EX-4.1



 Exhibit 4.1 
  

 
  

OPEXA THERAPEUTICS, INC. 

TO 

[            ] 

                       
                                         
    Trustee 
  
  

Indenture 
 Dated as
of                 , 20     
  

 
  

 
  







 Opexa Therapeutics, Inc. 

Reconciliation and tie between Trust Indenture Act of 1939 and 

Indenture, dated as of
                    , 20 
  

			
	 Trust Indenture

    Act Section
	  	 Indenture
Sections

	 § 310(a)(1)
	  	609
	 (a)(2)
	  	609
	 (a)(3)
	  	Not Applicable
	 (a)(4)
	  	Not Applicable
	 (a)(5)
	  	609
	 (b)
	  	608
		  	610
	 § 311(a)
	  	613(a)
	 (b)
	  	613(b)
	 (b)(2)
	  	703(a)(2)
		  	703(b)
	 § 312(a)
	  	701
		  	702(a)
	 (b)
	  	702(b)
	 (c)
	  	702(c)
	 § 313(a)
	  	703(a)
	 (b)
	  	703(b)
	 (c)
	  	703(a), 703(b)
	 (d)
	  	703(c)
	 § 314(a)
	  	704, 1004
	 (b)
	  	Not Applicable
	 (c)(1)
	  	102
	 (c)(2)
	  	102
	 (c)(3)
	  	Not Applicable
	 (d)
	  	Not Applicable
	 (e)
	  	102
	 § 315(a)
	  	601(a)
	 (b)
	  	602
		  	703(a)(7)
	 (c)
	  	601(b)
	 (d)
	  	601(c)
	 (d)(l)
	  	601(a)(1)
	 (d)(2)
	  	601(c)(2)
	 (d)(3)
	  	601(c)(3)
	 (e)
	  	514
	 § 316(a)
	  	101
	 (a)(1)(A)
	  	502
		  	512
	 (a)(1)(B)
	  	513
	 (a)(2)
	  	Not Applicable
	 (b)
	  	508
	 (c)
	  	104(e)
	 § 317(a)(l)
	  	503
	 (a)(2)
	  	504
	 (b)
	  	1003
	 § 318(a)
	  	107

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








							
	 	  	TABLE OF CONTENTS	  	 	 
	 	  	 	  	Page	 
		  	ARTICLE ONE	  			
			
		  	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	  			
			
	SECTION 101.	  	 Definitions.
	  	 	1	  
			
	SECTION 102.	  	 Compliance Certificates and Opinions
	  	 	6	  
			
	SECTION 103.	  	 Form of Documents Delivered to Trustee
	  	 	7	  
			
	SECTION 104.	  	 Acts of Holders.
	  	 	7	  
			
	SECTION 105.	  	 Notices, Etc. to Trustee and Company
	  	 	8	  
			
	SECTION 106.	  	 Notice to Holders; Waiver.
	  	 	8	  
			
	SECTION 107.	  	 Conflict With Trust Indenture Act.
	  	 	9	  
			
	SECTION 108.	  	 Effect of Headings and Table of Contents.
	  	 	9	  
			
	SECTION 109.	  	 Successors and Assigns.
	  	 	9	  
			
	SECTION 110.	  	 Separability Clause.
	  	 	9	  
			
	SECTION 111.	  	 Benefits of Indenture.
	  	 	9	  
			
	SECTION 112.	  	 Governing Law.
	  	 	9	  
			
	SECTION 113.	  	 Legal Holidays
	  	 	9	  
			
	SECTION 114.	  	 Rules by Trustee and Agents.
	  	 	9	  
			
	SECTION 115.	  	 No Recourse Against Others
	  	 	9	  
			
		  	ARTICLE TWO	  			
			
		  	SECURITY FORMS	  			
			
	SECTION 201.	  	 Forms Generally.
	  	 	10	  
			
	SECTION 202.	  	 Form of Trustee’s Certificate of Authentication.
	  	 	10	  
			
		  	ARTICLE THREE	  			
			
		  	THE SECURITIES	  			
			
	SECTION 301.	  	 Amount Unlimited; Issuable in Series.
	  	 	10	  
			
	SECTION 302.	  	 Denominations.
	  	 	13	  
			
	SECTION 303.	  	 Execution, Authentication, Delivery and Dating
	  	 	13	  
			
	SECTION 304.	  	 Temporary Securities.
	  	 	14	  
			
	SECTION 305.	  	 Registration, Registration of Transfer and Exchange.
	  	 	14	  
			
	SECTION 306.	  	 Mutilated, Destroyed, Lost and Stolen Securities
	  	 	15	  
			
	SECTION 307.	  	 Payment of Interest; Interest Rights Preserved
	  	 	15	  
			
	SECTION 308.	  	 Persons Deemed Owners
	  	 	16	  
			
	SECTION 309.	  	 Cancellation.
	  	 	16	  
			
	SECTION 310.	  	 Computation of Interest.
	  	 	17	  
			
	SECTION 311.	  	 Global Securities; Exchanges; Registration and Registration of Transfer.
	  	 	17	  


  
 i 









							
			
	SECTION 312.	  	 Extension of Interest Payment
	  	 	17	  
			
		  	ARTICLE FOUR	  			
			
		  	SATISFACTION AND DISCHARGE; DEFEASANCE	  			
			
	SECTION 401.	  	 Termination of Company’s Obligations.
	  	 	17	  
			
	SECTION 402.	  	 Defeasance and Discharge of Indenture.
	  	 	18	  
			
	SECTION 403.	  	 Defeasance of Certain Obligations.
	  	 	19	  
			
	SECTION 404.	  	 Conditions to Defeasance.
	  	 	19	  
			
	SECTION 405.	  	 Application of Trust Money.
	  	 	20	  
			
	SECTION 406.	  	 Reinstatement
	  	 	21	  
			
		  	ARTICLE FIVE	  			
			
		  	REMEDIES	  			
			
	SECTION 501.	  	 Events of Default
	  	 	21	  
			
	SECTION 502.	  	 Acceleration of Maturity; Rescission and Annulment.
	  	 	22	  
			
	SECTION 503.	  	 Collection of Indebtedness and Suits for Enforcement by Trustee.
	  	 	23	  
			
	SECTION 504.	  	 Trustee May File Proofs of Claim
	  	 	23	  
			
	SECTION 505.	  	 Trustee May Enforce Claims Without Possession of Securities.
	  	 	23	  
			
	SECTION 506.	  	 Application of Money Collected
	  	 	24	  
			
	SECTION 507.	  	 Limitation on Suits.
	  	 	24	  
			
	SECTION 508.	  	 Unconditional Right of Holders to Receive Principal, Premium and Interest.
	  	 	24	  
			
	SECTION 509.	  	 Restoration of Rights and Remedies
	  	 	24	  
			
	SECTION 510.	  	 Rights and Remedies Cumulative.
	  	 	25	  
			
	SECTION 511.	  	 Delay or Omission Not Waiver.
	  	 	25	  
			
	SECTION 512.	  	 Control by Holders
	  	 	25	  
			
	SECTION 513.	  	 Waiver of Past Defaults
	  	 	25	  
			
	SECTION 514.	  	 Undertaking for Costs.
	  	 	25	  
			
	SECTION 515.	  	 Waiver of Stay or Extension Laws
	  	 	26	  
			
		  	ARTICLE SIX	  			
			
		  	THE TRUSTEE	  			
			
	SECTION 601.	  	 Certain Duties and Responsibilities.
	  	 	26	  
			
	SECTION 602.	  	 Notice of Defaults.
	  	 	27	  
			
	SECTION 603.	  	 Certain Rights of Trustee
	  	 	27	  
			
	SECTION 604.	  	 Not Responsible for Recitals or Issuance of Securities
	  	 	28	  
			
	SECTION 605.	  	 May Hold Securities.
	  	 	28	  
			
	SECTION 606.	  	 Money Held in Trust
	  	 	28	  
			
	SECTION 607.	  	 Compensation and Reimbursement.
	  	 	28	  
			
	SECTION 608.	  	 Disqualification; Conflicting Interests.
	  	 	28	  


  
 ii 









							
			
	SECTION 609.	  	 Corporate Trustee Required; Eligibility
	  	 	29	  
			
	SECTION 610.	  	 Resignation and Removal; Appointment of Successor
	  	 	29	  
			
	SECTION 611.	  	 Acceptance of Appointment by Successor
	  	 	30	  
			
	SECTION 612.	  	 Merger, Conversion, Consolidation or Succession to Business.
	  	 	31	  
			
	SECTION 613.	  	 Preferential Collection of Claims Against Company.
	  	 	31	  
			
	SECTION 614.	  	 Appointment of Authenticating Agent
	  	 	31	  
			
		  	ARTICLE SEVEN	  			
			
		  	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	  			
			
	SECTION 701.	  	 Company to Furnish Trustee Names and Addresses of Holders.
	  	 	32	  
			
	SECTION 702.	  	 Preservation of Information; Communications to Holders
	  	 	33	  
			
	SECTION 703.	  	 Reports by Trustee.
	  	 	34	  
			
	SECTION 704.	  	 Reports by Company.
	  	 	34	  
			
		  	ARTICLE EIGHT	  			
			
		  	CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER	  			
			
	SECTION 801.	  	 Company May Consolidate, Etc. Only on Certain Terms
	  	 	34	  
			
	SECTION 802.	  	 Successor Substituted for the Company
	  	 	35	  
			
		  	ARTICLE NINE	  			
			
		  	SUPPLEMENTAL INDENTURES	  			
			
	SECTION 901.	  	 Supplemental Indentures Without Consent of Holders.
	  	 	35	  
			
	SECTION 902.	  	 Supplemental Indentures With Consent of Holders
	  	 	36	  
			
	SECTION 903.	  	 Execution of Supplemental Indentures.
	  	 	37	  
			
	SECTION 904.	  	 Effect of Supplemental Indentures
	  	 	38	  
			
	SECTION 905.	  	 Conformity With Trust Indenture Act.
	  	 	38	  
			
	SECTION 906.	  	 Reference in Securities to Supplemental Indentures
	  	 	38	  
			
	SECTION 907.	  	 Revocation and Effect of Consents.
	  	 	38	  
			
	SECTION 908.	  	 Modification Without Supplemental Indenture.
	  	 	38	  
			
		  	ARTICLE TEN	  			
			
		  	COVENANTS	  			
			
	SECTION 1001.	  	 Payment of Principal, Premium and Interest
	  	 	38	  
			
	SECTION 1002.	  	 Maintenance of Office or Agency
	  	 	39	  
			
	SECTION 1003.	  	 Money for Securities Payments to Be Held in Trust
	  	 	39	  
			
	SECTION 1004.	  	 Statement as to Compliance
	  	 	40	  
			
	SECTION 1005.	  	 Corporate Existence
	  	 	40	  
			
	SECTION 1006.	  	 Waiver of Certain Covenants
	  	 	40	  


  
 iii 









							
			
		  	ARTICLE ELEVEN	  			
			
		  	REDEMPTION OF SECURITIES	  			
			
	SECTION 1101.	  	 Applicability of Article.
	  	 	41	  
			
	SECTION 1102.	  	 Election to Redeem; Notice to Trustee.
	  	 	41	  
			
	SECTION 1103.	  	 Selection by Trustee of Securities to Be Redeemed.
	  	 	41	  
			
	SECTION 1104.	  	 Notice of Redemption.
	  	 	41	  
			
	SECTION 1105.	  	 Securities Payable on Redemption Date
	  	 	42	  
			
	SECTION 1106.	  	 Securities Redeemed in Part.
	  	 	43	  
			
		  	ARTICLE TWELVE	  			
			
		  	REPAYMENT OF SECURITIES AT OPTION OF HOLDERS	  			
			
	SECTION 1201.	  	 Applicability of Article.
	  	 	43	  
			
	SECTION 1202.	  	 Notice of Repayment Date.
	  	 	43	  
			
	SECTION 1203.	  	 Securities Payable on Repayment Date.
	  	 	44	  
			
	SECTION 1204.	  	 Securities Repaid in Part.
	  	 	44	  


  
 iv 








 INDENTURE, dated as of
                    , 20 , between OPEXA THERAPEUTICS, INC., a corporation duly organized and existing under the laws of Texas (herein called the
“Company”), having its principal office at 2635 Technology Forest Blvd., The Woodlands, Texas 77381, and [TRUSTEE] (herein called the “Trustee”). 

RECITALS OF THE COMPANY 

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of
its unsecured debentures, notes or other evidences of indebtedness (each herein called a “Security” or, collectively, the “Securities”), in an unlimited aggregate principal amount to be issued in one
or more series as in this Indenture provided. 
 All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

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

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

SECTION 101.  Definitions.  For all purposes of this Indenture, except as otherwise expressly provided or unless
the context otherwise requires; 
 (1)      the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular; 
 (2)      all other terms used herein
that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; 

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

 (4)      the word “or” is not exclusive; and 

(5)      the words “herein”, “hereof” and “hereunder” and other words of similar
import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 
 Certain terms, used
principally in Article Six, are defined in that Article. 
 “Act”, when used with respect to any Holder, has the
meaning specified in Section 104. 
 “Affiliate” of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to
the foregoing. 

  
 1 








 “Authenticating Agent” means any Person authorized by the
Trustee to act on behalf of the Trustee to authenticate Securities. 
 “Authorized
Newspaper” means a newspaper in an official language of the country of publication or in the English language, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general
circulation in the place in connection with which the term is used. Whenever successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business Day. If it shall be impossible or impractical to make any publication of any notice required by this Indenture in the manner herein provided, any publication or other notice in lieu
thereof that is made or given by the Trustee shall constitute a sufficient publication of such notice. 

“Authorized Officer” means the Chief Executive Officer, the President, any Vice President (whether or
not designated by a number or numbers or word or words added before or after the title “Vice President”), the Chief Financial Officer, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Company.

 “Board of Directors” means either the board of directors of the Company or any duly
authorized committee of that board. 
 “Board Resolution” when used with reference to
the Company means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to
the Trustee. 
 “Business Day”, when used with respect to any Place of Payment or any
other particular location specified in the Securities or this Indenture, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in that Place of Payment, such other location or the city in which
the Corporate Trust Office of the Trustee is located, are authorized or obligated by law to close, except as may be otherwise specified as contemplated by Section 301(b).  

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

“Company Request” or “Company Order” means a written request or order signed in
the name of the Company by an Authorized Officer and delivered to the Trustee. 
 “Corporate Trust
Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered and which at the date hereof is located at ●. 

“corporation” means a corporation, association, joint stock company, limited liability company or
business trust.  
 “Defaulted Interest” has the meaning specified in Section
307. 
 “Depositary” means, with respect to the Securities of any series issuable or
issued in the form of a Global Security, the Person designated as Depositary by the Company in Section 301(b) until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter
“Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such 

  
 2 








 
Person, “Depositary” as used with respect to the Securities of any such series shall mean the Depositary with respect to the Securities of that
series. 
 “Dollar” or “$” means a dollar or other equivalent
unit in such coin or currency of the United States of America that is legal tender for the payment of public and private debts at the time of payment. 

“Eligible Obligations” means: 

(a) with respect to Securities denominated in Dollars, U.S. Government Obligations; or 

(b) with respect to Securities denominated in a currency other than Dollars or in a composite currency, such other obligations or instruments
as shall be specified with respect to such Securities, as contemplated by Section 301(b). 
 “Event of
Default” has the meaning specified in Section 501. 
 “Global Security”
means a Security, if any, issued to evidence all or a part of a series of Securities in accordance with Section 301.  

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under
(i) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and (ii) other agreements or arrangements designed to protect such Person against fluctuations in interest rates. 

“Holder” means, with respect to a Security, a Person in whose name such Security is registered in the
Security Register.  
 “Indenture” means this instrument as originally executed and as
it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the form and terms of particular series of Securities established as
contemplated by Section 301. 
 “Indexed Security” means a Security the terms of which
provide that the principal amount thereof payable at Stated Maturity may be more or less than the principal face amount thereof at original issuance. 

“interest”, when used with respect to an Original Issue Discount Security that by its terms bears
interest only after Maturity, means interest payable after Maturity. 
 “Interest Payment
Date”, when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.  

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

“Officer’s Certificate” means a certificate signed by an Authorized Officer and delivered to the
Trustee. 
 “Opinion of Counsel” means a written opinion of counsel, who may be an
employee of, or counsel for, the Company or an Affiliate of the Company, and who shall be reasonably acceptable to the Trustee. 

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

  
 3 








 “Outstanding”, when used with respect to Securities of any
series, 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 delivered to the Trustee for
cancellation; 
 (b)      Securities or portions thereof for whose payment or redemption money
or Eligible Obligations (or any combination of money and Eligible Obligations) in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company or any other obligor on such Security) in trust or set
aside and segregated in trust by the Company or any other obligor on such Security (if the Company or any other obligor on such Security acts as its own Paying Agent) for the Holders of such Securities; provided, however, that if such
Securities, or portions thereof, are to be redeemed prior to the Stated Maturity thereof, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 

(c)      Securities as to which the Company has effected defeasance as provided in
Section 402; 
 (d)      Securities that have been paid pursuant to Section 306 or
in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there have been presented to the Trustee proof satisfactory to it and the
Company that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; 
 provided,
however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, 

(i)         Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor (unless the Company, such Affiliate or such obligor owns (x) all Securities Outstanding under this Indenture or (y) except for the purposes of actions to be taken by Holders of more
than one series or Tranche voting as a class, all Outstanding Securities of each such series and each such Tranche, as the case may be, determined without regard to this clause) shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities that the Trustee knows to be so owned shall be so disregarded. Securities so owned that
have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other obligor; 

(ii)        in determining whether the Holders of the requisite principal amount of
Securities of any series or Tranche have concurred in any direction, waiver or consent, the principal amount of Original Issue Discount Securities that shall be deemed to be outstanding shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon acceleration of the maturity thereof pursuant to Section 502; 

(iii)      in the case of any Security the principal of that is payable from time to time
without presentment or surrender, the principal amount of such Security that shall be deemed to be Outstanding at any time for all purposes of this Indenture shall be the original principal amount thereof less the aggregate amount of principal
thereof theretofore paid; and 
 (iv)       in the case of Securities having been
denominated in a currency other than Dollars and remaining outstanding contemporaneously with Securities denominated in Dollars, the principal amount of any Security that is denominated in a currency other than Dollars or in a composite currency
that shall be deemed to be Outstanding for such purposes shall be determined as contemplated by Section 301(b). 

  
 4 








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

“Periodic Offering” means an offering of Securities of a series from time to time any or all of the
specific terms of which Securities, including without limitation the rate or rates of interest, if any, thereon, the Stated Maturity or Maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the
Company or its agents from time to time subsequent to the initial request for the authentication and delivery of such Securities by the Trustee, all as contemplated in Sections 301 and 303.  

“Person” means any individual, corporation, partnership, joint venture, trust, unincorporated
organization or government or any agency or political subdivision thereof. 
 “Place of
Payment”, when used with respect to the Securities of any series, or any Tranche thereof, means the place or places where the principal of (and premium, if any) and interest, if any, on the Securities of that series or Tranche are
payable as specified as contemplated by Section 301(b). 
 “Predecessor Security” of
any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security, and, for the purposes of this definition, any Security authenticated and delivered under
Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 

“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such
redemption by or pursuant to this Indenture. 
 “Redemption Price”, when used with
respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture, exclusive of accrued and unpaid interest, if any. 

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any
series means the date specified for that purpose as contemplated by Section 301(b). 
 “Repayment
Date”, when used with respect to any Security of any series to be repaid or repurchased, means the date, if any, fixed for such repayment or for such repurchase (whether at the option of the Holders or otherwise) pursuant to this
Indenture. 
 “Repayment Price”, when used with respect to any Security of any series
to be repaid, means the price, if any, at which it is to be repaid pursuant to Section 301(b).  

“Responsible Officer”, when used with respect to the Trustee, means any officer within the corporate
trust department or any other successor group of the Trustee, including any vice president, assistant vice president, assistant secretary or any other officer of the Trustee customarily performing functions similar to those performed by any of the
above designated officers and also means, with respect to a particular corporate trust matter, any other officer of the Trustee to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

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

“Security Register” and “Security Registrar” have the respective meanings
specified in Section 305.  
 “series” or “series of
Securities” means a series of Securities issued under this Indenture as determined by Board Resolution or as otherwise determined under this Indenture. 

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

  
 5 








 “Stated Maturity”, when used with respect to any Security
or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 

“Subsidiary” of any Person means (a) any corporation, association or other business entity of
which more than 50% of the outstanding total voting power ordinarily entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, trustees or other voting members of the governing body thereof is at
the time owned or controlled, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries or (b) any partnership the sole general partner or the managing general partner of
which is the Company or a Subsidiary of the Company or the only general partners of which are the Company or of one or more Subsidiaries of the Company (or any combination thereof).  

“Tranche” means a group of Securities which (a) are of the same series and (b) have identical
terms to other Tranches of such series except as to principal amount, date of issuance or first interest payment date, each of which may vary among Tranches of any one series. 

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

“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 905. 
 “U.S. Government
Obligations” means (x) any security that is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America are pledged or (ii) an obligation of a
Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, and (y) any
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933) as custodian with respect to any U.S. Government Obligation that is specified in clause (x) above and held by such bank for the account of
the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S.
Government Obligation evidenced by such depositary receipt. 
 “Vice President”, when
used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”. 

SECTION 102.  Compliance Certificates and Opinions.  (a) Except as otherwise expressly provided in this
Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall, if requested by the Trustee, 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 is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate
or opinion need be furnished. 
 (b)      Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates provided for in Section 1004) shall include: 

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

  
 6 








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

(3)      a statement that, in the opinion of each such individual, he has made such examination
or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(4)      a statement as to whether, in the opinion of each such individual, such condition or
covenant has been complied with. 
 SECTION 103.  Form of Documents Delivered to Trustee.    (a) 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. 
 (b)      Any certificate, statement or opinion of an officer of the Company
may be based, insofar as it relates to legal matters, upon a certificate or an Opinion of Counsel, or representations by counsel. Any such certificate, statement or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a
certificate, statement 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. Any certificate, statement or opinion of an
officer of the Company or of counsel may be based, insofar as it relates to accounting matters, upon a certificate, statement or opinion of, or representations by, an accountant or firm of accountants in the employ of the Company. Any certificate,
statement or opinion of, or representations by, any independent firm of public accountants filed with the Trustee shall contain a statement that such firm is independent. 

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

SECTION 104.  Acts of Holders.   (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be made, 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 an agent duly appointed
in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. 

(b)      The fact and date of the execution by any Person of any such instrument or writing may be proved by
the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner acceptable to the Trustee. 

(c)      The principal amount (except as otherwise contemplated in clause (ii) of the proviso to the
definition of “Outstanding”) and serial numbers of Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. 

  
 7 








 (d)      Any request, demand, authorization, direction, notice,
consent, election, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 

(e)      The Company may set a record date for purposes of determining the identity of Holders of any
Outstanding Securities of any series entitled to vote or consent to any action by vote or consent authorized or permitted by Section 512 or 513. Such record date shall be not less than 10 nor more than 60 days prior to the first solicitation of
such consent or the date of the most recent list of Holders of such Securities furnished to the Trustee pursuant to Section 701 prior to such solicitation. 

(f)      If the Company solicits from Holders any request, demand, authorization, direction, notice, consent,
election, waiver or other Act, the Company may, at its option, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, election, 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, election, waiver or other Act may be given before or after such record date, but only the Holders of record
at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of the Outstanding Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, election, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of the record date. 

SECTION 105.  Notices, Etc. to Trustee and Company.  Except as otherwise provided herein, any request,
demand, authorization, direction, notice, consent, election, 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, 

(a)      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, Attention: ●, or 

(b)      the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other
address furnished in writing to the Trustee by the Company prior to such mailing. 
 SECTION 106.    Notice to
Holders; Waiver.  (a) Except as otherwise expressly provided herein, where this Indenture provides for notice of any event or reports to Holders, such notice or report shall be sufficiently given if in writing and mailed,
first-class postage prepaid or electronically in the case of Global Securities, to each Holder of Securities affected by such event, at the address of such Holder as it appears in the Security Register and to addresses filed with the Trustee or
preserved on the Trustee’s list pursuant to Section 702(a) for other Holders (and to such other addressees as may be required in the case of such notice or report under Section 313(c) of the Trust Indenture Act), not later than the
latest date, and not earlier than the earliest date, prescribed for the giving of such notice or report. 

(b)      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. 

(c)      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. 
 (d)      Notwithstanding any other provision of
this Indenture or any Security, where this Indenture or any Security provides for notice of any event (including any notice of redemption) to a holder of a 

  
 8 








 
Global Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary for such Security (or its designee) pursuant to the applicable procedures of the
Depositary. 
 SECTION 107.  Conflict With Trust Indenture Act.  If any provision hereof limits,
qualifies or conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. 

SECTION 108.  Effect of Headings and Table of Contents.  The Article and Section headings herein and the
Table of Contents are for convenience only and shall not affect the construction hereof. 
 SECTION 109.  Successors and
Assigns.  All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 

SECTION 110.  Separability Clause.  In case any provision in this Indenture or in the Securities is
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

SECTION 111.  Benefits of Indenture.  Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto (including any Paying Agent appointed pursuant to Section 1002 and Authenticating Agent appointed pursuant to Section 614 to the extent provided herein) and their successors hereunder
and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
 SECTION 112.  Governing
Law.  This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York in the United States, but without giving effect to the conflicts of laws principles thereof. 

SECTION 113.  Legal Holidays.  In any case where any Interest Payment Date, Redemption Date, Repayment Date
or Stated Maturity of any Security is not a Business Day at any Place of Payment or the city in which the Corporate Trust Office of the Trustee is located, then (notwithstanding any other provision of this Indenture or of the Securities, other than
a provision in Securities of any series, or in the Board Resolution, Supplemental Indenture or Officer’s Certificate that establishes the terms of such Securities, that specifically states that such provision shall apply in lieu of this
Section) payment of interest or principal (and premium, if any) need not be made 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, Repayment Date, or at the Stated Maturity, and such extension of time shall in such case be (1) excluded in the computation of interest, if any, accruing on such Security at a fixed rate and
(2) included in the computation of interest, if any, accruing on such Security at a floating rate; provided, however, that if such extension would cause payment of interest at a floating rate to be made in the next following
calendar month, such payment shall be made on the next preceding Business Day. 
 SECTION 114.  Rules by Trustee and
Agents.  The Trustee may make reasonable rules for action by or at a meeting of Holders of one or more series. The Paying Agent or Security Registrar may make reasonable rules and set reasonable requirements for its functions.

 SECTION 115.  No Recourse Against Others.  No past, present or future director, officer, stockholder
or employee, as such, of the Company or any of its Affiliates or any successor corporation shall have any liability for any obligation, covenant or agreement of the Company under this Indenture or any indenture supplemental hereto, or in the
Securities, or for any claim based on, in respect of or by reason of such obligations, covenants or agreements or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the
consideration for the execution and delivery of this Indenture and the issue of the Securities. 

  
 9 








 ARTICLE TWO 

SECURITY FORMS 
 SECTION
201.  Forms Generally.  (a) The Securities of each series shall be in substantially such form as shall be established by or pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or
established in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be required to comply with law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform with general usage, all as may,
consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. When the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. 

(b)      The definitive Securities shall be produced in such manner or combination of manners, all as
determined by the officers executing such Securities, as evidenced by their execution of such Securities. 
 SECTION
202.  Form of Trustee’s Certificate of Authentication.  The Trustee’s certificate of authentication shall be in substantially the following form: 

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

 

			
	 [            ]

as Trustee

		
	By	 	 
		 	Authorized Officer


 ARTICLE THREE 

THE SECURITIES 
 SECTION
301.  Amount Unlimited; Issuable in Series.  (a) The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. 

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

(1)      the title of the Securities of such series (which shall distinguish the Securities of
the series from all other Securities); 
 (2)      any limit upon the aggregate principal
amount of the Securities of such series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such
series pursuant to Section 304, 305, 306, 906, 1107 or 1204 and except for any Securities that, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); 

  
 10 








 (3)      the date or dates on which the principal
and premium, if any, of the Securities of such series, or any Tranche thereof, is payable or any formula or other method or other means by which such date or dates shall be determined, by reference to an index or other fact or event ascertainable
outside of this Indenture or otherwise (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension); 

(4)      the rate or rates at which the Securities of such series, or any Tranche thereof, shall
bear interest, if any (including the rate or rates at which overdue principal shall bear interest, if different from the rate or rates at which such Securities shall bear interest prior to Maturity, and, if applicable, the rate or rates at which
overdue premium or interest shall bear interest, if any), or any formula or other method or other means by which such rate or rates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or
otherwise; the date or dates from which such interest shall accrue; the Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on such Securities on any Interest Payment Date; the
right of the Company, if any, to extend the interest payment periods and the duration of any such extension as contemplated by Section 312; and the basis of computation of interest, if other than as provided in Section 310; 

(5)      the place or places where the principal of and premium, if any, and interest, if any,
on Securities of such series, or any Tranche thereof, shall be payable, where the Securities of such series, or any Tranche thereof, may be surrendered for registration of transferor for exchange, and where notices and demands to or upon the Company
in respect of the Securities of such series, or any Tranche thereof, and this Indenture may be served and notices to Holders pursuant to Section 106 will be published; the Security Registrar and any Paying Agent or Agents for such series or
Tranche; and if such is the case, that the principal of such Securities shall be payable without presentment or surrender thereof; 

(6)      if applicable, the period or periods within which, the price or prices at which and the
terms and conditions upon which Securities of such series, or any Tranche thereof, may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem
such Securities shall be evidenced; 
 (7)      the obligation, if any, of the Company to
redeem or purchase Securities of such series, or any Tranche thereof, pursuant to any sinking fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and
conditions upon which Securities of such series, or any Tranche thereof, shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 

(8)      the terms, if any, on which the Securities of such series will be subordinate in right
and priority of payment to other debt of the Company; 
 (9)      the denominations in which
any Securities of such series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof; 

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

(11)    if other than the currency of the United States of America, the currency or currencies, including
composite currencies, in which the principal of or any premium or interest on the Securities of such series shall be payable and the manner of determining the equivalent of any such amount in Dollars is to be determined for any purpose, including
for the purpose of determining the principal amount of such Securities deemed to be Outstanding at any time; 

(12)    if the principal of or any premium or interest on the Securities of such series is to be payable,
or is to be payable at the election of the Company or a Holder thereof, in securities or other property, the type and amount of such securities or other property, or the manner of determining such 

  
 11 








 
amount shall be determined, and the period or periods within which, and the terms and conditions upon which, any such election may be made; 

(13)    the Person to whom any interest on any Security of such series shall be payable, if other than the
Person in whose name that Security is registered at the close of business on the Regular Record Date for such interest, and the extent to which, or the manner in which, any interest payable on a temporary or permanent Global Security on an interest
payment date will be paid; 
 (14)    any addition to or change in the Events of Default, with respect
to the Securities of such series, and any addition to or change in the covenants of the Company for the benefit of the Holders of the Securities of such series in addition to those set forth in Article Ten; 

(15)    the terms and conditions, if any, pursuant to which the Securities of such series may be converted
into or exchanged for securities or other property of the Company or any other Person; 
 (16)    the
terms and conditions, if any, pursuant to which the Company’s obligations under this Indenture may be terminated through the deposit of money or Eligible Instruments as provided in Article Four; 

(17)    any exceptions to Section 113, or variation in the definition of Business Day, with respect
to the Securities of such series; 
 (18)    any collateral security, assurance or guaranty for the
Securities of such series; 
 (19)    the non-applicability of Section 608 to the Securities of
such series or any exceptions or modifications of Section 608 with respect to the Securities of such series; 

(20)    any rights or duties of another Person to assume the obligations of the Company with respect to
the Securities of such series (whether as joint obligor, primary obligor, secondary obligor or substitute obligor) and any rights or duties to discharge and release any obligor with respect to the Securities of such series or this Indenture to the
extent related to such series; and 
 (21)    any other terms, conditions and rights of such series
(which terms, conditions and rights shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(a)(4)). 

(c)      All Securities of any one series (other than Securities offered in a Periodic Offering) shall be
substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officer’s Certificate or in any such indenture supplemental hereto and as reasonably
acceptable to the Trustee. Securities of different series may differ in any respect. 
 (d)      If the terms
and form or forms of any series of Securities are established by or pursuant to a Board Resolution, the Company shall deliver a copy of such Board Resolution to the Trustee at or prior to the issuance of such series with (1) the form or forms
of Security that have been approved attached thereto, or (2) if such Board Resolution authorizes a specific officer or officers to approve the terms and form or forms of the Securities, a certificate of such officer or officers approving the
terms and form or forms of Security with such form or forms of Securities attached thereto. Such Board Resolution or certificate may provide general terms or parameters for Securities of any series and may provide that the specific terms of
particular Securities of a series may be determined in accordance with or pursuant to the Company Order referred to in Section 303. 

(e)      With respect to Securities of a series subject to a Periodic Offering, the indenture supplemental
hereto or the Board Resolution that establishes such series, or the Officer’s Certificate pursuant to such supplemental indenture or Board Resolution, as the case may be, may provide general terms or parameters for Securities of such series and
provide either that the specific terms of Securities of such series shall be specified in a Company Order or that such terms shall be determined by the Company or its agents in accordance with procedures specified in a Company Order as contemplated
by Section 303(c). 

  
 12 








 (f)      Unless otherwise specified with respect to a series of
Securities pursuant to paragraph (2) of Section 301(b), such series of Securities may be issued in one or more Tranches with various principal amounts without the consent of any Holders and additional Tranches of such series may be
authenticated and delivered pursuant to Section 303. 
 SECTION 302.  Denominations.  The Securities
of each series shall be issuable in registered form in such denominations as shall be specified as contemplated by Section 301(b). In the absence of any such provisions with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof. 
 SECTION 303.  Execution, Authentication,
Delivery and Dating.  (a) The Securities shall be signed on behalf of the Company by an Authorized Officer and attested by its Secretary or any Assistant Secretary. The signature of any of these officers on the Securities may be
manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. 

(b)      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. 
 (c)      At any time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series (or any Tranche thereof) executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities (or such Tranche), and the
Trustee in accordance with the Company Order shall authenticate and deliver such Securities (or such Tranche); provided, however, that with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be
delivered by the Company to the Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (ii) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in
an aggregate principal amount not exceeding the aggregate principal amount established for such series, all pursuant to a Company Order or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by a Company
Order, (iii) the maturity date or dates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by Company Order or pursuant to such procedures and (iv) if provided for in
such procedures, such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. 

(d)      In authenticating such Securities and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating: 

(i)      that such form of Securities has been established in conformity with the provisions of
this Indenture; 
 (ii)     that the terms of such Securities have been established in conformity
with the provisions of this Indenture; and 
 (iii)   that such Securities, when authenticated and delivered
by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity. 

(e)      Notwithstanding the provisions of Section 301 and of the preceding paragraphs of Sections 303(c)
and 303(d) in connection with a Periodic Offering, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver an Officer’s Certificate or execute a supplemental indenture


  
 13 








 
otherwise required pursuant to Section 301(b) or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraphs at or prior to the time of authentication
of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. 

(f)      If such form or terms have been so established, the Trustee shall not be required to authenticate such
Securities if the issuance 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 that is not reasonably acceptable to the
Trustee. 
 (g)      No Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual or facsimile signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. 

SECTION 304.   Temporary Securities.  (a) Until definitive Securities of any series (including Global
Securities) are ready for delivery, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver one or more temporary Securities that are produced in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.

 (b)      If temporary Securities of any series are issued, the Company will cause definitive Securities of
that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations. Until so exchanged the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive Securities of such series. 
 SECTION
305.  Registration, Registration of Transfer and Exchange.  (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. 

(b)      Except in the case of Securities issued in the form of a Global Security, upon surrender for
registration of transfer of any Security of any series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount. 

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

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

  
 14 








 (e)      Unless otherwise provided in a Board Resolution or an
Officer’s Certificate pursuant to a Board Resolution, or in an indenture supplemental hereto, with respect to Securities of any series, no service charge shall be made to the Holder for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304,
906, 1106 or 1204 not involving any transfer. 
 (f)      The Company shall not be required (i) to
issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under
Section 1103 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being
redeemed in part. 
 SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.  (a) If any
mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a replacement Security of the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding. 
 (b)      If there has been delivered to the Company and the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such bond, 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 actual 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, a replacement Security of the same series (and
Tranche, if applicable) and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 

(c)      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. 

(d)      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. 

(e)      Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or
stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security is at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Securities of that series duly issued hereunder. 

(f)      The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
 SECTION
307.  Payment of Interest; Interest Rights Preserved.   (a) Unless otherwise provided as contemplated by Section 301(b) with respect to the Securities of any series, interest on any Security that is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest; provided, however, that interest payable at Maturity will be paid to the Person to whom principal is payable. 

(b)      Any interest on any Security of any series that is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the 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 (i) or (ii) below: 

  
 15 








 (i)       The Company may elect to make
payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Company shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 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 Company shall promptly notify the
Trustee of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each
Holder of Securities of such series at the address of such Holder as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and
shall no longer be payable pursuant to the following clause (ii). 
 (ii)     The Company may make
payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause (ii), such manner of payment shall be deemed practicable by the Trustee. 

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

SECTION 308.  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 any premium) and (subject to
Section 301 and Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected
by notice to the contrary. 
 Ownership of Securities of a series shall be proved by the computerized book-entry system of the Depositary
in the case of Securities issued in the form of a Global Security. 
 None of the Company, the Trustee, any Paying Agent or the Security
Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests. 
 SECTION 309.  Cancellation.  Except as otherwise specified as
contemplated by Section 301(b) for Securities of any series, all Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee and, if not theretofore cancelled, shall be promptly cancelled by it. Except as otherwise specified as contemplated by Section 301(b) for Securities of any series, the Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever or that the Company has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. Upon request of the Company, the Trustee shall
provide it with a certificate of cancellation. 

  
 16 








 SECTION 310.  Computation of Interest.  Except as otherwise
specified as contemplated by Section 301(b) for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. 

SECTION 311.  Global Securities; Exchanges; Registration and Registration of Transfer.  If specified as
contemplated by Section 301(b) for Securities of any series, the Securities of such series may be issued in the form of one or more Global Securities, which shall be deposited with the Depositary, and, unless otherwise specified in the form of
Global Security adopted pursuant to Section 301, be registered in the name of the Depository’s nominee. 
 Except as otherwise
specified as contemplated by Section 301(b) for Securities of any series, any permanent Global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent Global Security are entitled
to exchange such interests for Securities of such series of like tenor and principal amount of another authorized form, as specified as contemplated by Section 301(b), 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 permanent Global Security, executed by the Company.
On or after the earliest date on which such interests may be so exchanged, such permanent Global Security shall be surrendered from time to time in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in
writing but need not comply with Section 102 or be accompanied by an Opinion of Counsel) by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for
such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent 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 permanent Global Security to be exchanged, as shall be specified by the Depositary; provided, however, that no such
exchanges may occur during the periods specified by Section 305. 
 The Global Security may be transferred to another nominee of the
Depositary, or to a successor Depositary selected by the Company, and upon surrender for registration of transfer of the Global Security to the Trustee, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee, a new Global Security in the same aggregate principal amount. If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary and a successor Depositary satisfactory to the Company
is not appointed within 90 days after the Company receives such notice, the Company will execute, and the Trustee will authenticate and deliver, Securities in definitive form to the Depositary in exchange for the Global Security. In addition, if at
any time the Company determines that it is not in the best interest of the Company or the beneficial owners of Securities to continue to have a Global Security representing all of the Securities held by a Depositary, the Company may, at its option,
execute, and the Trustee will authenticate and deliver, Securities in definitive form to the Depositary in exchange for all or a portion of the Global Security. 

SECTION 312.  Extension of Interest Payment.  The Company shall have the right at any time, so long as the
Company is not in default in the payment of interest on the Securities of any series hereunder, to extend interest payment periods on all Securities of one or more series, if so specified as contemplated by Section 301(b) with respect to such
Securities and upon such terms as may be specified as contemplated by Section 301(b) with respect to such Securities. If the Company ever so extends any such interest payment period, the Company shall promptly notify the Trustee. 

ARTICLE FOUR 

SATISFACTION AND DISCHARGE; DEFEASANCE 

SECTION 401.  Termination of Company’s Obligations.  (a)  This Indenture shall upon Company
Request cease to be of further effect with respect to the Securities of any series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the
Company, shall execute instruments in form and substance satisfactory to the Trustee and the Company acknowledging termination of the Company’s obligations under the Securities of such series and this Indenture, when 

  
 17 








 (1)        either 

(A)        all Securities of such series previously authenticated and delivered
(other than (i) Securities of such series that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 306 and (ii) Securities of such series that are deemed paid and discharged pursuant to
Section 402) have been delivered to the Trustee for cancellation; or 
 (B)      all
such Securities of such series not previously delivered to the Trustee for cancellation 

(i)      have become due and payable (whether at Stated Maturity, early redemption or
otherwise), or 
 (ii)     will become due and payable at their Stated Maturity within one year,
or 
 (iii)   are to be called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, 
 and the Company in the
case of (i), (ii) or (iii) above has irrevocably deposited or caused to be deposited with the Trustee as funds in trust solely for the benefit of the Holders of the Securities of such series an amount in cash in Dollars (or such other currency or
composite currency in which the Securities of such series are denominated), Eligible Obligations or any combination thereof, together (if necessary in the case of a series of Securities not bearing interest at a fixed rate) with any Hedging
Obligation, so that such funds in each case are sufficient to pay principal of, and any premium and interest on, all Outstanding Securities of such series; 

(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 have been complied with. 

(b)      Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to
the Trustee under Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money has been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Section 405 and Section 1003(e) shall survive. 
 (c)      Upon satisfaction and
discharge of this Indenture as provided in this Section 401, the Trustee shall assign, transfer and turn over to the Company, subject to the claim provided by Section 607, any and all money, securities and other property then held by the
Trustee for the benefit of the Holders of the Securities. 
 The Company may elect, at its option at any time, to have Section 402 or
Section 403 applied to the Outstanding Securities of any series in accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article. Any such election
shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301(b) for such Securities. 

SECTION 402.  Defeasance and Discharge of Indenture.  Upon the Company’s exercise of its option (if
any) to have this Section applied to all the Outstanding Securities of any series or Tranche, or any portion of the principal amount thereof, and subject to the conditions set forth in Section 404 being satisfied, the Company shall be deemed to
have paid and discharged the entire indebtedness on such Outstanding Securities of such series or Tranche, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series or Tranche,


  
 18 








 
shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same),
except as to: 
 (a)      the rights of Holders of Securities of such series to receive,
solely from the trust funds described in Section 405, (x) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the Outstanding Securities of such series, or
portions thereof, on the Stated Maturity of such principal or installment of principal or interest to but excluding the Redemption Date designated by the Company pursuant to subparagraph (viii) of Section 404 and (y) the benefit of
any mandatory sinking fund payments applicable to the Securities of such series or Tranche on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series or Tranche; 

(b)      the obligations of the Company and the Trustee with respect to such Securities of such
series or Tranche under Sections 304, 305, 306, 614, 1002 and 1003 and, if the Company shall have designated a Redemption Date pursuant to subparagraph (x) of Section 404, Sections 1104 and 1106; and 

(c)      the Company’s obligations with respect to the Trustee under Section 607. 

SECTION 403.  Defeasance of Certain Obligations.  The Company may omit to comply with its obligations under
the covenants contained in Sections 801, 1006 and 1007 with respect to any Security or Securities of any series (and in respect of any term, provision or condition set forth in the covenants or restrictions specified for such Securities pursuant to
Section 301(b), in any supplemental indenture, Board Resolution or Officer’s Certificate establishing such Security), and the failure to comply with any such provisions shall not constitute a Default or Event of Default under
Section 501(4), provided that the conditions set forth in Section 404 have been satisfied. 
 SECTION
404.  Conditions to Defeasance.  The following conditions shall be the conditions to the application of Section 402 and Section 403: 

(i)      the Company has deposited or caused to be deposited irrevocably with the Trustee as
trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (x) cash in Dollars (or such other currency or composite currency in which such Securities are
denominated) in an amount sufficient, or (y) Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause
(1) or (2) of this subparagraph (i) money in an amount sufficient or (z) a combination of such cash and Eligible Obligations, together (if necessary in the case of a series of Securities not bearing interest at a fixed rate) with
any Hedging Obligation so that such funds are sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge
(1) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest, if any, on such Securities on the Stated Maturity of such principal or installment of principal or interest or to but excluding the
Redemption Date designated by the Company in accordance with Section 404(a)(1)(B)(iii) and (2) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of the Securities of such series; 
 (ii)     in
the event of an election to have Section 402 apply, the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that 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; 
 (iii)   in the event of an election to have Section 403 apply, the Company has delivered to
the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that Holders of the Securities of 

  
 19 








 
such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance 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 and defeasance had not occurred; 

(iv)    such deposit will not result in a breach or violation of, or constitute a default under, this
Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; 

(v)     such provision would not cause any Outstanding Securities of such series then listed on a
securities exchange to be delisted as a result thereof; 
 (vi)    no Event of Default or event that
with notice or lapse of time would become an Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit; 

(vii)   the Company has delivered to the Trustee an Officer’s Certificate stating that the deposit was not
made by the Company with the intent of preferring the holders of the Securities of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; 

(viii)  such deposit shall not, as specified in an Opinion of Counsel, cause the Trustee with respect to the
Securities of such series to have a conflicting interest as defined in Section 608 and for purposes of the Trust Indenture Act with respect to the Securities of such series; 

(ix)    the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and 

(x)      if the Company has deposited or caused to be deposited money or Eligible Obligations to
pay or discharge the principal of (and premium, if any) and interest on the Outstanding Securities of a series to but excluding a Redemption Date pursuant to clause (i) of this Section 404, such Redemption Date shall be irrevocably
designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such
redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. 

SECTION 405.  Application of Trust Money.  (a) Neither the Eligible Obligations nor the funds deposited
with the Trustee pursuant to Sections 401, 402 or 403, nor the principal or interest payments on any such Eligible Obligations, shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of
and premium, if any, and interest, if any, on the Securities or portions of principal amount thereof in respect of which such deposit was made, all subject, however, to the provisions of Section 606; provided, however, that, so long as
no Event of Default has occurred and is continuing, any cash received from such principal or interest payments on such Eligible Obligations deposited with the Trustee, if not then needed for such purpose, shall, to the extent practicable, be
invested in Eligible Obligations of the type described in Sections 401 and 402(d)(2)(A) maturing at such times and in such amounts as shall be sufficient to pay when due the principal of and any premium and interest due and to become due on such
Securities or portions thereof on and prior to the Maturity thereof, and interest earned from such reinvestment shall be paid over to the Company as received by the Trustee, free and clear of any trust, lien or pledge under this Indenture except the
claim provided by Section 607; and provided, further, that, so long as there shall not have occurred and be continuing an Event of Default, any moneys held by the Trustee in accordance with this Section on the Maturity of all such
Securities in excess of the amount required to pay the principal of and premium, if any, and interest, if any, then due on such Securities shall be paid over to the Company free and clear of any trust, lien or pledge under this Indenture except the
claim provided by Section 607. 

  
 20 








 (b)       The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against Eligible Obligations deposited pursuant to Section 401, 402 or 403 or the principal and any premium and interest received in respect of such obligations other than any payable
by or on behalf of Holders. 
 (c)       The Trustee shall deliver or pay to the Company from time to time
upon Company Request any Eligible Obligations or money held by it as provided in Section 401, 402 or 403 that, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification
thereof delivered to the Trustee, are then in excess of the amount thereof that then would have been required to be deposited for the purpose for which such Eligible Obligations or money was deposited or received. This provision shall not authorize
the sale by the Trustee of any Eligible Obligations held under this Indenture. 
 SECTION
406.  Reinstatement.  If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Section 402 or Section 403 shall
be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 405 with
respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company
shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust. 

ARTICLE FIVE 
 REMEDIES

 SECTION 501.  Events of Default.  “Event of Default”, wherever used herein
with respect to Securities of any series, means any one of the following events, unless such event is either inapplicable to a particular series or is specifically deleted or modified in the applicable Board Resolution or supplemental indenture
under which such series of Securities is issued, as the case may be, as contemplated by Section 301: 

(1)      default in the payment of any interest upon any Security of that series when it becomes
due and payable, and continuance of such default for a period of 30 days; provided, however, that a valid extension of the interest payment period by the Company as contemplated in Section 312 shall not constitute a failure to pay
interest for this purpose; or 
 (2)      default in the payment of the principal of (or
premium, if any, on) any Security of that series at its Maturity and, in the case of technical or administrative difficulties, only if such default persists for a period of more than three Business Days; or 

(3)      default in the deposit of any sinking fund payment, when and as due by the terms of a
Security of that series and continuance of such default for a period of 30 days; or 

(4)      default in the performance, or breach, of any covenant or warranty of the Company in
this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of one or more series
of Securities other than that series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of
at least 25% in aggregate principal amount of the Outstanding Securities of such series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or 
 (5)      the entry by a court having jurisdiction in the premises of
(A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state 

  
 21 








 
bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the
Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90
consecutive days; or 
 (6)      the commencement by the Company of a voluntary case or
proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for
relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against
it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its
inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action; or 

(7)      any other Event of Default provided with respect to Securities of such series pursuant
to Section 301(b). 
 SECTION 502.  Acceleration of Maturity; Rescission and Annulment.  If an Event
of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series,
by a notice in writing to the Company (and to the Trustee if given by such Holders), may declare the principal amount (or, if the Securities of such series are Original Issue Discount Securities or Indexed Securities, such portion of the principal
amount of such Securities as may be specified in the terms thereof) to be due and payable immediately and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default
specified in Section 501(5) or (6) occurs, the principal of all the Securities then Outstanding (or if any such Securities are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount of such
Securities as may be specified in the terms thereof) shall automatically become and be immediately due and payable without any declaration or other act or notice on the part of the Trustee or any Holders of the Securities. 

At any time after such a declaration of acceleration with respect to Securities of one or more 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 Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived,
and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if 

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

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

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

(C)      to the extent that payment of such interest is lawful, interest upon overdue interest
at the rate or rates borne by such Securities, unless another rate is provided in such Securities, and 

(D)      all amounts due to the Trustee under Section 607; 

  
 22 








 and 

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

No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon. 

SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.  If an Event of Default
described in clause (1) or (2) of Section 501 has occurred and is continuing, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Securities of the series with respect to which such
Event of Default has occurred, the whole amount then due and payable on such Securities for principal and any premium or interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and
premium and on any overdue interest, at the rate or rates borne by such Securities, unless another rate is provided in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee
under Section 607. 
 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 deems most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 

SECTION 504.  Trustee May File Proofs of Claim.  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors,
the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment
of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 

(i)      to file and prove a claim for the whole amount of principal and premium or interest
owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for amounts due to the Trustee under Section 607) and of
the Holders allowed in such judicial proceeding, and 
 (ii)    to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, if the Trustee consents to the making of such payments directly to the Holders, to pay to the
Trustee any amount due it under Section 607. 
 Nothing herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding. 
 SECTION 505.  Trustee May Enforce Claims Without Possession of
Securities.  All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the amounts due to the Trustee under
Section 607, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. 

  
 23 








 SECTION 506.  Application of Money Collected.  Any money
collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee, and, in case of the distribution of such money on account of principal and any premium and interest, upon
presentation of the Securities in respect of which or for the benefit of which such money shall have been collected and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 

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

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

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

The Trustee may fix a record date and payment date for any such payment to Holders of Securities. 

SECTION 507.  Limitation on Suits.  No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture or such Security, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless 

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

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

(4)      the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and 
 (5)      no direction
inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series; 

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all of such Holders. 
 SECTION 508.  Unconditional Right of
Holders to Receive Principal, Premium and Interest.  Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the
principal of and premium and (subject to Section 307) interest on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date, or, in the case of repayment at the option
of the Holder, on the Repayment Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 

SECTION 509.  Restoration of Rights and Remedies.  If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such


  
 24 








 
case, subject to any determination in such proceeding, the Company, the Trustee and such Holder shall be restored severally and respectively to their former positions hereunder and thereafter all
rights and remedies of the Trustee and such Holder shall continue as though no such proceeding had been instituted. 
 SECTION
510.  Rights and Remedies Cumulative.  Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy. 
 SECTION 511.  Delay or Omission Not Waiver.  No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 

SECTION 512.  Control by Holders.  If an Event of Default shall have occurred and be continuing in respect
of a series of Securities, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that 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 or Tranche; provided, however, that if an Event of Default has occurred and is continuing with respect to more than one series
of Securities of equal ranking, the Holders of a majority in aggregate principal amount of the Outstanding Securities of all such series of equal ranking, considered as one class, shall have the right to make such direction, and not the Holders of
the Securities of any one of such series of equal ranking; provided, further that 

(1)      such direction shall not be in conflict with any rule of law or with this Indenture,
and 
 (2)      the Trustee may take any other action deemed proper by the Trustee which is
not inconsistent with such direction. 
 SECTION 513.  Waiver of Past Defaults.  The Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences;
provided that if any such past default has occurred with respect to more than one series of Securities of equal ranking, the Holders of a majority in aggregate principal amount of the Outstanding Securities of all such series of equal
ranking, considered as one class, may make such waiver, and not the Holders of the Securities of any one of such series of equal ranking, in each case, except a default 

(1)      in the payment of the principal of or premium or interest on any Security of such
series, or 
 (2)      in respect of a covenant or provision hereof that under
Section 902 cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. 

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

SECTION 514.  Undertaking for Costs.  All parties to this Indenture agree, and each Holder of any Security
by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an 

  
 25 








 
undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in aggregate principal amount of the Outstanding Securities of all series in respect of which such suit may be brought, considered as one class, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of or any premium or interest on any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the
Redemption Date, or, in the case of repayment at the option of the Holder, on or after the Repayment Date). 
 SECTION
515.  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. 
 ARTICLE SIX 

THE TRUSTEE 
 SECTION
601.  Certain Duties and Responsibilities.  (a) Except during the continuance of an Event of Default with respect to Securities of any series, 

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

(2)      in the absence of bad faith on its part, the Trustee may, with respect to Securities of
such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of
any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this
Indenture. 
 (b)      If an Event of Default with respect to Securities of any series has occurred and is
continuing, the Trustee shall exercise, with respect to Securities of such series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs. 
 (c)      No provision of this Indenture shall
be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that 

(1)        this subsection shall not be construed to limit the effect of sub-section
(a) of this Section; 
 (2)      the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; 

(3)      the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Securities of any one or more series, as provided herein, relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any 

  
 26 








 
trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and 

(4)      no provision of this Indenture shall require the Trustee to 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 has reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it. 
 (d)      Whether or not 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 602.  Notice of Defaults.  Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series entitled to receive reports pursuant to Section 704(3) notice of such default hereunder known to the Trustee, unless such
default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of or any premium or interest on 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 or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of Securities of such series; and provided, further, that in the case of any default of the character specified in Section 501(4) with
respect to Securities of such series, no such notice to Holders shall be given until at least 75 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event that is, or after notice
or lapse of time or both would become, an Event of Default with respect to Securities of such series. 
 SECTION 603.  Certain
Rights of Trustee.  Subject to the provisions of Section 601 and to the applicable provisions of the Trust Indenture Act: 

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

(c)      whenever in the administration of this Indenture the Trustee shall deem it desirable
that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s
Certificate and such Officer’s Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon
the faith thereof; 
 (d)      the Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 

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

  
 27 








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

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

SECTION 604.  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 the Trustee or any Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities of any series. 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 605.  May Hold Securities.  The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 
 SECTION
606.  Money Held in Trust.  Money held by the Trustee or by any Paying Agent (other than the Company if the Company shall act as Paying Agent) in trust hereunder need not be segregated from other funds except to the
extent required by law. Neither the Trustee nor any Paying Agent shall be liable for interest on any money received by it hereunder except as expressly provided herein or otherwise agreed with the Company. 

SECTION 607.  Compensation and Reimbursement.  The Company agrees 

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

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

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

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

SECTION 608.  Disqualification; Conflicting Interests.  If the Trustee has or acquires any conflicting
interest within the meaning of the Trust Indenture Act with respect to the Securities of any series, it shall either eliminate such conflicting interest or resign to the extent, in the manner and with the effect, and subject to the conditions,
provided in the Trust Indenture Act and this Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to the extent permitted thereby, the Trustee, in its capacity as trustee in respect of the equally


  
 28 








 
ranked and unsecured Securities of any series, shall not be deemed to have a conflicting interest arising from its capacity as trustee in respect of the equally ranked and unsecured Securities of
any other series under this Indenture. 
 SECTION 609.  Corporate Trustee Required; Eligibility.  There
shall at all times be a Trustee hereunder that shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or
state authority and qualified and eligible under this Article, provided that, neither the Company nor any Affiliate of the Company or any obligor on the Securities may serve as Trustee of any Securities. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If at any time the Trustee ceases 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. 
 SECTION 610.  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 in accordance with
the applicable requirements of Section 611. 
 (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 611 has not been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 

(c)      The Company may at any time by a Board Resolution remove the Trustee with respect to the Securities of
any or all series. 
 (d)      The Trustee may be removed at any time with respect to the Securities of any
series by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. 

(e)      If at any time: 

(1)      the Trustee fails to comply with Section 608 with respect to the Securities of
any series, after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security of such series for at least six months, or 

(2)      the Trustee ceases to be eligible under Section 609 and fails to resign after
written request therefor by the Company or by any such Holder, or 
 (3)      the Trustee
becomes incapable of acting or becomes adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property is appointed or any public officer takes 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, subject to Section 514, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or
Trustees. 
 (f)      If the Trustee resigns, is removed or becomes incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of


  
 29 








 
any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series is appointed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee,
the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series has been so appointed by the Company or the Holders and accepted appointment in the manner required by
Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series. 
 (g)      The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such
event by first-class mail, postage prepaid, to all Holders of Securities of such series entitled to receive reports pursuant to Section 704(3). 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. 
 (h)      All provisions of this Section except
subparagraph (d) and Section 611(b) (except for the last clause, after omitting the words “after deducting all amounts owed to the retiring Trustee pursuant to Section 607,” which shall apply) shall apply also to any Paying Agent
located outside the United States and its possessions. 
 SECTION 611.  Acceptance of Appointment by
Successor.  (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all series, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all
the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. 

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

  
 30 








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

(d)      No successor Trustee shall accept its appointment unless at the time of such acceptance such successor
Trustee shall be qualified and eligible under this Article. 
 SECTION 612.  Merger, Conversion, Consolidation or Succession
to Business.  Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided 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. In case any Securities
shall not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities, in either its own name or that of its predecessor Trustee, with the full force and effect which this Indenture
provides for the certificate of authentication of the Trustee. 
 SECTION 613.  Preferential Collection of Claims Against
Company.  The Trustee shall comply with Trust Indenture Act § 311(a), excluding any creditor relationship listed in Trust Indenture Act § 311(b). A Trustee who has resigned or been removed shall be subject to
Trust Indenture Act § 311(a) to the extent indicated therein. 
 SECTION 614.  Appointment of Authenticating
Agent.  (a) At any time when any of the Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents (which may include any Person that owns, directly or indirectly, all of the capital stock of the
Trustee or a corporation that is a wholly-owned subsidiary of the Trustee or of such other Person) with respect to one or more series of Securities, or any Tranche thereof, that shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series or Tranche issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to
act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority in the United States. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent ceases 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. 
 (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. 
 (c)      An Authenticating Agent may
resign with respect to one or more series of Securities at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate 

  
 31 








 
the agency of an Authenticating Agent with respect to one or more series of Securities by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that is acceptable
to the Company and shall provide notice of such appointment to all Holders of Securities of the series or Tranche with respect to which such Authenticating Agent will serve, as provided in paragraph (a) of this Section. 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. An Authenticating Agent appointed pursuant to this Section shall be entitled to rely on Sections 111, 308, 604 and 605 hereunder. 

(d)      The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for
its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. 

(e)      If an appointment with respect to the Securities of one or more series, or any Tranche thereof, is
made pursuant to this Section, the Securities of such series or Tranche may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: 

This is one of the Securities of the series designated pursuant to and issued under the within-mentioned Indenture. 

 

			
	
[                        ]

      As Trustee

		
	By	 	 
		 	      As Authenticating Agent on behalf of the Trustee
		
	By	 	 
		 	      Authorized Officer of Authenticating Agent


 Dated:  ______________________ 

(f)      If all of the Securities of a 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 by the Company
in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an
Authenticating Agent (which, if so requested by the Company, may be an Affiliate of the Company) having an office in a Place of Payment designated by the Company with respect to such series of Securities. 

ARTICLE SEVEN 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 

SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders.  The Company will furnish or cause
to be furnished to the Trustee 
 (a)      semi-annually, not later than the 15th day after
each Regular Record Date for each series of Securities at the time Outstanding or on June 30 and December 31 of each year with respect to each 

  
 32 








 
series of Securities for which there are no Regular Record Dates, a list, in such form as the Trustee may reasonably require, containing all the information in the possession or control of the
Company, or any of its Paying Agents other than the Trustee, of the names and addresses of the Holders of Securities of such series, including Holders of interests in Global Securities, as of such preceding Regular Record Date or on June 15 or
December 15, as the case may be, or, in the case of a series of non-interest bearing Securities, on a date to be determined as contemplated pursuant to Section 301(b), and 

(b)      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; 

excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar for Securities other than Global
Securities. 
 SECTION 702.  Preservation of Information; Communications to Holders.  (a) The Trustee
shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Securities contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders of
Securities received by the Trustee in its capacity as Security Registrar or Paying Agent. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. 

(b)      If three or more Holders (herein referred to as “applicants”) apply in writing to the
Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Security for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with
other Holders with respect to their rights under this Indenture or under the Securities and is accompanied by a copy of the form of proxy or other communication that such applicants propose to transmit, then the Trustee shall, within five business
days after the receipt of such application, at its election, either 
 (i)       afford
such applicants access to the information preserved at the time by the Trustee in accordance with Section 702(a), or 

(ii)      inform such applicants as to the approximate number of Holders whose names and
addresses appear in the information preserved at the time by the Trustee in accordance with Section 702(a), and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if any, specified in such
application. 
 If the Trustee elects not to afford such applicants access to such information, the Trustee shall, upon the written request
of such applicants, mail to each Holder whose name and address appear in the information preserved at the time by the Trustee in accordance with Section 702(a) a copy of the form of proxy or other communication that is specified in such
request, with reasonable promptness after a tender to the Trustee by the applicants of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender the
Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interest of the
Holders or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, enters an order
refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission finds, after notice and opportunity for hearing, that all the objections so sustained have been met and enters an
order so declaring, the Trustee shall mail copies of such material to all such Holders with reasonable promptness after the entry of such order and the renewal of such tender by such applicants; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application. 
 (c)      Every Holder of Securities,
by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and
addresses of the Holders in accordance with Section 702(b), 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 702(b). 

  
 33 








 SECTION 703.  Reports by Trustee.  (a) The Trustee shall
transmit to Holders such reports concerning the Trustee the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. 

(b)      Reports so required to be transmitted at stated intervals of not more than 12 months shall be
transmitted no later than July 1 in each calendar year, commencing with the first July 1 after the first issuance of Securities pursuant to this Indenture. 

(c)      A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee
with each securities exchange upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee in writing when any Securities are listed on any securities exchange. 

SECTION 704.  Reports by Company.  The Company shall: 

(1)      file with the Trustee, within 15 days after the Company files the same with the
Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Company may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections,
then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports that may be required pursuant
to Section 13 of the U.S. Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; and provided, however, that so long
as such filings by the Company are available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (EDGAR) or any successor system, such filings shall be deemed to have been filed with the Trustee for purposes hereof
without any further action required by the Company; 
 (2)      file with the Trustee and the
Commission, in accordance with rules and regulations prescribed by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations; and 
 (3)      transmit by mail to all
Holders of Securities, as their names and addresses appear in the Security Register, and to each Holder whose name and address is then preserved on the Trustee’s list pursuant to the first sentence of Section 702(a), within 30 days after
the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed
from time to time by the Commission. 
 ARTICLE EIGHT 

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER 

SECTION 801.  Company May Consolidate, Etc. Only on Certain Terms.  The Company shall not consolidate with
or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to any Person, unless: 

(1)      either (x) the Company shall be the continuing corporation or the successor
corporation or (y) the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease 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 an indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of 

  
 34 








 
the principal of and any premium and interest on all the Outstanding Securities and the performance of every 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 that, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and 

(3)      the Company 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 met. 

SECTION 802.  Successor Substituted for the Company.  Upon any consolidation or merger or any conveyance,
transfer or lease of all or substantially all the properties and assets of the Company in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer
or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein and thereafter, in the case
of a conveyance, transfer or lease of properties and assets of the Company substantially as an entirety, such conveyance, transfer or lease shall have the effect of releasing the Person named as the “Company” in the first paragraph of this
instrument or any successor Person that shall theretofore have become such in the manner prescribed in this Article from its liability as obligor and maker on any of the Securities. 

ARTICLE NINE 

SUPPLEMENTAL INDENTURES 

SECTION 901.  Supplemental Indentures Without Consent of Holders.  Without the consent of any Holders, the
Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 

(1)      to evidence the succession of another Person to the Company and the assumption by any
such successor of the covenants of the Company herein and in the Securities; or 
 (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; or 
 (3
)      to add any additional Events of Default with respect to all or any series of Securities Outstanding hereunder; or 

(4)      to change or eliminate any of the provisions of this Indenture, or to add any new
provision to this Indenture, in respect of one or more series of Securities; provided, however, that any such change, elimination or addition (A) shall neither (i) apply to any Security Outstanding on the date of such indenture
supplemental hereto nor (ii) modify the rights of the Holder of any such Security Outstanding with respect to such provision in effect prior to the date of such indenture supplemental hereto or (B) shall become effective only when no Security of
such series remains Outstanding; or 
 (5 )      to add guarantees or collateral security with
respect to the Securities of any series; or 
 (6)      to establish for the issuance of and
establish the form or terms and conditions of Securities of any series or Tranche thereof as permitted by Section 301(b), and to establish the form of any certificates required to be furnished pursuant to the terms of this Indenture or any
series of Securities; or 

  
 35 








 (7)      to provide for uncertificated Securities
in addition to or in place of all, or any series or Tranche of, certificated Securities; or 

(8)      to evidence and provide for the acceptance of appointment hereunder by a separate or
successor Trustee or co-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 611(b); or 
 (9)      to
change any place or places where (a) the principal of or premium, if any, or interest, if any, on all or any series of Securities, or any Tranche thereof, shall be payable, (b) all or any series of Securities, or any Tranche thereof, may be
surrendered for registration or transfer, (c) all or any series of Securities, or any Tranche thereof, may be surrendered for exchange and (d) notices and demands to or upon the Company in respect of all or any series of Securities, or any Tranche
thereof, and this Indenture may be served; 
 (10)     to supplement any of the provisions of this
Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities, or any Tranche thereof, pursuant to Article Four, provided that any such action shall not adversely affect the interests
of the Holders of Securities of such series or Tranche or any other series of Securities in any material respect; 

(11)     (i) to cure any ambiguity or to correct or supplement any provision contained herein or in
any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or (ii) to conform the terms of any series of Securities, or Tranche thereof, to the description thereof in
the prospectus and prospectus supplement (or similar offering document) offering such series of Securities, or Tranche thereof; or 

(12)     to make any other provisions with respect to matters or questions arising under this
Indenture, provided such action shall not adversely affect the interests of the Holders of any Securities of any series or Tranche Outstanding on the date of such indenture supplemental hereto. 

Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and
delivery of this Indenture or at any time thereafter becomes amended and 
 (x)      if any
such amendment requires one or more changes to any provisions hereof or the inclusion herein of any additional provisions, or by operation of law is deemed to effect such changes or incorporate such provisions by reference or otherwise, this
Indenture shall be deemed to have been amended so as to conform to such amendment to the Trust Indenture Act, and the Company and the Trustee may, without the consent of any Holders, enter into an indenture supplemental hereto to effect or evidence
such changes or additional provisions; or 
 (y)      if any such amendment permits one or
more changes to, or the elimination of, any provisions hereof that, at the date hereof or at any time thereafter, are required by the Trust Indenture Act to be contained herein (or if it is no longer required by the Trust Indenture Act for the
Indenture to contain one or more provisions), this Indenture shall be deemed to have been amended to effect such changes or elimination, and the Company and the Trustee may, without the consent of any Holders, enter into an indenture supplemental
hereto to evidence such amendment hereof; or 
 (z)      if, by reason of any such amendment,
it shall be no longer necessary for this Indenture to contain one or more provisions that, at the date of the execution and delivery hereof, are required by the Trust Indenture Act to be contained herein, the Company and the Trustee may, without the
consent of any Holders, enter into an indenture supplemental hereto to effect the elimination of such provisions. 
 SECTION
902.  Supplemental Indentures With Consent of Holders.  (a) Except as set forth in paragraph (b) below, with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding
Securities of each series affected (voting as one class) by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a resolution of its Board of


  
 36 








 
Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a
Company Order), and the Trustee may, from time to time and at any time, 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 any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture;
provided, however, that if there are Securities of more than one series of equal ranking Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less
than all, of such series, then the consent only of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required. 

(b)      No such supplemental indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby, 
 (1)      change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the principal amount or premium, if any, thereof or the rate of interest thereon (or the amount of any installment of interest thereon) or any premium payable upon the redemption
thereof, or change the method of calculating the rate of interest thereon, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 502, or change the coin or currency (or other property) 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, in the case of repayment at the option of the Holders, on or after the Repayment Date), or modify any provisions of this Indenture with respect to the conversion
or exchange of the Securities into Securities of another series or into any other debt or equity securities in a manner adverse to the Holders, or 

(2)      reduce the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences
provided for in this Indenture, or 
 (3)      modify any of the provisions of this Section,
Section 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby,
provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1008, or the
deletion of this proviso, in accordance with the requirements of Sections 611(b) and 901(8). 
 A supplemental indenture that changes or
eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect
to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof. A waiver by a Holder of such Holder’s rights to consent under this Section shall be deemed to be a consent of such Holder. 

SECTION 903.  Execution of Supplemental Indentures.  In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise. 

  
 37 








 SECTION 904.  Effect of Supplemental Indentures.  Upon the
execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby. Any supplemental indenture permitted by this Article may restate this Indenture in its entirety, and, upon the execution and delivery thereof, any such restatement shall
supersede this Indenture as theretofore in effect for all purposes. 
 SECTION 905.  Conformity With Trust Indenture
Act.  Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. 

SECTION 906.  Reference in Securities to Supplemental Indentures.  Securities of any series, or any Tranche
thereof, 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 so determines, new Securities of any series, or any Tranche thereof, 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 or Tranche. 
 SECTION
907.  Revocation and Effect of Consents.  Until an amendment or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to his Security or
portion of a Security if the Trustee receives the notice of revocation before the date on which the Trustee receives an Officer’s Certificate certifying that the Holders of the requisite principal amount of Securities have consented to the
amendment or waiver. After an amendment or waiver becomes effective, it shall bind every Holder of each series of Securities affected by such amendment or waiver. 

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any
amendment or waiver. If a record date is fixed, then notwithstanding the provisions of the immediately preceding paragraph, those persons who were Holders at such record date (or their duly designated proxies), and only those persons, shall be
entitled to consent to such amendment or waiver or to revoke any consent previously given, whether or not such persons continue to be Holders after such record date. 

After an amendment or waiver becomes effective it shall bind every Holder, unless it is of the type described in any of clauses
(1) through (3) of Section 902(c). In such case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of a Security that evidences the same debt as the consenting
Holder’s Security. 
 SECTION 908.  Modification Without Supplemental Indenture.  If the terms of
any particular series of Securities have been established in a Board Resolution or an Officer’s Certificate as contemplated by Section 301, and not in an indenture supplemental hereto, additions to, changes in or the elimination of any of
such terms may be effected by means of a supplemental Board Resolution or Officer’s Certificate, as the case may be, delivered to, and accepted by, the Trustee; provided, however, that such supplemental Board Resolution or Officer’s
Certificate shall not be accepted by the Trustee or otherwise be effective unless all conditions set forth in this Indenture that would be required to be satisfied if such additions, changes or elimination were contained in a supplemental indenture
shall have been appropriately satisfied. Upon the acceptance thereof by the Trustee, any such supplemental Board Resolution or Officer’s Certificate shall be deemed to be a “supplemental indenture” for purposes of Sections 904 and
906. 
 ARTICLE TEN 

COVENANTS 
 SECTION
1001.  Payment of Principal, Premium and Interest.  (a) Subject to the following provisions, the Company will pay to the Trustee the amounts, in such coin or currency as is at the time legal tender for the payment
of public or private debt, in the manner, at the times and for the purposes set forth herein and in the 

  
 38 








 
text of the Securities for each series, and the Company hereby authorizes and directs the Trustee from funds so paid to it to make or cause to be made payment of the principal of and any premium
and interest on the Securities of each series as set forth herein and in the text of such Securities. Unless otherwise provided in the Securities of a series, the Trustee will arrange directly with any Paying Agents for the payment, or the Trustee
will make payment, from funds furnished by the Company, of the principal of and any premium and interest, on the Securities of each series by check or draft. 

(b)      Unless otherwise provided in the Securities of a series, interest, if any, on Securities of a series
shall be paid by check or draft on each Interest Payment Date for such series to the Holder thereof at the close of business on the Regular Record Date specified in the Securities of such series; provided, however, that interest payable at Maturity
will be paid to the Person to whom principal is payable. The Company may pay such interest by check or draft mailed to such Holder’s address as it appears on the register for Securities of such series. Unless otherwise provided in the
Securities of a series, principal of Securities shall be payable by check or draft and only against presentation and surrender of such Securities at the office of the Paying Agent, unless the Company shall have otherwise instructed the Trustee in
writing. 
 (c)      At the election of the Company, any payments by the Company provided for in this
Indenture or in any of the Securities may be made by electronic funds transfer. 
 SECTION 1002.  Maintenance of Office or
Agency.  (a) The Company will maintain in each Place of Payment for any series of Securities, or any Tranche thereof, an office or agency where Securities, or any Tranche thereof, of that series may be surrendered for
registration of transfer or exchange and a Place of Payment where (subject to Sections 305 and 307) Securities may be presented for payment 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. Unless otherwise specified pursuant to Section 301(b) with respect to any such series, the Company shall maintain such offices or agencies in connection with each series in the Borough of Manhattan, The City of
New York, State of New York. The Security Registrar shall keep a register with respect to each series of Securities and to their transfer and exchange. The Company may appoint one or more co-Security Registrars acceptable to the Trustee and one or
more additional Paying Agents for each series of Securities, and the Company may terminate the appointment of any co-Security Registrar or Paying Agent at any time upon written notice. The term “Security Registrar” includes any co-Security
Registrar. The term “Paying Agent” includes any additional Paying Agent. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. Subject to Section 305, if the Company fails to maintain
a Security Registrar or Paying Agent, the Trustee shall act as such. 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 fails to maintain
any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and demands. 
 (b)      The
Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company
will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

(c)      Anything herein to the contrary notwithstanding, any office or agency required by this Section may be
maintained at any office of the Company in which event the Company shall perform all functions to be performed at such office or agency. 

SECTION 1003.  Money for Securities Payments to Be Held in Trust.  (a) If the Company at any time acts as
its own Paying Agent with respect to any series of Securities, or any Tranche thereof, it will, on or before each due date of the principal of or any premium or interest on any of such Securities, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums are 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. 

  
 39 








 (b)      Whenever the Company has one or more Paying Agents for
any series of Securities, it will, on or prior to (and if on, then before 11:00 a.m. (New York City time)) each due date of the principal of and any premium or interest on such Securities, deposit with a Paying Agent a sum sufficient (in immediately
available funds, if payment is made on the due date) to pay the principal and any premium and interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest as provided in the
Trust Indenture Act and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 

(c)      The Company will cause each Paying Agent for any series of Securities, or any Tranche thereof, 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: 

(i)      comply with the provisions of the Trust Indenture Act applicable to it as a Paying
Agent and 
 (ii)      during the continuance of any default by the Company (or any other
obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series 
 (d)      The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such
money. 
 (e)      Any money deposited with the Trustee or any Paying Agent, or received by the Trustee in
respect of Eligible Obligations deposited with the Trustee pursuant to Section 401 or 404, or then held by the Company, in trust for the payment of the principal of and any premium or interest on any Security of any series and remaining
unclaimed for two years (or such shorter period for the return of such funds to the Company under applicable abandoned property laws) after such principal, premium or interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease. 
 SECTION
1004.  Statement as to Compliance.  The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a written statement, which need not comply
with Section 102, signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company stating, as to each signer thereof stating whether or not to the knowledge of the signers thereof it
is in default in the performance and observance of any of the terms, provisions, and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if it is in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge. 
 SECTION 1005.  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) and franchises;
provided, however, that the Company shall not be required to preserve any such right or franchise if, in the judgment of the Company, the preservation thereof is no longer desirable in the conduct of the business of the Company. 

SECTION 1006.  Waiver of Certain Covenants.  Except as otherwise specified as contemplated by
Section 301 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in (i) any additional covenants or restrictions
specified with respect to the Securities of any series as contemplated by Section 301 if before the time 

  
 40 








 
for such compliance the Holders of not less than a majority in aggregate principal amount (or such larger proportion as may be required in respect of waiving a past default of any such additional
covenant or restriction) of the Outstanding Securities of all series of equal ranking with respect to which such covenant or restriction was so specified, considered as one class, by Act of such Holders, either waive such compliance in such instance
or generally waive compliance with such term, provision or condition and (ii) Sections 1002 and 1004 and Article Eight if before the time for such compliance the Holders of at least a majority in principal amount of Securities of all series of
equal ranking Outstanding under this Indenture by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition; but, in the case of clause (i) or (ii) of this
Section, no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver becomes effective, the obligations of the Company and the duties of the Trustee in respect of any
such term, provision or condition shall remain in full force and effect. 
 ARTICLE ELEVEN 

REDEMPTION OF SECURITIES 

SECTION 1101.  Applicability of Article.  Securities of any series that are redeemable before their Stated
Maturity (or, if the principal of the Securities of any series is payable in installments, the Stated Maturity of the final installment of the principal thereof) shall be redeemable in accordance with their terms and (except as otherwise specified
as contemplated by Section 301(b) for Securities of any series) in accordance with this Article. 
 SECTION
1102.  Election to Redeem; Notice to Trustee.  The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or an Officer’s Certificate. In case of any redemption at the
election of the Company of less than all the Securities of any series, the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice is satisfactory to the Trustee in its sole discretion), notify the
Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, or (b) pursuant to an election of the Company that is subject to a condition specified in the terms of such Securities the Company shall furnish the Trustee with an Officer’s Certificate
evidencing compliance with such restriction. 
 SECTION 1103.  Selection by Trustee of Securities to Be
Redeemed.  If less than all the Securities of any series are to be redeemed, unless the procedures of the Depositary provide otherwise, the particular Securities to be redeemed shall be selected by the Trustee, from the
Outstanding Securities of such series not previously called for redemption, by such method as is provided for any particular series, or, in the absence of any such provision, pro rata, by lot, or by such method as the Trustee deems fair and
appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of that series. 
 The Trustee shall promptly notify the
Company and the Security Registrar 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 and the method it has chosen for the selection of
such Securities. 
 For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of
Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities that has been or is to be redeemed. 

SECTION 1104.  Notice of Redemption.  Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, notice of redemption shall be given by electronic transmission or first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed, at such Holder’s address appearing in the Security Register. 
 All notices of redemption shall state: 

  
 41 








 (1)      the Redemption Date, 

(2)      the Redemption Price, or the formula pursuant to which the Redemption Price is to be
determined if the Redemption Price cannot be determined at the time notice is given, 

(3)      if less than all the Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed, and the portion of the principal amount of any Security to be redeemed in part and, in the case of any such Security of such
series to be redeemed in part, that, on and after the Redemption Date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the remaining unpaid principal amount thereof will be issued as provided
in Section 1106, 
 (4)      that on the Redemption Date the Redemption Price will become
due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, 

(5)      the place or places where such Securities are to be surrendered for payment of the
Redemption Price and accrued interest, if any, 
 (6)      that the redemption is for a
sinking fund, if such is the case, 
 (7)      the CUSIP, “ISIN” or similar
number(s), if any, assigned to such Securities; provided however, that such notice may state that no representation is made as to the correctness of CUSIP, “ISIN” or similar number(s), and the redemption of such Securities shall not
be affected by any defect in or omission of such number(s), and 
 (8)      such other matters
as the Company shall deem desirable or appropriate. 
 Unless otherwise specified with respect to any Securities in accordance with
Section 301, with respect to any notice of redemption of Securities at the election of the Company, unless, upon the giving of such notice, such Securities are deemed to have been paid in accordance with Section 401, such notice may state
that such redemption shall be conditional upon the receipt by the Paying Agent or Agents for such Securities, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest, if any,
on such Securities and that if such money has not been so received such notice shall be of no force or effect and the Company shall not be required to redeem such Securities. In the event that such notice of redemption contains such a condition and
such money is not so received, the redemption shall not be made and within a reasonable time thereafter notice shall be given, in the manner in which the notice of redemption was given, that such money was not so received and such redemption was not
required to be made, and the Paying Agent or Agents for the Securities otherwise to have been redeemed shall promptly return to the Holders thereof any of such Securities that had been surrendered for payment upon such redemption. 

Notice of redemption of Securities to be redeemed at the election of the Company, and any notice of non-satisfaction of a condition for
redemption as aforesaid, shall be given by the Company or, at the Company’s request, by the Security Registrar in the name and at the expense of the Company. Notice of mandatory redemption of Securities shall be given by the Security Registrar
in the name and at the expense of the Company. 
 SECTION 1105.  Securities Payable on Redemption
Date.  (a) Notice of redemption having been given as aforesaid, and the conditions, if any, set forth in such notice having been satisfied, the Securities or portions thereof 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 defaults in the payment of the Redemption Price and accrued interest, if any) such Securities, or portions thereof, if
interest-bearing, shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security or portion thereof, if any, shall be paid by the Company at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date 

  
 42 








 
shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Dates according to their
terms and the provisions of Section 307. 
 (b)      If any Security called for redemption shall not be
so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 

SECTION 1106.  Securities Redeemed in Part.  Any physical Security that is to be redeemed only in part
shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or
his or her attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series, of any authorized
denomination as requested by such Holder, and of like tenor and in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 

ARTICLE TWELVE 

REPAYMENT OF SECURITIES AT OPTION OF HOLDERS 

SECTION 1201.  Applicability of Article.  Securities of any series that are repayable before their Stated
Maturity at the option of the Holders shall be repayable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article. 

SECTION 1202.  Notice of Repayment Date.  Notice of any Repayment Date with respect to Securities of any
series shall be given by the Company not less than 30 nor more than 45 days prior to such Repayment Date (or at such other times as may be specified for such repayment or repurchase pursuant to Section 301) to each Holder of Securities of such
series in accordance with Section 106 (except as otherwise specified as contemplated by Section 301 for Securities of any series). 

The notice as to the Repayment Date shall state (unless otherwise specified for such repayment or repurchase pursuant to Section 301):

 (1)      the Repayment Date; 

(2)      the principal amount of the Securities required to be repaid or repurchased and the
Repayment Price (or the formula pursuant to which the Repayment Price is to be determined if the Repayment Price cannot be determined at the time the notice is given); 

(3)      the place or places where such Securities are to be surrendered for payment of the
Repayment Price, and accrued interest, if any, and the date by which Securities must be so surrendered in order to be repaid or repurchased; 

(4)      that any Security not tendered or accepted for payment shall continue to accrue
interest; 
 (5)      that, unless the Company defaults in making such payment or the Paying
Agent is prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, Securities accepted for payment pursuant to any such offer of repayment or repurchase shall cease to accrue interest after the Repayment
Date; 
 (6)      that Holders electing to have a Security repaid or purchased pursuant to
such offer may elect to have all or any portion of such Security purchased; 
 (7)      that
Holders electing to have a Security repaid or repurchased pursuant to any such offer shall be required to surrender the Security, with such customary documents of surrender and transfer as the 

  
 43 








 
Company may reasonably request, duly completed, or transfer by book-entry transfer, to the Company or the Paying Agent at the address specified in the notice at least two Business Days prior to
the Repayment Date; 
 (8)      that Holders shall be entitled to withdraw their election if
the Company or the Paying Agent, as the case may be, receives, not later than the expiration of the offer to repay or repurchase, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security
the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Security purchased; 

(9)      that, in the case of a repayment or repurchase of less than all Outstanding Securities
of a series, the method of selection of Securities to be repaid or repurchased to be applied by the Trustee if the principal amount of properly tendered Securities exceeds the principal amount of the Securities to be repaid or repurchased; 

(10)     that Holders whose Securities are purchased only in part shall be issued new Securities of
the same series equal in principal amount to the unpurchased portion of the Securities surrendered (or transferred by book-entry transfer); and 

(11)     the CUSIP or other identification number, if any, printed on the Securities being
repurchased and that no representation is made as to the correctness or accuracy of the CUSIP or other identification number, if any, listed in such notice or printed on the Securities. 

SECTION 1203.  Securities Payable on Repayment Date.  The form of option to elect repurchase or repayment
having been delivered as specified in the form of Security for such series, the Securities of such series so to be repaid (after application of the method of selection described pursuant to clause (9) of Section 1202, if the principal amount of
properly tendered Securities exceeds the principal amount of the Securities to be repaid or repurchased) shall, on the Repayment Date, become due and payable at the Repayment Price applicable thereto and from and after such date (unless the Company
defaults in the payment of the Repayment Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for repayment in accordance with said notice, such Security shall be paid by the Company at the
Repayment Price together with accrued interest, if any, to but excluding the Repayment Date; provided, however, that if a Security is repaid or repurchased on or after a Regular Record Date but on or prior to the Stated Maturity of any
installments of interest, then any accrued and unpaid interest due on such Stated Maturity shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular
Record Dates according to their terms and the provisions of Section 307. 
 If any Security is not paid upon surrender thereof for
repayment, the principal (and premium, if any) shall, until paid, bear interest from the Repayment Date at the rate prescribed therefor in such Security. 

SECTION 1204.  Securities Repaid in Part.  Any Security that by its terms may be repaid in part at the
option of the Holder and that is to be repaid only in part shall be surrendered at any office or agency of the Company designated for that purpose pursuant to Section 1002 (with, if the Company or the Trustee so requires, due endorsement by, or
a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his or her attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or Securities of the same series, as provided in Section 305, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and
in exchange for the unrepaid portion of the principal of the Security so surrendered. 
  

 

  
 44 








 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 date first above written. 
  

			
	OPEXA THERAPEUTICS, INC.
	
	By                                    
                                         
                    
	 Name:
 Title:

	  
 [TRUSTEE]

	
	By                                    
                                         
                    
	 Name:
 Title:




  
 45