revise the conditions, limitations and
restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; 

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

(9) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to conform the obligations of
the Company and the Trustee under this Indenture to the obligations imposed on such Persons hereunder pursuant to the Trust Indenture Act or under any similar federal statute hereafter enacted and rules or regulations of the Commission thereunder;

 (10) to make provisions with respect to the conversion rights of Holders of Convertible Securities; or 

(11) to add to, change or eliminate any of the provisions of this Indenture in respect to one or more series of Securities; provided,
however, that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series issued prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify
the rights of the Holder of any such pre-existing series of any Security with respect to the application of such provision to such pre-existing series of a Security or (ii) shall become effective only when there is no such pre-existing series
of a Security outstanding. 
 Section 9.02. 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 Board Resolutions, 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, shall: 
 (1) change the Stated
Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any Additional Amounts payable in respect thereof, or any premium payable upon the redemption
thereof, or change the obligation of the Company to pay Additional Amounts pursuant to Section 10.05 (except as contemplated by Section 8.01(1) and permitted by Section 9.01(1)), or reduce the amount of the principal of an Original
Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the Place of Payment, coin or currency in which any Security or any premium or the interest
thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or 

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

(3) modify any of the provisions of this section, or Sections 5.12, 5.13 or Section 10.11, except to increase any such percentage or
to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby. 

  
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 The Company may, but shall not be obligated to, fix a record date for the purposes of determining
the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture,
whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date,
any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. 
 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 of Securities under this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
 Section 9.03. Execution of Supplemental Indentures.

 As a condition to executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or
the modifications thereby of the trust created by this Indenture, the Trustee shall be provided with, and (subject to Section 315 of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this Indenture and that it complies with the terms of this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise. 
 Section 9.04. Effect of Supplemental Indentures. 

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

Section 9.05. Conformity With Trust Indenture Act. 

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

 Section 9.06. Reference in Securities to Supplemental Indentures. 

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

  
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 ARTICLE TEN 

COVENANTS 

Section 10.01. Payment of Principal, Premium, If Any, and Interest. 

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

Section 10.02. Maintenance of Office or Agency. 

The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of such series may be
presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may
be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. 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, at the place specified for the purpose pursuant to Section 3.01, 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 of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of their 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. Unless otherwise specified as contemplated by Section 3.01, the Company hereby designates as the Place of Payment for each
series the Corporate Trust Office of the Trustee. 
 Section 10.03. Money For Securities Payments to Be Held in Trust. 

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

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

 

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

(1) comply with the provisions of the Trust Indenture Act applicable to it as Paying Agent; 

(2) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities of that series in trust
for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 

(3) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making of any
payment of principal (and premium, if any) or interest on the Securities of that series; and 
 (4) 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 terms as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 

Except as otherwise provided hereby or pursuant hereto, any money deposited with the Trustee or any Paying Agent, or then held by the Company,
in trust for the payment of the principal of (and premium, if any) or interest and Additional Amounts on any Security of any series and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to be published once, in an English language newspaper of general circulation, published on each Business Day, in each Place of Payment for such series or to be mailed to
Holders of Securities for such series, or both, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing nor shall it be later than two years
after such principal (and premium, if any) or interest has become due and payable, any unclaimed balance of such money then remaining will be repaid to the Company. 

Section 10.04. Additional Amounts. 

If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security of
any such series Additional Amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or premium, if any) or interest on, or in respect of, any Security of any series or the net
proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent
that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not made. 
  

  
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 Except as otherwise provided herein or pursuant hereto, if the Securities of a series provide for
the Payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of that series shall not bear interest prior to Maturity, the first day on which a payment
of principal (and premium, if any, is made), and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer’s
Certificate, the Company will furnish the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of
principal (and premium, if any) of or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of that series. If any such withholding shall be required, then such Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders and the Company
agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably
incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer’s Certificate furnished pursuant to this Section. 

Section 10.05. Statement As To Compliance; Notice of Certain Defaults. 

(a) The Company will, in addition to the reports required by Section 7.04, deliver to the Trustee, within 120 days after the end of
each fiscal year (which on the date hereof ends on December 31), commencing December 31, 20[ ], a written statement, which need not comply with Section 1.02, signed by the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer or an Executive Vice President and by the Chief Financial Officer, the Treasurer or an Assistant Treasurer of the Company, stating, as to each signer thereof, that 

(1) a review of the activities of the Company during such year and of performance under this Indenture has been made under his
supervision, and 
 (2) to the best of his knowledge, based on such review, (a) the Company has fulfilled all of its obligations
under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him and the nature and status thereof, and (b) no event has occurred and is continuing
which is, or after notice or lapse of time or both would become, an Event of Default, or, if such an event has occurred and is continuing, specifying each such event known to him and the nature and status thereof. 

(b) The Company will deliver to the Trustee as soon as possible, and in any event, within five days after the occurrence thereof, written
notice of any event which after notice or lapse of time or both would become an Event of Default. 
 Section 10.06. Payment of Taxes and Other
Claims. 
 The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all
taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if
unpaid, might by law become a lien upon the property of the Company or any subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by appropriate proceedings. 
  

  
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 Section 10.07. Corporate Existence. 

Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its
corporate existence, rights (charter and statutory); provided, however, that the Company shall not be required to preserve any such right or franchise if the Company shall determine that the preservation thereof is no longer desirable in the conduct
of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders. 

Section 10.08. Waiver of Certain Covenants. 

Except as otherwise specified as contemplated by Section 3.01 for Securities of such series, the Company may omit in any particular
instance to comply with any term, provision or condition set forth pursuant to Section 3.01(17), or in Section 10.06 or 10.07 with respect to the Securities of any series if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such 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. 
 Section 10.09. Calculation of Original Issue Discount. 

The Company shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original
issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year 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 ELEVEN 

REDEMPTION OF SECURITIES 

Section 11.01. Applicability of Article. 

Redemption of Securities of any series at the option of the Company as permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided herein or pursuant hereto or as specified as by Section 3.01) this Article. 

Section 11.02. Election To Redeem; Notice To Trustee. 

The election of the Company to redeem any Securities shall be evidenced by Board Resolution or in such other manner specified as contemplated
by Section 3.01. In case of any redemption at the election of the Company of the Securities of any series, with the same issue date, interest rate and Stated Maturity, the Company shall, at least 60 days prior to the Redemption Date fixed by
the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed. 

  
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 Section 11.03. Selection By Trustee of Securities To Be Redeemed. 

If less than all the Securities of any series with the same issue date, interest rate, Stated Maturity and other terms are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of portions of the principal amount of Securities of such series; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a
Security of such series not redeemed to less than the minimum denomination for a Security of such series established herein pursuant hereto. 

If any Convertible Security selected for partial redemption is converted in part before termination of the conversion right with respect to
the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed shall
be treated by the Trustee as Outstanding for the purpose of such selection. 
 The Trustee shall promptly notify the Company and the
Security Registrar (if other than itself) in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 

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

Section 11.04. Notice of Redemption. 

Notice of redemption shall be given in the manner provided in Section 1.06, not less than 30 nor more than 60 days prior to the
Redemption Date, unless a shorter period is specified in the Securities to be redeemed, to the Holders of Securities to be redeemed. Failure to give notice by mailing in the manner herein provided to the Holder of any Securities designated for
redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Securities or portion thereof. 

Any notice that is mailed to the Holder of any Securities in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not such Holder receives the notice. 
 All notices of redemption shall state: 

(1) the Redemption Date, 

(2) the Redemption Price, 

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

  
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 (5) in the case of Convertible Securities, the Conversion Price then in effect, the date on
which the right to convert the principal amount of the Securities or the portions thereof to be redeemed will terminate and the place or places where such Securities may be surrendered for conversion, 

(6) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and that interest
thereon and Additional Amounts, if any, shall cease to accrue on and after said date, 
 (7) the place or places where such Securities
are to be surrendered for payment of the Redemption Price, 
 (8) that the redemption is for a sinking fund, if such is the case, and

 (9) the CUSIP number, if any. 

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s
request, by the Trustee in the name and at the expense of the Company. 
 Section 11.05. Deposit of Redemption Price. 

On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 10.03) 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 and any Additional
Amounts with respect thereto, all the Securities or portions thereof which are to be redeemed on that date. 
 If any Convertible Security
or portion thereof called for redemption is converted in accordance with the terms of such Convertible Security, any money deposited with the Trustee or so segregated and held in trust for the redemption of such Security or portion thereof shall
(subject to any right of the Holder of the Security on a Regular Record Date preceding such conversion to receive interest) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. 

Section 11.06. Securities Payable on Redemption Date. 

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at
the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest (or any Additional Amounts) to the Redemption Date; provided, that installments of interest on Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the Regular Record Dates according to their terms
and the provisions of Section 3.08. 
 If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 

  
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 Section 11.07. Securities Redeemed in Part. 

Any Security which is to be redeemed only in part shall be surrendered at any office or agency of the Company maintained for that purpose
pursuant to Section 10.02 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series, containing identical terms and provisions, of
any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a Security in global form is so surrendered, the Company
shall execute, and the Trustee shall authenticate and deliver to the U.S. Depository or other depository for such Security in global form as shall be specified in the Company Order with respect thereto to the Trustee, without service charge, a new
Security in global form in a denomination equal to and in exchange for the unredeemed portion of the principal of the Security in global form so surrendered. 

Section 11.08. Conversion Arrangements on Call for Redemption. 

Notwithstanding anything to the contrary contained in this Indenture, in connection with any redemption of Convertible Securities of any
series, the Company, by an agreement with one or more investment bankers or other purchasers, may arrange for such purchasers to purchase all such Convertible Securities called for redemption (the “Called Securities”) which are either
(i) surrendered for redemption or (ii) not duly surrendered for redemption or conversion prior to the close of business on the Redemption Date, and to convert the same into shares of Common Stock, by the purchasers’ depositing with
the Trustee (acting as Paying Agent with respect to the deposit of such amount and as conversion agent with respect to the conversion of such Called Securities), in trust for the Holders of the Called Securities, on or prior to the Redemption Date
in the manner agreed to by the Company and such purchasers, an amount sufficient to pay the Redemption Price, payable by the Company on redemption of such Called Securities. In connection with any such arrangement for purchase and conversion, the
Trustee as Paying Agent shall pay on or after the Redemption Date such amounts so deposited by the purchasers in exchange for Called Securities surrendered for redemption prior to the close of business on the Redemption Date and for all Called
Securities surrendered after such Redemption Date. Notwithstanding anything to the contrary contained in this Article Eleven, the obligation of the Company to pay the Redemption Price of such Called Securities shall be satisfied and discharged to
the extent such amount is so paid by such purchasers. However, nothing in this Section 11.08 shall in any way relieve the Company of the obligation to pay such Redemption Price on all Called Securities to the extent such amount is not so paid
by said purchasers. For all purposes of this Indenture, any Called Securities surrendered by the Holders for redemption, and any Called Securities not duly surrendered for redemption or conversion prior to the close of business on the Redemption
Date, shall be deemed acquired by such purchasers from such Holders and surrendered by such purchasers for conversion and shall in all respects be deemed to have been converted, all as of immediately prior to the close of business on the Redemption
Date, subject to the deposit by the Purchasers of the above amount as aforesaid. Nothing in this Section 11.08 shall in any way limit the right of any Holder of a Security to convert his Security pursuant to the terms of this Indenture and of
such Security at any time prior to the close of business on the Redemption Date applicable thereto. 

  
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 ARTICLE TWELVE 

SINKING FUNDS 

Section 12.01. Applicability of Article. 

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise
permitted or required by any form of Security of such series issued pursuant to this Indenture. 
 The minimum amount of any sinking fund
payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of such series is herein
referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund
payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. 

Section 12.02. Satisfaction of Sinking Fund Payments With Securities. 

The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series to be made
pursuant to the terms of such Securities as provided for by the terms of such series (1) deliver Outstanding Securities of such series (other than any of such Securities previously called for redemption or any of such Securities in respect of
which cash shall have been released to the Company), and (2) apply as a credit Securities of such series which have been redeemed either at the election of the Company pursuant to the terms of such series of Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of such Securities, provided that such series of Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 

Section 12.03. Redemption of Securities For Sinking Fund. 

Not less than 90 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an
Officer’s Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of Securities of that series pursuant to Section 12.02, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and will also
deliver to the Trustee any Securities to be so credited and not theretofore delivered. If such Officer’s Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment, the Company shall
thereupon be obligated to pay the amount therein specified. Not less than 60 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in
Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Sections 11.06 and 11.07. 
 * * * * * 

  
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 This instrument may be executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
 IN WITNESS WHEREOF, the
parties hereto have caused this Indenture to be duly executed as of the day and year first above written. 
  

			
	UNION BANKSHARES CORPORATION
		
	By:	 	 
	Name:	 	
	 Title:
	 	


 [ ], not in its individual capacity but solely as Trustee 

 

			
	
		
	By:	 	 
	Name:	 	
	 Title:
	 	



  
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