Form of Subordinated Debt Securities Indenture



 Exhibit 4.14 
 RASER TECHNOLOGIES, INC., 
 Issuer 
 And 
 [                    ], 
 Trustee 
  
  
 INDENTURE 
  
  
 Dated as of
[                    ], [            ] 
 Subordinated Debt Securities 







 Reconciliation and tie between 
 Trust Indenture Act of 1939 (the “Trust Indenture Act”) 
 and Indenture

  

			
	 Trust Indenture Act Section
	  	Indenture Section
	 §310(a)(1)
	  	6.7
	 (a)(2)
	  	6.7
	 (b)
	  	6.8
	 §311
	  	6.4
	 §312(a)
	  	7.1
	 (b)
	  	7.2
	 (c)
	  	7.2
	 §313(a)
	  	7.3
	 (c)
	  	7.3
	 (d)
	  	7.3
	 §314(a)
	  	7.4
	 (c)(l)
	  	1.2
	 (c)(2)
	  	1.2
	 (e)
	  	1.1, 1.2
	 (f)
	  	1.2
	 §315(a)-(d)
	  	3.3
	 (b)
	  	6.2
	 (c)
	  	6.1(9)
	 (d)
	  	6.1(8)
	 (e)
	  	5.15
	 §316(a) (last sentence)
	  	1.1
	 (a)(l)(A)
	  	5.12
	 (a)(1)(B)
	  	5.13
	 (b)
	  	5.8
	 §317(a)(1)
	  	5.3
	 (a)(2)
	  	5.4
	 (b)
	  	10.3
	 §318(a)
	  	1.8

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







 Table of Contents 
  

					
	 	  	 	  	Page
	 ARTICLE 1
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


			
	Section 1.1	  	 Definitions.
	  	1
	 Act
	  	2
	 Additional Provisions
	  	2
	 Affiliate
	  	2
	 Authenticating Agent
	  	2
	 Authorized Newspaper
	  	2
	 Authorized Officer
	  	2
	 Bankruptcy Law
	  	2
	 Bearer Security
	  	2
	 Board of Directors
	  	2
	 Board Resolution
	  	3
	 Business Day
	  	3
	 Capital Stock
	  	3
	 Capitalized Lease Obligation
	  	3
	 Commission
	  	3
	 Common Stock
	  	3
	 Company
	  	3
	 Company Request and Company Order
	  	3
	 Conversion Event
	  	3
	 Corporate Trust Office
	  	3
	 Corporation
	  	4
	 Coupon
	  	4
	 Currency
	  	4
	 CUSIP number
	  	4
	 Custodian
	  	4
	 Defaulted Interest
	  	4
	 Dollars or $
	  	4
	 Event of Default
	  	4
	 Foreign Currency
	  	4
	 Government Obligations
	  	4
	 Holder
	  	5
	 Indebtedness
	  	5
	 Indenture
	  	5
	 Independent Public Accountants
	  	6
	 Indexed Security
	  	6
	 Interest
	  	6
	 Interest Payment Date
	  	6
	 Judgment Currency
	  	6
	 Junior Subordinated Indebtedness
	  	6
	 Lien
	  	6

  

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	 Maturity
	  	6
	 New York Banking Day
	  	6
	 Office or Agency
	  	6
	 Officers’ Certificate
	  	6
	 Opinion of Counsel
	  	7
	 Original Issue Discount Security
	  	7
	 Outstanding
	  	7
	 Paying Agent
	  	8
	 Person
	  	8
	 Place of Payment
	  	8
	 Predecessor Security
	  	8
	 Preferred Stock
	  	8
	 Redemption Date,
	  	9
	 Redemption Price,
	  	9
	 Registered Security
	  	9
	 Regular Record Date
	  	9
	 Required Currency
	  	9
	 Responsible Officer
	  	9
	 Security
	  	9
	 Security Register
	  	9
	 Senior Subordinated Indebtedness
	  	10
	 Special Record Date
	  	10
	 Stated Maturity
	  	10
	 Subsidiary
	  	10
	 Senior Indebtedness
	  	9
	 Trust Indenture Act
	  	10
	 Trustee
	  	10
	 United States
	  	10
	 U.S. Depository or Depository
	  	10
	 Vice President
	  	11
	 Section 1.2
	  	 Compliance Certificates and Opinions
	  	11
	 Section 1.3
	  	 Form of Documents Delivered to Trustee
	  	11
	 Section 1.4
	  	 Acts of Holders
	  	12
	 Section 1.5
	  	 Notices, etc. to Trustee and Company
	  	14
	 Section 1.6
	  	 Notice to Holders of Securities; Waiver
	  	14
	 Section 1.7
	  	 Language of Notices
	  	15
	 Section 1.8
	  	 Conflict with Trust Indenture Act
	  	16
	 Section 1.9
	  	 Effect of Headings and Table of Contents
	  	16
	 Section 1.10
	  	 Successors and Assigns
	  	16
	 Section 1.11
	  	 Separability Clause
	  	16
	 Section 1.12
	  	 Benefits of Indenture
	  	16
	 Section 1.13
	  	 Governing Law
	  	16
	 Section 1.14
	  	 Legal Holidays
	  	16
	 Section 1.15
	  	 Counterparts
	  	17
	 Section 1.16
	  	 Judgment Currency
	  	17
	 Section 1.17
	  	 No Security Interest Created
	  	17
	 Section 1.18
	  	 Limitation on Individual Liability
	  	18

  

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	 ARTICLE 2
 SECURITIES FORMS


			
	 Section 2.1
	  	 Forms Generally
	  	18
	 Section 2.2
	  	 Form of Trustee’s Certificate of Authentication
	  	19
	 Section 2.3
	  	 Securities in Global Form
	  	19
	
	 ARTICLE 3
 THE SECURITIES


			
	 Section 3.1
	  	 Amount Unlimited; Issuable in Series
	  	20
	 Section 3.2
	  	 Currency; Denominations
	  	23
	 Section 3.3
	  	 Execution, Authentication, Delivery and Dating
	  	24
	 Section 3.4
	  	 Temporary Securities
	  	25
	 Section 3.5
	  	 Registration, Transfer and Exchange
	  	26
	 Section 3.6
	  	 Mutilated, Destroyed, Lost and Stolen Securities
	  	30
	 Section 3.7
	  	 Payment of Interest; Rights to Interest Preserved
	  	31
	 Section 3.8
	  	 Persons Deemed Owners
	  	33
	 Section 3.9
	  	 Cancellation
	  	33
	 Section 3.10
	  	 Computation of Interest
	  	33
	
	 ARTICLE 4
 SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE AND COVENANT DEFEASANCE


			
	 Section 4.1
	  	 Satisfaction and Discharge
	  	34
	 Section 4.2
	  	 Defeasance and Covenant Defeasance
	  	35
	 Section 4.3
	  	 Application of Trust Money
	  	39
	 Section 4.4
	  	 Reinstatement
	  	39
	
	 ARTICLE 5
 REMEDIES


			
	 Section 5.1
	  	 Events of Default
	  	40
	 Section 5.2
	  	 Acceleration of Maturity; Rescission and Annulment
	  	42
	 Section 5.3
	  	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	43
	 Section 5.4
	  	 Trustee May File Proofs of Claim
	  	43
	 Section 5.5
	  	 Trustee May Enforce Claims without Possession of Securities or Coupons
	  	44
	 Section 5.6
	  	 Application of Money Collected
	  	44
	 Section 5.7
	  	 Limitations on Suits
	  	45
	 Section 5.8
	  	 Unconditional Right of Holders to Receive Principal and any Premium and Interest
	  	46
	 Section 5.9
	  	 Restoration of Rights and Remedies
	  	46
	 Section 5.10
	  	 Rights and Remedies Cumulative
	  	46
	 Section 5.11
	  	 Delay or Omission Not Waiver
	  	46
	 Section 5.12
	  	 Control by Holders of Securities
	  	46

  

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	 Section 5.13
	  	 Waiver of Past Defaults
	  	47
	 Section 5.14
	  	 Waiver of Usury, Stay or Extension Laws
	  	47
	 Section 5.15
	  	 Undertaking for Costs
	  	47
	
	 ARTICLE 6
 THE TRUSTEE


			
	 Section 6.1
	  	 Certain Rights of Trustee
	  	48
	 Section 6.2
	  	 Notice of Defaults
	  	49
	 Section 6.3
	  	 Not Responsible for Recitals or Issuance of Securities
	  	50
	 Section 6.4
	  	 May Hold Securities
	  	50
	 Section 6.5
	  	 Money Held in Trust
	  	50
	 Section 6.6
	  	 Compensation and Reimbursement
	  	50
	 Section 6.7
	  	 Corporate Trustee Required; Eligibility
	  	51
	 Section 6.8
	  	 Resignation and Removal; Appointment of Successor
	  	51
	 Section 6.9
	  	 Acceptance of Appointment by Successor
	  	53
	 Section 6.10
	  	 Merger, Conversion, Consolidation or Succession to Business
	  	54
	 Section 6.11
	  	 Appointment of Authenticating Agent
	  	54
	 Section 6.12
	  	 Appointment of Attorney-in-Fact
	  	56
	
	 ARTICLE 7
 HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY


			
	 Section 7.1
	  	 Company to Furnish Trustee Names and Addresses of Holders
	  	57
	 Section 7.2
	  	 Preservation of Information; Communications to Holders
	  	57
	 Section 7.3
	  	 Reports by Trustee
	  	58
	 Section 7.4
	  	 Reports by Company
	  	58
	
	 ARTICLE 8
 CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES


			
	 Section 8.1
	  	 Company May Consolidate, Etc., Only on Certain Terms
	  	59
	 Section 8.2
	  	 Successor Person Substituted for Company
	  	59
	
	 ARTICLE 9
 SUPPLEMENTAL INDENTURES


			
	 Section 9.1
	  	 Supplemental Indentures without Consent of Holders
	  	60
	 Section 9.2
	  	 Supplemental Indentures with Consent of Holders
	  	61
	 Section 9.3
	  	 Execution of Supplemental Indentures
	  	63
	 Section 9.4
	  	 Effect of Supplemental Indentures
	  	63
	 Section 9.5
	  	 Reference in Securities to Supplemental Indentures
	  	63
	 Section 9.6
	  	 Conformity with Trust Indenture Act
	  	63
	 Section 9.7
	  	 Effect on Senior Indebtedness
	  	63
	 Section 9.8
	  	 Notice of Supplemental Indenture
	  	63

  

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	 ARTICLE 10
 COVENANTS


			
	 Section 10.1
	  	 Payment of Principal, any Premium, Interest
	  	64
	 Section 10.2
	  	 Maintenance of Office or Agency
	  	64
	 Section 10.3
	  	 Money for Securities Payments to Be Held in Trust
	  	65
	 Section 10.4
	  	 Limitations on Pledges and Liens
	  	67
	 Section 10.5
	  	 Corporate Existence
	  	69
	 Section 10.6
	  	 Waiver of Certain Covenants
	  	69
	 Section 10.7
	  	 Company Statement as to Compliance; Notice of Certain Defaults
	  	70
	 Section 10.8
	  	 Limitation on Indebtedness
	  	70
	
	 ARTICLE 11
 REDEMPTION OF SECURITIES


			
	 Section 11.1
	  	 Applicability of Article
	  	71
	 Section 11.2
	  	 Election to Redeem; Notice to Trustee
	  	71
	 Section 11.3
	  	 Selection by Trustee of Securities to be Redeemed
	  	71
	 Section 11.4
	  	 Notice of Redemption
	  	72
	 Section 11.5
	  	 Deposit of Redemption Price
	  	73
	 Section 11.6
	  	 Securities Payable on Redemption Date
	  	73
	 Section 11.7
	  	 Securities Redeemed in Part
	  	74
	 Section 11.8
	  	 Cancellation and Destruction of Securities
	  	74
	
	 ARTICLE 12
 SINKING FUNDS


			
	 Section 12.1
	  	 Applicability of Article
	  	75
	 Section 12.2
	  	 Satisfaction of Sinking Fund Payments with Securities
	  	75
	 Section 12.3
	  	 Redemption of Securities for Sinking Fund
	  	76
	
	 ARTICLE 13
 REPAYMENT AT THE OPTION OF HOLDERS


			
	 Section 13.1
	  	 Applicability of Article
	  	76
	
	 ARTICLE 14
 SECURITIES IN FOREIGN CURRENCIES


			
	 Section 14.1
	  	 Applicability of Article
	  	76
	
	 ARTICLE 15
 MEETINGS OF HOLDERS OF SECURITIES


			
	 Section 15.1
	  	 Purposes for Which Meetings May Be Called
	  	77
	 Section 15.2
	  	 Call, Notice and Place of Meetings
	  	77
	 Section 15.3
	  	 Persons Entitled to Vote at Meetings
	  	78
	 Section 15.4
	  	 Quorum; Action
	  	78

  

 v 









					
	 Section 15.5
	  	 Determination of Voting Rights; Conduct and Adjournment of Meetings
	  	78
	 Section 15.6
	  	 Counting Votes and Recording Action of Meetings
	  	79
	 Section 15.7
	  	 Preservation of Rights of Trustee and Holders
	  	80
	
	 ARTICLE 16
 SUBORDINATION OF SECURITIES


			
	 Section 16.1
	  	 Agreement to Subordinate
	  	80
	 Section 16.2
	  	 Default on Senior Indebtedness
	  	80
	 Section 16.3
	  	 Liquidation; Dissolution; Bankruptcy
	  	81
	 Section 16.4
	  	 Subrogation
	  	82
	 Section 16.5
	  	 Trustee to Effectuate Subordination
	  	83
	 Section 16.6
	  	 Notice by the Company
	  	83
	 Section 16.7
	  	 Rights of the Trustee; Holders of Senior Indebtedness
	  	84
	 Section 16.8
	  	 Subordination May Not Be Impaired
	  	85

  

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 INDENTURE, dated as of
[                    ], [            ] (the “Indenture”), between
Raser Technologies, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”) and
[                    ], as trustee (the “Trustee”). 
 RECITALS 
 The Company has duly authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its subordinated unsecured debentures, notes or other evidences of indebtedness (the “Securities”), unlimited as to principal amount, to bear such rates of interest, to mature at such time or times, to be
issued in one or more series and to have such other provisions as shall be fixed as hereinafter provided. 
 The Company has duly authorized
the execution and delivery of this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 
 This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder that are required to be part
of this Indenture and, to the extent applicable, shall be governed by such provisions. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH:

 For and in consideration of the premises and the purchase of the Securities by the Holders (as herein defined) thereof, it is mutually
covenanted, declared and agreed by and between the parties hereto, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof and any Coupons (as herein defined) as follows: 
 ARTICLE 1 
 DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION 
 Section 1.1 Definitions. 
 Except as otherwise specified with respect to any Securities issued pursuant to Section 3.1, and except as otherwise expressly provided in or
pursuant to this Indenture, or unless the context otherwise requires, for all purposes of this Indenture: 
 (1) the terms
defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; 
 (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; 
 (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles in the United States of America and, except as otherwise herein expressly provided, the terms “generally accepted accounting principles” or “GAAP” with respect to any computation required or permitted hereunder shall
mean such accounting principles as are generally accepted in the United States of America at the date or time of such computation; 
  

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 (4) the words “herein,” “hereof,” “hereto” and
“hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and 
 (5) the word “or” is always used inclusively (for example, the phrase “A or B” means “A or B or both,” not
“either A or B but not both”). 
 Certain terms used principally in certain Articles hereof are defined in those Articles.

 “Act,” when used with respect to any Holders, has the meaning specified in Section 1.4. 
 “Additional Provisions” has the meaning specified in Section 16.1. 
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have the meanings correlative to the foregoing. 
 “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.11 to act on behalf of the Trustee to
authenticate Securities of one or more series. 
 “Authorized Newspaper” means a newspaper, in an official language of the
place of publication or in the English language, customarily published on each day that is a Business Day in the place of publication, whether or not published on days that are legal holidays in the place of publication, and of general circulation
in each place in connection with which the term is used or in the financial community of each such place. Where 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 day that is a Business Day in the place of publication. 
 “Authorized Officer” means, when used with respect to the Company, the Chairman of the Board of Directors, a Vice Chairman, the President, the Chief Executive Officer, the Chief Financial Officer, any
Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. 
 “Bankruptcy
Law” has the meaning specified in Section 5.1(6). 
 “Bearer Security” means any Security in the form
established pursuant to Section 2.1 which is payable to bearer. 
 “Board of Directors” means the board of directors of
the Company or any committee of that board duly authorized to act generally or in any particular respect for the Company hereunder. 
  

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 “Board Resolution” means a copy of one or more resolutions, certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, delivered to the Trustee. 
 “Business Day,” with respect to any Place of Payment or other location, means any day other than a Saturday, Sunday or other day on
which banking institutions in such Place of Payment or other location are authorized or obligated by law, regulation or executive order to close. 
 “Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including
Preferred Stock, but excluding any debt securities convertible into such equity. 
 “Capitalized Lease Obligation” means an
obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with generally accepted accounting principles, and the amount of Indebtedness represented by such obligation shall be the capitalized amount
of such obligation determined in accordance with such principles. 
 “Commission” means the Securities and Exchange
Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time. 
 “Common Stock” in respect of any Corporation
means Capital Stock of any class or classes (however designated) which has no preference as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Corporation, and which
is not subject to redemption by such Corporation. 
 “Company” means the Person named as the “Company” in the
first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person, and any other obligor upon the
Securities. 
 “Company Request and Company Order” mean, respectively, a written request or order, as the case may be,
signed in the name of the Company by an Authorized Officer, and delivered to the Trustee. 
 “Conversion Event” means the
cessation of use of (i) a Foreign Currency both by the government of the country or the confederation which issued such Foreign Currency and for the settlement of transactions by a central bank or other public institutions of or within the
international banking community or (ii) any currency unit or composite currency for the purposes for which it was established. 
 “Corporate Trust Office” means the principal corporate trust office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of original execution of this
Indenture is located at [                    ]. 
  

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 “Corporation” means corporations and limited liability companies and, except for
purposes of Article 8, associations, companies and business trusts. 
 “Coupon” means any interest coupon appertaining to a
Bearer Security. 
 “Currency,” with respect to any payment, deposit or other transfer in respect of the principal of or any
premium or interest on any Security, means Dollars or the Foreign Currency, as the case may be, in which such payment, deposit or other transfer is required to be made by or pursuant to the terms hereof or such Security and, with respect to any
other payment, deposit or transfer pursuant to or contemplated by the terms hereof or such Security, means Dollars. 
 “CUSIP
number” means the alphanumeric designation assigned to a Security by Standard & Poor’s Ratings Service, CUSIP Service Bureau. 
 “Custodian” has the meaning specified in Section 5.1(6). 
 “Defaulted
Interest” has the meaning specified in Section 3.7. 
 “Dollars or $” means a dollar or other equivalent unit
of legal tender for payment of public or private debts in the United States of America. 
 “Event of Default” has the
meaning specified in Section 5.1. 
 “Foreign Currency” means any currency, currency unit or composite currency,
including, without limitation, the euro, issued by the government of one or more countries other than the United States of America or by any recognized confederation or association of such governments. 
 “Government Obligations” means securities which are (i) direct obligations of the United States of America or the other government
or governments which issued the Foreign Currency in which the principal of or any premium or interest on such Security shall be payable, in each case where the payment or payments thereunder are supported by the full faith and credit of such
government or governments or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America or such other government or governments, in each case where the timely payment or
payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the United States of America or such other government or governments, and which, in the case of (i) or (ii), are not callable or redeemable at the
option of the issuer or issuers thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of or other amount
with respect to any such Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of or other amount with respect to the Government Obligation
evidenced by such depository receipt. 
  

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 “Holder,” in the case of any Registered Security, means the Person in whose name such
Security is registered in the Security Register and, in the case of any Bearer Security, means the bearer thereof and, in the case of any Coupon, means the bearer thereof. 
 “Indebtedness” means, with respect to any Person, such Person’s (i) obligations for borrowed money, (ii) obligations
representing the deferred purchase price of property or services other than accounts payable arising in the ordinary course of such Person’s business, (iii) obligations, whether or not assumed, secured by Liens on property now or hereafter
owned or acquired by such Person (other than carriers’, warehousemen’s, mechanics’, repairmen’s or other like nonconsensual statutory Liens arising in the ordinary course of business), (iv) obligations which are evidenced by
notes, acceptances, or other similar instruments, (v) capitalized lease obligations, (vi) contingent obligations with respect to the Indebtedness of another Person, including but not limited to the obligation or liability of another which
such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes contingently liable upon; provided that any Indebtedness owing by the Company to any of its Subsidiaries or
by any Subsidiary of the Company to the Company or by any Subsidiary of the Company to any other Subsidiary of the Company or any contingent obligation in respect thereof shall not constitute Indebtedness for purposes of this Agreement, and
(vii) obligations for which such Person is obligated in respect of a letter of credit. For purposes of this Indenture, Indebtedness shall not include (A) any indebtedness of such Person to the extent (I) such indebtedness does not
appear on the financial statement of such Person, (II) such indebtedness is recourse only to certain assets of such Person, and (III) the assets to which such indebtedness is recourse only appear on the financial statements of such Person net of
such indebtedness, or (B) any indebtedness or other obligations issued by any Person (or by a trust or other entity established by such Person or any of its affiliates) which are primarily serviced by the cash flows of a discrete pool of
receivables, leases or other financial assets which have been sold or transferred by the Company or any Subsidiary in securitization transactions which, in accordance with GAAP, are accounted for as sales for financial reporting purposes. It is
understood and agreed that (1) the amount of any Indebtedness described in clause (iii) for which recourse is limited to certain property of such Person shall be the lower of (x) the amount of the obligation and (y) the fair
market value of the property of such Person securing such obligation, and (2) the amount of any obligation described in clause (vi) shall be the lower of (x) the stated or determinable amount of the primary obligation in respect of
which such contingent obligation is made, and (y) the maximum amount for which such Person may be liable pursuant to the terms of the agreement embodying such contingent obligation unless such primary obligation and the maximum amount for which
such Person may be liable are not stated or determinable, in which case the amount of such contingent obligation shall be such Person’s maximum, reasonably anticipated liability in respect thereof as determined by such Person in good faith. The
term “Indebtedness,” when used in the definition of the terms “Junior Subordinated Indebtedness,” “Senior Subordinated Indebtedness” and “Senior Indebtedness,” means all obligations
which, in accordance with GAAP, should be classified as liabilities on a balance sheet and, in any event, shall include all debt and other similar monetary obligations, whether direct or guaranteed. 
 “Indenture” means this instrument 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, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern 

  

 5 








 
this instrument, and, with respect to any Security, by the terms and provisions of such Security and any Coupon appertaining thereto established pursuant to
Section 3.1 (as such terms and provisions may be amended pursuant to the applicable provisions hereof). 
 “Independent Public
Accountants” means accountants or a firm of accountants that, with respect to the Company and any other obligor under the Securities or the Coupons, are independent public accountants within the meaning of the Securities Act of 1933, as
amended, and the rules and regulations promulgated by the Commission thereunder, who may be the independent public accountants regularly retained by the Company or who may be other independent public accountants. Such accountants or firm shall be
entitled to rely upon any Opinion of Counsel as to the interpretation of any legal matters relating to this Indenture or certificates required to be provided hereunder. 
 “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” means interest payable after Maturity with respect to any Original Issue Discount Security which, by
its terms, bears interest only after Maturity. 
 “Interest Payment Date,” with respect to any Security, means the Stated
Maturity of an installment of interest on such Security. 
 “Judgment Currency” has the meaning specified in
Section 1.16. 
 “Junior Subordinated Indebtedness” means the Indebtedness of the Company, whether outstanding at the
date hereof or incurred hereafter, which is subordinated to Senior Indebtedness and Senior Subordinated Indebtedness of the Company. 
 “Lien” has the meaning specified in Section 10.4. 
 “Maturity,” with respect to any
Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as provided in or pursuant to this Indenture, whether at the Stated Maturity or by declaration of acceleration, notice of
redemption or repurchase, notice of option to elect repayment or otherwise, and includes the Redemption Date. 
 “New York Banking
Day” has the meaning specified in Section 1.16. 
 “Office or Agency” with respect to any Securities, means an
office or agency of the Company maintained or designated in a Place of Payment for such Securities pursuant to Section 10.2 or any other office or agency of the Company maintained or designated for such Securities pursuant to Section 10.2
or, to the extent designated or required by Section 10.2 in lieu of such office or agency, the Corporate Trust Office of the Trustee. 
 “Officers’ Certificate” means a certificate signed by the Chairman, Vice Chairman, President, Chief Executive Officer or a Vice President and by the Chief Financial Officer, Treasurer, an Assistant Treasurer, the
Secretary, or an Assistant Secretary of the Corporation, and delivered to the Trustee. 
  

 6 








 “Opinion of Counsel” means a written opinion of counsel, who may be an employee of or
counsel for the Company or other counsel who shall be reasonably acceptable to the Trustee, that, if required by the Trust Indenture Act, complies with the requirements of Section 314(e) of the Trust Indenture Act. 
 “Original Issue Discount Security” means a Security issued pursuant to this Indenture which provides for declaration of an amount less
than the principal face amount thereof to be due and payable upon acceleration pursuant to Section 5.2. 
 “Outstanding,” when used with respect to any Securities, means, as of the date of determination, all such Securities theretofore authenticated and delivered under this Indenture, except: 
  

	 	(a)	any such Security theretofore cancelled by the Trustee or the Security Registrar or delivered to the Trustee or the Security Registrar for cancellation; 

  

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

  

	 	(c)	any such Security with respect to which the Company has effected defeasance and/or covenant defeasance pursuant to the terms hereof, except to the extent provided in
Section 4.2; 

  

	 	(d)	any such Security which has been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, unless there shall have been presented to the Trustee proof satisfactory to it that such Security is held by a bona fide purchaser in whose hands such Security is a valid obligation of the Company; and 

  

	 	(e)	any such Security converted or exchanged as contemplated by this Indenture into other securities of the Company or another issuer, if the terms of such Security provide for such
conversion or exchange pursuant to Section 3.1; 

 provided, however, that in determining whether the Holders of the
requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders of Securities for quorum purposes, 

  

 7 








 
(i) the principal amount of an Original Issue Discount Security that may be counted in making such determination and that shall be deemed to be
Outstanding for such purposes shall be equal to the amount of the principal thereof that pursuant to the terms of such Original Issue Discount Security would be declared (or shall have been declared to be) due and payable upon a declaration of
acceleration thereof pursuant to Section 5.2 at the time of such determination, and (ii) the principal amount of any Indexed Security that may be counted in making such determination and that shall be deemed Outstanding for such purposes
shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided in or pursuant to this Indenture, and (iii) the principal amount of a Security denominated in a Foreign Currency shall be the
Dollar equivalent, determined on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent on the date of original issuance of such Security of the amount
determined as provided in (i) above) of such Security, and (iv) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor, shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in making any such determination or relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which shall have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee (A) the
pledgee’s right so to act with respect to such Securities and (B) that the pledgee is not the Company or any other obligor upon the Securities or any Coupons appertaining thereto or an Affiliate of the Company or such other obligor.

 “Paying Agent” means any Person authorized by the Company to pay the principal of, or any premium or interest on, any
Security or any Coupon on behalf of the Company. 
 “Person” means any individual, Corporation, partnership, joint venture,
joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 
 “Place of
Payment,” with respect to any Security, means the place or places where the principal of, or any premium or interest on, such Security is payable as provided in or pursuant to this Indenture or such Security. 
 “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same Indebtedness as
that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or in lieu of a lost, destroyed, mutilated or stolen Security or any Security to
which a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to evidence the same Indebtedness as the lost, destroyed, mutilated or stolen Security or the Security to which a mutilated, destroyed, lost or stolen Coupon appertains.

 “Preferred Stock” in respect of any Corporation means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Corporation, over shares of Capital Stock of any other class of such Corporation. 
  

 8 








 “Redemption Date,” with respect to any Security or portion thereof to be redeemed, means
the date fixed for such redemption by or pursuant to this Indenture or such Security. 
 “Redemption Price,” with respect to
any Security or portion thereof to be redeemed, means the price at which it is to be redeemed as determined by or pursuant to this Indenture or such Security. 
 “Registered Security” means any Security in the form established pursuant to Section 2.1 which is registered in a Security Register. 
 “Regular Record Date” for the interest payable on any Registered Security on any Interest Payment Date therefor means the date, if any,
specified in or pursuant to this Indenture or such Security as the “Regular Record Date”. 
 “Required Currency”
has the meaning specified in Section 1.16. 
 “Responsible Officer” means any officer within the corporate trust office
of the Trustee, which may include the chairman and vice chairman of the board of directors, the president, the chairman of the executive committee of the board of directors, the chairman of the trust committee, every vice president or officer senior
thereto, every assistant vice president, the secretary, every assistant secretary, the treasurer, every assistant treasurer, every trust officer, every assistant trust officer, and every other officer and assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of, and familiarity with, a particular subject.

 “Security“ or “Securities” means any note or notes, bond or bonds, debenture or debentures, or any other
evidences of Indebtedness, as the case may be, authenticated and delivered under this Indenture; provided, however, that, if at any time there is more than one Person acting as Trustee under this Indenture, “Securities,” with
respect to any such Person, shall mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee. 
 “Security Register” and “Security Registrar” have the respective meanings specified in Section 3.5. 
 “Senior Indebtedness“ means, with respect to the Securities of any particular series issued and authenticated pursuant to the terms of
this Indenture, all Indebtedness of the Company outstanding at any time, except (a) the Securities of such series, (b) Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such
Indebtedness is subordinated to the Securities of such series, or ranks pari passu with Securities that are subordinated to Securities of such series, (c) Indebtedness of the Company to an Affiliate of the Company, (d) interest accruing
after the filing of a petition initiating any proceeding relating to the Company referred to in Section 5.1(6) and 5.1(7) unless such interest is an allowed claim enforceable against the Company in a proceeding under federal or state bankruptcy
laws, (e) trade accounts payable, (f) any Indebtedness issued in violation of the instrument creating the same and (g) any guarantee of any Indebtedness. 
  


 9 








 “Senior Subordinated Indebtedness” means the Indebtedness represented by the Securities
and all other Indebtedness of the Company, whether outstanding at the date hereof or incurred hereafter, which is subordinate only to Senior Indebtedness. 
 “Special Record Date” for the payment of any Defaulted Interest on any Registered Security means a date fixed by the Company pursuant to Section 3.7. 
 “Stated Maturity,” with respect to any Security or any installment of principal thereof or interest thereon, means the date established
by or pursuant to this Indenture or such Security as the fixed date on which the principal of such Security or such installment of principal or interest is, due and payable. 
 “Subsidiary” means with respect to the Company, such Person which, at the time of determination, more than 50% of the voting power of
the shares of its Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is owned or controlled, directly
or indirectly, by (i) the Company and/or (ii) one or more Subsidiaries of the Company; provided, however, that the term Subsidiary shall not include any Person, if the earnings of such Person are not consolidated with the financial
statements of the Company in accordance with the requirements of GAAP. 
 “Trust Indenture Act” means the Trust Indenture
Act of 1939, as amended, and any reference herein to the Trust Indenture Act or a particular provision thereof shall mean such Act or provision, as the case may be, as amended or replaced from time to time or as supplemented from time to time by
rules or regulations adopted by the Commission under or in furtherance of the purposes of such Act or provision, as the case may be. 
 “Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such with respect to one or more series of Securities pursuant to the
applicable provisions of this Indenture, and thereafter “Trustee” shall mean each Person who is then a Trustee hereunder; provided, however, that if at any time there is more than one such Person, “Trustee” shall
mean each such Person and as used with respect to the Securities of any series shall mean the Trustee with respect to the Securities of such series. 
 “United States,” except as otherwise provided in or pursuant to this Indenture or any Security, means the United States of America (including the states thereof and the District of Columbia), its
territories and possessions and other areas subject to its jurisdiction. 
 “U.S. Depository or Depository” means, with
respect to any Security issuable or issued in the form of one or more global Securities, the Person designated as U.S. Depository or Depository by the Company in or pursuant to this Indenture, which Person must be, to the extent required by
applicable law or regulation, a clearing agency registered under the Securities Exchange Act of 1934, as amended, and, if so provided with respect to any Security, any successor to such Person. If at any time there is more than one such Person,
“U.S. Depository” or “Depository” shall mean, with respect to any Securities, the qualifying entity that has been appointed with respect to such Securities. 
  

 10 








 “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 1.2 Compliance Certificates and Opinions. 
 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 furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application
or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

 (1) a statement that the individual signing such certificate or opinion has read such condition or covenant and the
definitions herein relating thereto; 
 (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based; 
 (3) a statement that, in the
opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and 
 (4) a statement as to whether, in the opinion of such individual, such condition or covenant has been complied with. 
 Section 1.3 Form of Documents Delivered to Trustee. 
 In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one
such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents. 
 Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon an Opinion of Counsel, provided that such officer, after reasonable inquiry, has no reason to believe and does not believe that the Opinion of Counsel with respect to the matters upon which his
certificate or opinion is based is erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company, stating that the
information with 

  

 11 








 
respect to such factual matters is in the possession of the Company, provided that such counsel, after reasonable inquiry, has no reason to believe and does
not believe that the certificate or opinion or representations with respect to such matters are erroneous. 
 Where any Person is required to
make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any Security, they may, but need not, be consolidated and form one instrument. 
 Section 1.4 Acts of Holders. 
 (1) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by or pursuant to this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. If, but only if, Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture to be given or taken by Holders of Securities of such series may, alternatively, be embodied in and evidenced by the record of Holders of Securities of such series voting in
favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article 15, or a combination of such instruments and any such
record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument
or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive
in favor of the Trustee, the Company and any agent of the Trustee or the Company, if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 15.6.

 Without limiting the generality of this Section 1.4, unless otherwise provided in or pursuant to this Indenture, a
Holder, including a U.S. Depository that is a Holder of a global Security, may make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or
pursuant to this Indenture to be made, given or taken by Holders, and a U.S. Depository that is a Holder of a global Security may provide its proxy or proxies to the beneficial owners of interests in any such global Security through such U.S.
Depository’s standing instructions and customary practices. 
 The Company shall fix a record date for the purpose of
determining the Persons who are beneficial owners of interest in any permanent global Security held by a U.S. Depository entitled under the procedures of such U.S. Depository to make, give or take, by a proxy or proxies duly appointed in writing,
any request, demand, authorization, 

  

 12 








 
direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be made, given or taken by Holders. If such a record date is
fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other Act, whether or not such
Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other Act shall be valid or effective if made, given or taken more than 90 days after such record date. 
 (2) The fact and date of the execution by any Person of any such instrument or writing referred to in this Section 1.4 may be proved
in any reasonable manner; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section. 
 (3) The ownership, principal amount and serial numbers of Registered Securities held by any Person, and the date of the commencement and the date of the termination of holding the same, shall be proved by the Security
Register. 
 (4) The ownership, principal amount and serial numbers of Bearer Securities held by any Person, and the date of
the commencement and the date of the termination of holding the same, may be proved by the production of such Bearer Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary reasonably acceptable
to the Company, wherever situated, if such certificate shall be deemed by the Company and the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company may
assume that such ownership of any Bearer Security continues until (i) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (ii) such Bearer Security is produced to the Trustee
by some other Person, or (iii) such Bearer Security is surrendered in exchange for a Registered Security, or (iv) such Bearer Security is no longer Outstanding. The ownership, principal amount and serial numbers of Bearer Securities held
by the Person so executing such instrument or writing and the date of the commencement and the date of the termination of holding the same may also be proved in any other manner, which the Company and the Trustee deem sufficient. 
 (5) If the Company shall solicit from the Holders of any Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may at its option (but is not obligated to), by Board Resolution, fix in advance a record date for the determination of Holders of Registered Securities entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of Registered
Securities of record at the close of business on such record date shall be deemed to be Holders for the purpose of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to 

  

 13 








 
such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by the Holders of Registered Securities shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months
after the record date. 
 (6) Any request, demand, authorization, direction, notice, consent, waiver or other Act by the
Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or suffered to be
done by the Trustee, any Security Registrar, any Paying Agent or the Company in reliance thereon, whether or not notation of such Act is made upon such Security. 
 Section 1.5 Notices, etc. to Trustee and Company. 
 Any request, demand, authorization,
direction, notice, consent, waiver or other Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, 
 (1) the Trustee by any Holder or the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee at its Corporate Trust Office, or 
 (2) the Company, by the Trustee or any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company, addressed to the attention of its Treasurer, with a copy to the attention of its General Counsel, at the
address of its principal office specified herein or at any other address previously furnished in writing to the Trustee by the Company. 
 Section 1.6 Notice to Holders of Securities; Waiver. 
 Except as otherwise expressly provided in or pursuant to this
Indenture, where this Indenture provides for notice to Holders of Securities of any event, 
 (1) such notice shall be
sufficiently given to Holders of Registered Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Registered Security affected by such event, at his address as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving of such notice; and 
 (2) such notice shall be
sufficiently given to Holders of Bearer Securities, if any, if published in an Authorized Newspaper in The City of New York and, if such Securities are then listed on any stock exchange outside the United States, in an Authorized Newspaper in such
city as the Company shall advise the Trustee that such stock exchange so requires, on a Business Day at least twice, the first such publication to be not earlier than the earliest date and the second such publication not later than the latest date
prescribed for the giving of such notice. 
  

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 In any case where notice to Holders of Registered Securities is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Registered Security shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice to
Holders of Bearer Securities given as provided herein. Any notice that is mailed in the manner herein provided, shall be conclusively presumed to have been duly given or provided. In the case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 
 In case by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearers Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for
every purpose hereunder. Neither failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of any notice mailed to Holders of Registered
Securities as provided above. 
 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 of Securities 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. 
 All communications hereunder will be in writing and will be mailed,
delivered or telegraphed and confirmed to the party receiving such communication at its address indicated below: 
  

									
	If to the Company:	 		 	
					
		 	Raser Technologies, Inc.	 		 		 	
		 	5152 North Edgewood Drive, Suite 375	 		 	
		 	Provo, UT 84604	 		 		 	
		 	Attention: General Counsel	 		 	
			
	If to the Trustee:	 		 	
					
		 	[                                ]	 		 		 	
		 	[                                ]	 		 		 	
		 	[                                ]	 		 		 	
		 	Attention: Worldwide Securities Services	 		 	

 Section 1.7 Language of Notices. 
 Any request, demand, authorization, direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the English
language, except that, if the Company so elects, any published notice may be in an official language of the country of publication. 
  

 15 








 Section 1.8 Conflict with Trust Indenture Act. 
 If any provision hereof limits, qualifies or conflicts with any duties under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control. 
 Section 1.9 Effect of Headings and Table of Contents. 

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

 Section 1.10 Successors and Assigns. 
 All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
 Section 1.11 Separability Clause. 
 In case any provision in this Indenture, any Security or any
Coupon shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 1.12 Benefits of Indenture. 
 Nothing in this Indenture, any Security or any Coupon, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar, any Paying Agent, any Authenticating Agent and their successors hereunder and the
Holders of Securities or Coupons, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
 Section 1.13
Governing Law. 
 This Indenture, the Securities and any Coupons shall be governed by and construed in accordance with the laws of the
State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state. 
 Section 1.14 Legal Holidays. 
 Unless otherwise specified in or pursuant to this Indenture or any Securities, in any
case where any Interest Payment Date, Stated Maturity or Maturity of any Security, or the last date on which a Holder has the right to convert or exchange Securities of a series that are convertible or exchangeable, shall not be a Business Day at
any Place of Payment, then (notwithstanding any other provision of this Indenture, any Security or any Coupon other than a provision in any Security or Coupon that specifically states that such provision shall apply in lieu hereof) payment need not
be made at such Place of Payment on such date, and such Securities need not be converted or exchanged on such date, but such payment may be made, and such Securities may 

  

 16 








 
be converted or exchanged, on the next succeeding day that is a Business Day at such Place of Payment, and no interest shall accrue on the amount payable on
such date or at such time for the period from and after such Interest Payment Date, Stated Maturity, Maturity or last day for conversion or exchange, as the case may be, to such next succeeding Business Day, except that if such next succeeding
Business Day is in the next succeeding calendar year, such payment may be made, and such Securities may be converted or exchanged, on the immediately preceding Business Day (in the case of each of the foregoing, with the same force and effect as if
made on such Interest Payment Date or at such Stated Maturity or Maturity or on such last day for conversion or exchange, as the case may be). 
 Section 1.15 Counterparts. 
 This Indenture may be executed in any number of counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument. 
 Section 1.16 Judgment Currency. 
 The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in
any court it is necessary to convert the sum due in respect of the principal of, or premium or interest, if any, (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate
of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the requisite amount of the Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which a final unappealable judgment is given and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to
any judgment (whether or not entered in accordance with clause (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the
Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “New York
Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to be closed.

 Section 1.17 No Security Interest Created. 
 Subject to the provisions of Section 10.4, nothing in this Indenture or in any Securities, express or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar
legislation, as now or hereafter enacted and in effect in any jurisdiction where property of the Company or its Subsidiaries is or may be located. 
  

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 Section 1.18 Limitation on Individual Liability. 
 No recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any Security, or for any claim based thereon or
otherwise in respect thereof, shall be had against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company, either directly or through the Company, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, the incorporators, shareholders, officers or directors, as such, of the Company, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Security or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all
such rights and claims against, every such incorporator, shareholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this
Indenture or in any Security or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of such Security. 
 ARTICLE 2 
 SECURITIES FORMS 

 Section 2.1 Forms Generally. 
 Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in the form established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto and may have such letters,
numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Security or Coupon as evidenced by their execution of such Security or Coupon, or as
may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed. 
 Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without Coupons and
shall not be issuable upon the exercise of warrants. 
 Definitive Securities and definitive Coupons shall be printed, lithographed or
engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Coupons, as evidenced
by their execution of such Securities or Coupons. 
  

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 Section 2.2 Form of Trustee’s Certificate of Authentication. 
 Subject to Section 6.11, the Trustee’s certificate of authentication shall be in substantially the following form: 
 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 
  

			
		 	[                                ],
		 	as Trustee
		
	By	 	  

		 	Authorized Officer


 Section 2.3 Securities in Global Form. 
 Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form.
If Securities of a series shall be issuable in global form, as specified and contemplated by Section 3.1, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities
of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced
to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner
and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 3.3 or 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the
Trustee shall deliver and redeliver, in each case at the Company’s expense, any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a
Company Order pursuant to Section 3.3 or 3.4 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an
Officers’ Certificate and need not be accompanied by an Opinion of Counsel. 
 Notwithstanding the provisions of Section 3.7,
unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, any Security (i) in temporary form shall be made to the Person or Persons specified therein, and (ii) in
global form and registered in the name of a Depository or its nominee shall be made to the Depository or its nominee as the Holder of such global Security. Neither the Company nor the Trustee 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 beneficial ownership interests, and each of the Company and the
Trustee may act or refrain from acting without liability on any information provided by the Depository. 
  

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 Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the
Company, the Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder
of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1. 
 ARTICLE 3 
 THE SECURITIES 
 Section 3.1 Amount Unlimited; Issuable in Series. 
 The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The Securities of each series issued and
authenticated pursuant to the terms of this Indenture shall be subordinated in right of payment to all Senior Indebtedness, as provided in Article 16 of this Indenture. 
 With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to a Board Resolution and set forth in an Officers’ Certificate, or established in one or more
indentures supplemental hereto, 
 (1) the title and series of such Securities, which may include medium-term notes;

 (2) the total principal amount of the series of such Securities and whether there shall be any limit upon the aggregate
principal amount of such Securities that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of such series
pursuant to Section 3.4, 3.5, 3.6, 9.5 or 11.7); 
 (3) if such Securities are to be issuable as Registered Securities,
as Bearer Securities or alternatively as Bearer Securities and Registered Securities, and whether the Bearer Securities are to be issuable with Coupons, without Coupons or both, and any restrictions applicable to the offer, sale or delivery of the
Bearer Securities and the terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and vice versa; 
 (4) if any of such Securities are to be issuable in global form, when any of such Securities are to be issuable in global form and (i) whether such Securities are to be issued in temporary or permanent global form or both,
(ii) whether beneficial owners of interests in any such global Security may exchange such interests for Securities of the same series and of like tenor and of any authorized form and denomination, and the circumstances under which any such
exchanges may occur, if other than in the manner specified in Section 3.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security; 
  

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 (5) if any of such Securities are to be issuable as Bearer Securities or in global form,
the date as of which any such Bearer Security or global Security shall be dated (if other than the date of original issuance of the first of such Securities to be issued); 
 (6) if any of such Securities are to be issuable as Bearer Securities, whether interest in respect of any portion of a temporary Bearer
Security in global form payable in respect of an Interest Payment Date therefor prior to the exchange, if any, of such temporary Bearer Security for definitive Securities shall be paid to any clearing organization with respect to the portion of such
temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled
to interest payable on such Interest Payment Date; 
 (7) the date or dates, or the method or methods, if any, by which such
date or dates shall be determined, on which the principal of and premium, if any, on the Securities shall be payable; 
 (8)
the Person to whom any interest on a Security 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; the rate or rates at which such Securities
shall bear interest, if any, which rate may be zero in the case of certain Securities issued at an issue price representing a discount from the principal amount payable at Maturity, or the method by which such rate or rates will be determined
(including, if applicable, any remarketing option or similar method), and the date or dates from which such interest, if any, will accrue or the method by which such date or dates will be determined, and the basis upon which interest shall be
calculated if other than that of a 360 day year of twelve 30-day months; 
 (9) the date or dates on which interest, if any,
on such Securities shall be payable and any Regular Record Dates applicable to the date or dates on which interest will be so payable; 
 (10) if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal of or any premium or interest on such Securities shall be payable, where any of such
Securities that are issued in registered form may be surrendered for registration of, transfer or exchange, and where any such Securities may be surrendered for conversion or exchange and notices of demands to or upon the Company in respect of such
Securities and this Indenture may be served, the extent to which, the manner in which, any interest payment on a global Security on an Interest Payment Date, will be paid and the manner in which any principal of or premium, if any, on any global
Security will be paid; 
 (11) if such Securities are to be redeemable at the Company’s option, the date or dates on
which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities may be redeemed, in whole or in part, at the Company’s option pursuant to any sinking fund or otherwise;

  

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 (12) provisions specifying whether the Company shall be obligated to redeem, purchase or
repay any of such Securities pursuant to any sinking fund or analogous provision or at the option of any Holder of such Securities and, if so, the date or dates on which, the period or periods within which, the price or prices at which and the other
terms and conditions upon which such Securities shall be redeemed purchased or repaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased; 
 (13) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities to be issued in
registered form will be issuable and, if other than a denomination of $5,000, the denominations in which any Securities to be issued in bearer form will be issuable; 
 (14) provisions specifying whether the Securities will be convertible into other securities of the Company and/or exchangeable for
Securities of the Company or other obligors and, if so, the terms and conditions upon which such Securities shall be so convertible or exchangeable; 
 (15) if other than the principal amount, the portion of the principal amount (or the method by which such portion will be determined) of such Securities that will be payable upon declaration of acceleration of the
Maturity thereof pursuant to the terms of this Indenture; 
 (16) if other than Dollars, the Currency of payment, including
composite Currencies and Foreign Currencies, of the principal of, any premium or interest on any of such Securities; 
 (17)
if other than as provided in Section 4.2, the manner in which the Securities of the series are to be defeased; 
 (18)
provisions specifying whether the principal of, or any premium or interest on such Securities shall be payable, at the election of the Company or a Holder of Securities, in a Currency other than that in which such Securities are stated to be payable
and the date or dates on which, the period or periods within which, and the other terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate; 
 (19) any index, formula or other method used to determine the amount of payments of principal of, or any premium or interest on such
Securities; 
 (20) provisions specifying whether such Securities are to be issued in the form of one or more global
Securities and, if so, the identity of the Depositary for such global Security or Securities; 
 (21) provisions specifying
the relative degree, if any, to which such Securities of the series issued and authenticated pursuant to the terms of this Indenture will be senior to or be subordinated in right of payment to other series of Securities or other Indebtedness of the
Company, as the case may be, whether such other series of Securities or other Indebtedness is Outstanding or not; 
  

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 (22) any deletions from, modifications of or additions to the Events of Default or
covenants of the Company that are contained herein with respect to such Securities; 
 (23) terms specifying whether the
provisions described below under Section 4.2 shall be applicable to such Securities; 
 (24) terms specifying whether any
of such Securities are to be issued upon the exercise of warrants, and the time, manner and place for such Securities to be authenticated and delivered; and 
 (25) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such
Securities. 
 All Securities of any one series and all Coupons, if any, appertaining to Bearer Securities of such series shall be
substantially identical except as to Currency of payments due thereunder, denomination and the rate of interest thereon, or method of determining the rate of interest, if any, Maturity, and the date from which interest, if any, shall accrue and
except as may otherwise be provided by the Company in or pursuant to the Board Resolution and set forth in the Officers’ Certificate or in any indenture or indentures supplemental hereto pertaining to such series of Securities. The terms of the
Securities of any series may provide, without limitation, that the Securities shall be authenticated and delivered by the Trustee on original issue from time to time upon written order of persons designated in the Officers’ Certificate or
supplemental indenture and that such persons are authorized to determine, consistent with such Officers’ Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such
Officers’ Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so provided, a series may be reopened for issuances of additional Securities of such series or to
establish additional terms of such series of Securities. The Company also may issue, and the Trustee may authenticate, Securities with the same terms as previously issued Securities. 
 If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall
be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series. 
 Section 3.2 Currency; Denominations. 
 Unless otherwise provided in or pursuant to this Indenture, the principal of, and
any premium and interest, if any, on, the Securities shall be payable in Dollars. Unless otherwise provided in or pursuant to this Indenture, Registered Securities denominated in Dollars shall be issuable in registered form without Coupons in
denominations of $1,000, and any integral multiple thereof, and the Bearer Securities denominated in Dollars shall be issuable in denominations of $5,000. Securities not denominated in Dollars shall be issuable in such denominations as are
established with respect to such Securities in or pursuant to this Indenture. 
  

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 Section 3.3 Execution, Authentication, Delivery and Dating. 
 Securities shall be executed on behalf of the Company by its Chairman of the Board, a Vice Chairman, its President, its Chief Executive Officer, its Chief
Financial Officer, its Treasurer or a Vice President under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. Coupons shall be executed on behalf of the Company by the Treasurer or any Assistant
Treasurer of the Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. 
 Securities and any Coupons appertaining thereto 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 and Coupons or did not hold such offices at the date of original issuance of such Securities or Coupons. 
 At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for authentication and, provided that the Board Resolution and Officers’ Certificate or supplemental indenture or indentures with respect to such Securities referred to in
Section 3.1 and a Company Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall
authenticate and deliver such Securities. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining thereto, the Trustee shall be entitled to
receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, 
 (1) an Opinion of Counsel to the effect that: 
 (a) the form or forms and the terms of such Securities and any
Coupons have been established in conformity with the provisions of this Indenture; and 
 (b) such Securities, together with
any Coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with
this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to
applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel
shall conclude do not materially affect the rights of Holders of such Securities and any Coupons; and 
  

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 (2) an Officers’ Certificate stating that, to the best knowledge of the Persons
executing such certificate, all conditions precedent to the execution, authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with, and no event which is, or after notice or lapse of time would
become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. 
 If all the Securities of any
series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officers’ Certificate at the time of issuance of each Security, but such Opinion of Counsel and Officers’ Certificate, with
appropriate modifications, shall be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate written request by an Authorized Officer of the Company or any person designated in
writing by an Authorized Officer that the Trustee authenticate and deliver Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to
authentication and delivery of such Securities continue to have been complied with and that no Event of Default with respect to any of the Securities has occurred or is continuing. 
 The Trustee shall not be required to authenticate or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken. 
 Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. 
 No
Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in
Section 2.2 or 6.11 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that
such Security has been duly authenticated and delivered hereunder. Except as permitted by Section 3.6, the Trustee shall not authenticate and deliver any Bearer Security unless all Coupons appertaining thereto then matured have been detached
and cancelled. 
 Section 3.4 Temporary Securities. 
 Pending the preparation of definitive Securities, the Company may execute and deliver to the Trustee and, upon Company Order, the Trustee shall authenticate and deliver, in the manner provided in Section 3.3,
temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in
registered form or, if authorized in or pursuant to this Indenture, in bearer form with one or more Coupons or without Coupons and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company
executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Such temporary Securities may be in global form. 
  

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 Except in the case of temporary Securities in global form, which shall be exchanged in accordance with
the provisions thereof, if temporary Securities are issued, the Company shall cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities of the same series and containing terms and
provisions that are identical to those of any temporary Securities, such temporary Securities shall be exchangeable for such definitive Securities upon surrender of such temporary Securities at an Office or Agency for such Securities, without charge
to any Holder thereof. Upon surrender for cancellation of any one or more temporary Securities (accompanied by any unmatured Coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor
an equal aggregate principal amount of definitive Securities of authorized denominations of the same series and containing identical terms and provisions; provided, however, that no definitive Bearer Security, except as provided in or
pursuant to this Indenture, shall be delivered in exchange for a temporary Registered Security; and provided, further, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance
with the conditions set forth in or pursuant to this Indenture. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary global Security, until so exchanged the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities of such series. 
 Section 3.5 Registration, Transfer
and Exchange. 
 With respect to the Registered Securities of each series, if any, the Company shall cause to be kept a register (each
such register being herein sometimes referred to as the “Security Register”) at an Office or Agency for such series in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the
Registered Securities of such series and of transfers of the Registered Securities of such series. Such Office or Agency shall be the “Security Registrar” for that series of Securities. Unless otherwise specified in or pursuant to this
Indenture or the Securities, the Trustee shall be the initial Security Registrar for each series of Securities. The Company shall have the right to remove and replace from time to time the Security Registrar for any series of Securities; provided
that no such removal or replacement shall be effective until a successor Security Registrar with respect to such series of Securities shall have been appointed by the Company and shall have accepted such appointment by the Company. In the event that
the Trustee shall not be or shall cease to be Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times. The Company shall be required to maintain a
Security Registrar in each place where the principal of and premium or interest on any Security is payable. There shall be only one Security Register for each series of Securities. 
 Upon surrender for registration of transfer of any Registered Security of any series at any Office or Agency for such series, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series denominated as authorized in or pursuant to this Indenture, of a like aggregate
principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. 
 At the option of the
Holder, certificated Securities (including Bearer Securities) and the right to receive the principal, premium and interest, if any, on any certificated Security may be 

  

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transferred by a Holder by surrendering such certificate representing the certificated Securities at the Corporate Trust Office of the Trustee. Such
certificate representing the certificated Securities may be reissued by the Company or the Trustee to a new Holder or a new certificate representing the certificated Securities may be issued by the Company or the Trustee to a new Holder. 

At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series containing
identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any Office or Agency for such series. Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities that the Holder making the exchange is entitled to receive. 
 If provided in or pursuant to this Indenture, with respect to Securities of any series, at the option of the Holder, Bearer Securities of such series may
be exchanged for Registered Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any
Office or Agency for such series, with all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in
default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing
Coupon or Coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall
surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided
in Section 10.2, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and
before the opening of business at such Office or Agency on the next succeeding Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such Office or Agency on the related date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such Coupon is so surrendered with such Bearer Security, such Coupon shall be
returned to the Person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. 
 If provided in or pursuant to this Indenture with respect to Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and
conditions as may be provided in or pursuant to this Indenture with respect to such series. 
  

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 Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two
paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. 
 Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any global Security shall be exchangeable for certificated Securities only if (i) the Depository is at any time
unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days of the date the Company is so informed in writing, (ii) the Company, in its discretion, determines not to
require all of the Securities of a series to be represented by a global Security and notifies the Trustee of its decision by executing and delivering to the Trustee a Company Order to the effect that such global Security shall be so exchangeable or
(iii) an Event of Default has occurred and is continuing, the Company, the Trustee, the Registrar and the Paying Agent shall have notified the Depository that the global Security shall be exchangeable for certificated Securities. If the
beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, 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 in such form and denominations as are required by or pursuant to this Indenture, and
of the same series, containing identical terms and in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global
Security shall be surrendered from time to time by the U.S. Depository or such other Depository as shall be specified in the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such
other Depository, as the case may be (which instructions shall be in writing but need not be contained in or accompanied by an Officers’ Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with
respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in
exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such global Security to be exchanged, which
(unless such Securities are not issuable both as Bearer Securities and as Registered Securities, in which case the definitive Securities exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as
provided in or pursuant to this Indenture) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof, but subject to the satisfaction of any certification or
other requirements to the issuance of Bearer Securities; provided, however, that (unless otherwise provided in or pursuant to this Indenture) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed
or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository
or U.S. Depository referred to above in accordance 

  

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with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a global Security after the close
of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next succeeding Interest Payment Date,
or (ii) any Special Record Date for such Security and before the opening of business at such Office or Agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, interest shall not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but shall be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest
in respect of such portion of such global Security shall be payable in accordance with the provisions of this Indenture. 
 All Securities
issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon
such registration of transfer or exchange. 
 Every Registered Security presented or surrendered for registration of transfer or for exchange
or redemption shall (if so required by the Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such Security
duly executed by the Holder thereof or his attorney duly authorized in writing. 
 No service charge shall be made for any registration of
transfer or exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge and any other reasonable expenses (including fees and expenses of the Trustee) that may be
imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 3.6, 9.5 or 11.7 not involving any transfer. 
 Except as otherwise provided in or pursuant to this Indenture, the Company shall not be required (i) to register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days before the day the Company transmits a notice of redemption of Securities of the series selected for redemption and ending at the close of business on the day of
the transmission, or (ii) to register the transfer of or exchange any Security selected for redemption in whole or in part, except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and the same series, provided that such
Registered Security shall be immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, register the transfer of or exchange any Security which, in accordance
with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid. 
  

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 Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities. 
 If any mutilated Security or a Security with a mutilated Coupon appertaining to it is surrendered to the Trustee, subject to the provisions of this
Section 3.6, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series containing identical terms and of like principal amount and bearing a number not contemporaneously
outstanding, with Coupons appertaining thereto corresponding to the Coupons, if any, appertaining to the surrendered Security. 
 If there be
delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security or Coupon, and (ii) such security or indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security or Coupon has been acquired by a bona fide purchaser, the Company shall execute and, upon the Company’s request the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost or stolen Coupon appertains with all appurtenant Coupons not destroyed, lost or
stolen, a new Security of the same series containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding, with Coupons appertaining thereto corresponding to the Coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen Coupon appertains. 
 Notwithstanding the
foregoing provisions of this Section 3.6, in case any mutilated, destroyed, lost or stolen Security or Coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such
Security or Coupon; provided, however, that payment of principal of, and any premium or interest, if any, on any Bearer Securities shall, except as otherwise provided in Section 10.2, be payable only at an Office or Agency for
such Securities located outside the United States. 
 Upon the issuance of any new Security under this Section 3.6, the Company may
require the payment of a sum sufficient to cover any stamp tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 
 Every new Security, with any Coupons appertaining thereto issued pursuant to this Section 3.6 in lieu of any destroyed, lost or stolen Security, or
in exchange for a Security to which a destroyed, lost or stolen Coupon appertains shall constitute a separate obligation of the Company, whether or not the destroyed, lost or stolen Security and Coupons appertaining thereto or the destroyed, lost or
stolen Coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series and any Coupons, if any, duly issued hereunder.

 The provisions of this Section 3.6, as amended or supplemented pursuant to this Indenture with respect to particular Securities or
generally, shall be 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 or Coupons. 
  

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 Section 3.7 Payment of Interest; Rights to Interest Preserved. 
 Unless otherwise provided in or pursuant to this Indenture, any interest on any Registered Security which shall be payable, and are punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more Predecessor Securities) is registered as of the close of business on the Regular Record Date for such interest. 
 Unless otherwise provided in or pursuant to this Indenture, any interest on any Registered Security which shall be payable, but shall not be punctually
paid or duly provided for, on any Interest Payment Date for such Registered Security (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder thereof on the relevant Regular Record Date by virtue of having
been such Holder; and such Defaulted Interest may be paid by the Company as provided in clause (1) or (2) below: 
 (1) The Company may elect to make payment of any Defaulted Interest to the Person in whose name such Registered Security (or a Predecessor Security thereof) shall be registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest, which shall be fixed by the Company in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on such Registered Security, the Special Record
Date therefor and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when so deposited to be held in trust for the benefit of the Person entitled to such Defaulted Interest as in this clause provided. The Special
Record Date for the payment of such Defaulted Interest 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 notification to the Trustee of the proposed payment. The
Trustee shall, in the name and at the expense of the Company cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to the Holder of such Registered Security
(or a Predecessor Security thereof) at his address as it appears in the Security Register not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company cause a similar
notice to be published at least once in an Authorized Newspaper of general circulation in the Borough of Manhattan, The City of New York, but such publication shall not be a condition precedent to the establishment of such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Person in whose name such Registered Security (or a Predecessor Security
thereof) shall be registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). 
 (2) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Security may be listed, and upon such notice as may
be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such payment shall be deemed practicable by the Trustee. 
  

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 Unless otherwise provided in or pursuant to this Indenture or the Securities of any particular series
pursuant to the provisions of this Indenture, at the option of the Company, interest on Registered Securities that bear interest may be paid at the office or agency of the Company maintained for such purposes in the Borough of Manhattan, City of New
York, or by mailing a check to the address of the Person entitled thereto as such address shall appear in the Security Register or by transfer to an account maintained by the payee with a bank located in the United States. 
 Notwithstanding the foregoing, a holder of $1,000,000 or more in aggregate principal amount of Securities of any series of global Securities (or its
equivalent in a Foreign Currency, if the currency unit is a Foreign Currency), whether having identical or different terms and provisions, having the same interest payment dates will be entitled to receive interest payments, other than at Maturity,
by wire transfer of immediately available funds if appropriate wire transfer instructions have been received in writing by the Trustee for the Securities of such series at least 15 days prior to the applicable Interest Payment Date. In addition
to the foregoing, a holder of $1,000,000 or more in aggregate principal amount of Securities of any series of global Securities (or its equivalent in a Foreign Currency, if the currency unit is a Foreign Currency), whether having identical or
different terms and provisions, having the same Maturity will be entitled to receive payment at Maturity by wire transfer of immediately available funds if appropriate wire transfer instructions have been received in writing by the Trustee for the
Securities of such series at least 15 days prior to Maturity; provided; however, that such payments shall be made subject to applicable laws and regulations and only after surrender of the global Securities to the Company, the corporate
trust office or the Paying Agent, for such global Securities not later than one Business Day prior to Maturity. Any wire instructions received by the Trustee for the Securities of such series shall remain in effect until revoked by the Holder.

 Subject to the foregoing provisions of this Section and Section 3.5, 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. 
 In the case of any Registered Security of any series that is convertible into other securities of the Company or exchangeable for securities of another
issuer, which Registered Security is converted or exchanged after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Registered Security with respect to which the Stated Maturity is prior to such
Interest Payment Date), interest with respect to which the Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion or exchange, and such interest (whether or not punctually paid
or duly provided for) shall be paid to the Person in whose name that Registered Security (or one or more predecessor Registered Securities) is registered at the close of business on such Regular Record Date. Except as otherwise expressly provided in
the immediately preceding sentence, in the case of any Registered Security which is converted or exchanged, interest with respect to which the Stated Maturity is after the date of conversion or exchange of such Registered Security shall not be
payable. 
  

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 Section 3.8 Persons Deemed Owners. 
 Prior to due presentment of a Registered 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 Registered Security is registered in the Security Register as the owner of such Registered Security for the purpose of receiving payment of principal of, and any premium or (subject to Sections 3.5 and 3.7)
interest, if any, on such Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security shall be overdue, and none of the Company, the Trustee or any agent of the Company or the
Trustee shall be affected by notice to the contrary. 
 The Company, the Trustee and any agent of the Company or the Trustee may treat the
bearer of any Bearer Security or the bearer of any Coupon as the absolute owner of such Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not any payment with
respect to such Security or Coupon shall be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. 
 No Holder of any beneficial interest in any global Security held on its behalf by a Depository shall have any rights under this Indenture with respect to
such global Security, and such Depository may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such global Security for all purposes whatsoever. None of the Company, the Trustee, any Paying Agent or
the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests. 
 Section 3.9 Cancellation. 
 All Securities and Coupons surrendered for payment, redemption, registration of transfer, exchange or conversion or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities and Coupons, as well as Securities and Coupons surrendered directly to the Trustee for any such purpose, shall be cancelled
promptly by the Trustee. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so
delivered shall be cancelled promptly 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 or pursuant to this Indenture. All
cancelled Securities and Coupons held by the Trustee shall be destroyed by the Trustee, unless by a Company Order, the Company directs their return to it. 
 Section 3.10 Computation of Interest. 
 Except as otherwise provided in or pursuant to this
Indenture or in any Security, interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. 
  

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 ARTICLE 4 
 SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE AND 
 COVENANT DEFEASANCE 
 Section 4.1 Satisfaction and Discharge. 
 Upon the direction of the Company by a Company Order, this Indenture shall cease to be of further effect with respect to any series of Securities specified in such Company Order and any Coupons appertaining thereto (except as to any
surviving rights of Securities of such series expressly provided for herein or pursuant thereto), and the Trustee, on receipt of a Company Order, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture as to such series, when 
 (1) either 
 (a) all Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than
(i) Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender is not required or has been waived as provided in Section 3.5,
(ii) Securities and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, (iii) Coupons appertaining to Securities of such series called for redemption and
maturing after the relevant Redemption Date whose surrender has been waived as provided in Section 11.7, and (iv) Securities and Coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held
in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or 
 (b) all Securities of such series and, in the case of (i) or (ii) of this subclause (b) below, any Coupons appertaining
thereto not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, 
 and the Company, in the case of subclause (b)(i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for
such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Securities and any Coupons appertaining thereto not theretofore delivered to the Trustee for
cancellation, including the principal of, and any premium or interest, if any, on such Securities and any Coupons appertaining thereto, to the date of such deposit (in the case of Securities which have become due and payable) or to the Maturity
thereof, as the case may be; 
  

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 (2) the Company has paid or caused to be paid all other sums payable hereunder by the
Company with respect to the Outstanding Securities of such series and any Coupons appertaining thereto; and 
 (3) the Company
has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied
with. 
 In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument
acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. 
 Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee
under Section 6.6 and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company and the Trustee with respect to the Securities of each series under
Sections 3.5, 3.6, 4.3, 10.2 and 10.3, and with respect to any rights to convert or exchange such Securities into securities of the Company or another issuer, shall survive. 
 Section 4.2 Defeasance and Covenant Defeasance. 
 (1) Unless pursuant to Section 3.1, either or both of (i) defeasance of the Securities of or within a series under clause (2) of this Section 4.2 shall not be applicable with respect to the
Securities of such series or (ii) covenant defeasance of the Securities of or within a series under clause (3) of this Section 4.2 shall not be applicable with respect to the Securities of such series, then such provisions, together
with the other provisions of this Section 4.2 (with such modifications thereto as may be specified pursuant to Section 3.1 with respect to any Securities), shall be applicable to such Securities and any Coupons appertaining thereto, and
the Company may at its option by Board Resolution, at any time, with respect to such Securities and any Coupons appertaining thereto, elect to have Section 4.2(2) or Section 4.2(3) be applied to such Outstanding Securities and any Coupons
appertaining thereto upon compliance with the conditions set forth below in this Section 4.2. 
 (2) Upon the
Company’s exercise of the above option applicable to this Section 4.2(2) with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding
Securities and any Coupons appertaining thereto on the date the conditions set forth in clause (4) of this Section 4.2 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by such Outstanding Securities and any Coupons appertaining thereto, which shall thereafter be deemed to be “Outstanding” only for the purposes of clause (5) of
this Section 4.2 and the other Sections of this Indenture referred to in clauses (i) and (ii) below, and to have satisfied all of its other obligations under such Securities and any Coupons appertaining thereto, and this Indenture
insofar as such 

  

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Securities and any Coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Outstanding Securities and any Coupons appertaining thereto to receive, solely from the trust fund
described in clause (4) of this Section 4.2 and as more fully set forth in such clause, payments in respect of the principal of (and premium, if any) and interest, if any, on such Securities and any Coupons appertaining thereto when such
payments are due, and any rights of such Holder to convert such Securities into other securities of the Company or exchange such Securities for securities another issuer, (ii) the obligations of the Company and the Trustee with respect to such
Securities under Sections 3.5, 3.6, 10.2 and 10.3, and with respect to any rights to convert such Securities into other securities of the Company or exchange such Securities for securities of another issuer, (iii) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (iv) this Section 4.2. The Company may exercise its option under this Section 4.2(2) notwithstanding the prior exercise of its option under clause (3) of this Section 4.2
with respect to such Securities and any Coupons appertaining thereto. 
 (3) Upon the Company’s exercise of the option to
have this Section 4.2(3) apply with respect to any Securities of or within a series, the Company shall be released from its obligations under Sections 10.5 and 10.6, and, to the extent specified pursuant to Section 3.1(21), any other
covenant applicable to such Securities, with respect to such Outstanding Securities and any Coupons appertaining thereto, on and after the date the conditions set forth in clause (4) of this Section 4.2 are satisfied (hereinafter,
“covenant defeasance”), and such Securities and any Coupons appertaining thereto shall thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with any such covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding
Securities and any Coupons appertaining thereto, the Company may omit to comply with, and shall have no liability in respect of, any term, condition or limitation set forth in any such Section or such other covenant, whether directly or indirectly,
by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply shall not
constitute a default or an Event of Default under Section 5.1(4) or 5.1(8) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and Coupons appertaining thereto shall be
unaffected thereby. 
 (4) The following shall be the conditions to application of clause (2) or (3) of this
Section 4.2 to any Outstanding Securities of or within a series and any Coupons appertaining thereto: 
 (a) The Company
shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6.7 who shall agree to comply with the provisions of this Section 4.2 applicable to it) as trust funds
in trust for the purpose of making the following 

  

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payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any Coupons appertaining thereto,
(1) an amount in Dollars or in such Foreign Currency in which such Securities and any Coupons appertaining thereto are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities and Coupons
appertaining thereto (determined on the basis of the Currency in which such Securities and Coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect
thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities and any Coupons appertaining thereto, money in an amount,
or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (y) the principal of (and premium, if any) and interest, if any, on such
Outstanding Securities and any Coupons appertaining thereto at the Stated Maturity of such principal or installment of principal or premium or interest and (z) any mandatory sinking fund payments or analogous payments applicable to such
Outstanding Securities and any Coupons appertaining thereto on the days on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any Coupons appertaining thereto. Provided, that
notwithstanding the foregoing, with respect to any Securities which shall at the time be listed for trading on the New York Stock Exchange, there shall be no deposit of funds in cash and/or in Government Obligations with the Trustee to pay the
principal amount, the redemption price or any installment of interest in order to discharge the Company’s obligations in respect of such payment if, at such time, the rules of the New York Stock Exchange prohibit such deposit with the Trustee.

 (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under,
this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. 
 (c)
No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any Coupons appertaining thereto shall have occurred and be continuing on the date of such deposit.

 (d) In the case of an election under clause (2) of this Section 4.2, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (i) the Company has received from the U.S. Internal Revenue Service a letter ruling, or there has been published by the U.S. Internal Revenue Service a Revenue Ruling, or (ii) since the date of
execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such 

  

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Outstanding Securities and any Coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such
defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. 
 (e) In the case of an election under clause (3) of this Section 4.2, the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that the Holders of such Outstanding Securities and any Coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. 
 (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance or covenant defeasance under clause (2) or
(3) of this Section 4.2 (as the case may be) have been complied with. 
 (g) Notwithstanding any other provisions of
this Section 4.2(4), such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to
Section 3.1. 
 (5) Unless otherwise specified in or pursuant to this Indenture or any Security, if, after a deposit
referred to in Section 4.2(4)(a) has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 3.1 or the terms of such Security to receive payment in a
Currency other than that in which the deposit pursuant to Section 4.2(4)(a) has been made in respect of such Security, or (b) a Conversion Event occurs in respect of the Foreign Currency in which the deposit pursuant to
Section 4.2(4)(a) has been made, the indebtedness represented by such Security and any Coupons appertaining thereto shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium,
if any), and interest, if any, on, such Security as the same becomes due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such
Security into the Currency in which such Security becomes payable as a result of such election or Conversion Event based on (x) in the case of payments made pursuant to clause (a) above, the applicable market exchange rate for such
Currency in effect on the second Business Day prior to each payment date, or (y) with respect to a Conversion Event, the applicable market exchange rate for such Foreign Currency in effect (as nearly as feasible) at the time of the Conversion
Event. 
 The Company shall pay and indemnify the Trustee (or other qualifying trustee, collectively for purposes of this Section 4.2(5)
and Section 4.3, the “Trustee”) against any tax, fee or other charge, imposed on or assessed against the Government Obligations deposited pursuant to this Section 4.2 or the principal or interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the Holders of such Outstanding Securities and any Coupons appertaining thereto. 
  

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 Anything in this Section 4.2 to the contrary notwithstanding, the Trustee shall deliver or pay to
the Company from time to time upon Company Request, any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in clause (4) of this Section 4.2 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant defeasance,
as applicable, in accordance with this Section 4.2. 
 Section 4.3 Application of Trust Money. 
 Subject to the provisions of the last paragraph of Section 10.3, all money and Government Obligations (or other property as may be provided pursuant
to Section 3.1) (including the proceeds thereof) deposited with the Trustee pursuant to Section 4.1 or 4.2 in respect of any Outstanding Securities of any series and any Coupons appertaining thereto shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Securities and any Coupons appertaining thereto and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities and any Coupons appertaining thereto of all sums due and to become due thereon in respect of principal (and premium, if any) and interest; but such money and Government Obligations need not be
segregated from other funds except to the extent required by law. 
 Section 4.4 Reinstatement. 
 (1) If the Trustee or Paying Agent is unable to apply any money or Government Obligations in accordance with Section 4.2(4) by reason
of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities of the
applicable series issued hereunder shall be revived and reinstated as though no deposit has occurred pursuant to Section 4.2(4) until such time as the Trustee or Paying Agent is permitted to apply all such money or Government Obligations in
accordance with and as contemplated by Section 4.2(4). 
 (2) If the Company’s obligations under this Indenture and
the Securities of the applicable series issued hereunder shall be revived and reinstated in accordance with this Section 4.4, the Company shall be permitted, at its discretion to withdraw all or a portion of the deposits made by the Company
pursuant to Section 4.2(4). 
 (3) If the Company elects not to withdraw any of the deposits made by the Company pursuant
to Section 4.2(4), if and when the Trustee or Paying Agent is later permitted to apply all such money or Government Obligations in accordance with and as contemplated by Section 4.2(4), the rights of the Company shall be subrogated to the
rights of the Holders of the Securities of the applicable series to receive payments from 

  

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the money or Government Obligations deposited by the Company pursuant to Section 4.2(4) and held by the Trustee or Paying Agent; provided that if
the Company shall have made any payment of principal or interest on the Securities of any series because of the revival and reinstatement of its obligations, which payment is not sourced from any amounts deposited by the Company pursuant to
Section 4.2(4) (such amount, in the aggregate, being referred to as the “Company Paid Amount”), the Company shall be permitted, at its discretion, to withdraw all or a portion of the deposits made by the Company pursuant to
Section 4.2(4) up to the Company Paid Amount. 
 ARTICLE 5 
 REMEDIES 
 Section 5.1 Events of Default. 
 “Event of Default,” wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body),
unless such event is specifically deleted or modified in or pursuant to the supplemental indenture, Board Resolution or Officers’ Certificate establishing the terms of such Series pursuant to this Indenture: 
 (1) default in the payment of any interest on any Security of such series when such interest becomes due and payable, and continuance of
such default for a period of 30 days; or 
 (2) default in the payment of the principal of or any premium on any Security of
such series when such principal or premium becomes due and payable at their Maturity; or 
 (3) default in the deposit of any
sinking fund or analogous payment when and as due by the terms of a Security of such series; or 
 (4) default in the
performance, or breach, of any covenant or agreement of the Company in this Indenture with respect to any Security of that series (other than a covenant or agreement a default in whose performance or whose breach is elsewhere in this Section
specifically dealt with and other than a covenant or agreement included in this Indenture solely for the benefit of another series of Securities), and continuance of such default or breach for a period of 30 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 
 (5) any event of
default, as defined in any mortgage, indenture (including this Indenture), trust agreement or other instrument securing, evidencing or providing for any 

  

 40 








 
evidence of any Indebtedness of the Company (including guaranteed Indebtedness but excluding any Indebtedness that is subordinated in right of payment to the
Securities of such series), as a result of which an aggregate principal amount exceeding $25,000,000 of such Indebtedness shall have been declared due and payable prior to the date on which it would otherwise become due and payable, and such
acceleration shall not have been rescinded or annulled within a period of 30 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of such series, a written notice specifying such failure to pay and requiring the Company to cause such acceleration to be rescinded or annulled or to cause such Indebtedness to be discharged and
stating that such notice is a “Notice of Default” hereunder; or 
 (6) a court of competent jurisdiction enters an
order or decree under any applicable Bankruptcy Law that: 
 (a) is for relief against the Company in an involuntary case; or

 (b) appoints a Custodian of the Company or for all or substantially all of the property of the Company; or 
 (c) orders the liquidation of the Company; 
 and the order or decree remains unstayed and in effect for 60 consecutive days. The term “Bankruptcy Law” means title 11, U.S. Code or any similar federal or state law for the relief of debtors. The term
“Custodian” means any receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law. 
 (7) the commencement by the Company of a voluntary proceeding under any applicable bankruptcy, insolvency, reorganization (other than a reorganization under a foreign law that does not relate to insolvency) or other similar law or of a
voluntary proceeding seeking to be adjudicated insolvent or the consent by the Company to the entry of a decree or order for relief in an involuntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or to
the commencement of any insolvency proceedings against it, or the filing by the Company of a petition or answer or consent seeking reorganization, arrangement, adjustment or composition of the Company or relief under any applicable law, or the
consent by the Company to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or similar official of the Company or any substantial part of the property of the Company or
the making by the Company of an assignment for the benefit of creditors, or the taking of corporate action by the Company in furtherance of any such action or the admitting in writing by the Company of its inability to pay its debts generally as
they become due; or 
 (8) any other Event of Default provided in or pursuant to this Indenture with respect to Securities of
such series. 
  

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 Section 5.2 Acceleration of Maturity; Rescission and Annulment. 
 If an Event of Default with respect to Securities of any series at the time Outstanding (other than an Event of Default specified in clause (6) or
(7) of Section 5.1) occurs and is continuing, then the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of such series may declare the principal of all the Securities of such series, or such
lesser amount as may be provided for in the Securities of such series, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal or such lesser
amount shall become immediately due and payable. 
 If an Event of Default specified in clause (6) or (7) of Section 5.1
occurs, all unpaid principal of and accrued interest on the Outstanding Securities of that series (or such lesser amount as may be provided for in the Securities of such series) shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder of any Security of that series. 
 At any time after a
declaration of acceleration with respect to the Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of not less
than a majority in principal amount of the Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if 
 (1) the Company has paid or deposited with the Trustee a sum sufficient to pay: 
 (a) all overdue installments of any interest on all Securities of such series and any Coupon appertaining thereto, 
 (b) the principal of and any premium on any Securities of such series which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, 
 (c) to the extent that
payment of such interest is lawful, interest upon overdue installments of any interest at the rate or rates borne by or provided for in such Securities, and 
 (d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and all other amounts due the Trustee under Section 6.6; and 
 (2) all Events of Default
with respect to Securities of such series, other than the non-payment of the principal of, or any premium and interest, if any, on, Securities of such series which shall have become due solely by such declaration of acceleration, shall have been
cured or waived as provided in Section 5.13. 
  

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

 Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee. 
 The Company covenants that if a 
 (1) default is made in the payment of any installment of interest on any Security or any Coupon appertaining thereto when such interest shall have become due and payable and such default continues for a period of 30 days, or 
 (2) default is made in the payment of the principal of or any premium on any Security at its Maturity, 
 the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities and any Coupons appertaining thereto, the whole
amount of money then due and payable with respect to such Securities and any Coupons appertaining thereto, with interest upon the overdue principal, any premium and, to the extent that payment of such interest shall be legally enforceable, upon any
overdue installments of interest, and in addition thereto, such further amount of money as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and all other amounts due to the Trustee under Section 6.6. 
 If the Company shall fail to pay the money it is
required to pay the Trustee pursuant to the preceding paragraph forthwith upon the demand of the Trustee, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the money so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon such Securities and any Coupons appertaining thereto and collect the monies adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities and any Coupons appertaining thereto, wherever situated. Every recovery of judgment in any such action or other proceeding subject to
the payment of the expenses, disbursements and compensation of the Trustee, its agents and attorneys, shall be for the ratable benefit of the Holders of such Securities that shall be the subject of such action or proceeding. 
 If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series and any Coupons appertaining thereto by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or such Securities or in aid of the exercise of any power granted herein or therein, or to enforce any other proper remedy. 
 Section 5.4 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 of any series or the property of the Company 

  

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or such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of any overdue principal, premium or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise, 
 (1) to file and prove a claim for the whole amount, or such lesser amount as may be provided for
in the Securities of any applicable series, of the principal and any premium and interest in respect of the Securities and any Coupons appertaining thereto and to file such other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents or counsel) and of the Holders of Securities or any Coupons appertaining thereto allowed in such judicial
proceeding, and 
 (2) to collect and receive any monies or other property payable or deliverable on any such claims and to
distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Holder of Securities or any Coupons to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders of Securities or any Coupons, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 6.6. 
 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security or
any Coupon any plan of reorganization, arrangement, adjustment or composition affecting the Securities or Coupons or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a Security or any
Coupon in any such proceeding. 
 Section 5.5 Trustee May Enforce Claims without Possession of Securities or Coupons. 

All rights of action and claims under this Indenture or any of the Securities or Coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or Coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery or
judgment, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of each and every Holder of the Securities or Coupons in respect
of which such judgment has been recovered. 
 Section 5.6 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 or any premium or interest, upon presentation of the Securities or Coupons, or both, as the case may be, and the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid: 
 (1) To the payment of all amounts due the Trustee and any predecessor Trustee under
Section 6.6; 
  

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 (2) To the payment of the amounts then due and unpaid upon the Securities and any Coupons
for principal and any premium and interest, ratably, without preference or priority of any kind, according to the aggregate amounts due and payable on such Securities and Coupons for principal and any premium and interest, respectively; 

(3) The balance, if any, to the Person or Persons entitled thereto. 
 Section 5.7 Limitations on Suits. 
 No Holder of any Security of any series or any Coupons appertaining thereto shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless 
 (1) such Holder has previously given written notice to the Trustee of a continuing Event of
Default with respect to the Securities of such series; 
 (2) the Holders of a majority in principal amount outstanding of the
Outstanding Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
 (3) such Holder or Holders have offered to the Trustee such indemnity as is reasonably satisfactory to it against the costs, expenses and
liabilities to be incurred in compliance with such request; 
 (4) the Trustee for 30 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 30-day period by the Holders of a majority in principal amount of the Outstanding Securities of such series; 
 it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or any Security to affect, disturb or
prejudice the rights of any other such Holders or Holders of Securities of any other series, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all such Holders. 
  

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 Section 5.8 Unconditional Right of Holders to Receive Principal and any Premium and Interest.

 Notwithstanding any other provision in this Indenture, the Holder of any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of, any premium and (subject to Sections 3.7 and 3.10) interest on such Security or payment of such Coupon, as the case may be, on the respective Stated Maturity or Maturities therefor specified in
such Security or Coupon (or, in the case of redemption, on the Redemption Date or, in the case of repayment at the option of such Holder if provided in or pursuant to this Indenture, on the date such repayment is due) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without the consent of such Holder. 
 Section 5.9 Restoration
of Rights and Remedies. 
 If the Trustee or any Holder of a Security or a Coupon has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the Company, the Trustee and each such Holder shall,
subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and each such Holder shall continue as though no such proceeding had
been instituted. 
 Section 5.10 Rights and Remedies Cumulative. 
 Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or Coupons in the last
paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or to each and every Holder of a Security or a Coupon is intended to be exclusive of any other right or remedy, and every right and remedy, to the
extent permitted by law, shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not, to the extent permitted by law, prevent the concurrent assertion or employment of any other appropriate right or remedy. 
 Section 5.11 Delay or Omission Not Waiver. 
 No delay or omission of the Trustee or of any Holder of any Security or
Coupon to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to any Holder of a Security or a Coupon may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by such Holder, as the case may be. 
 Section 5.12 Control by Holders of Securities. 
 The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee with respect to the Securities of such series and any Coupons appertaining thereto, provided that 
 (1) such direction shall not be in conflict with any rule of law or with this Indenture or with the Securities of such series, 
  

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 (2) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, and 
 (3) such direction is not unduly prejudicial to the rights of the other Holders of
Securities of such series not joining in such action. 
 Section 5.13 Waiver of Past Defaults. 
 The Holders of not less than a majority in principal amount of the Outstanding Securities of any series on behalf of the Holders of all the Securities of
such series and any Coupons appertaining thereto may waive any past default hereunder with respect to such series and its consequences, except a default 
 (1) in the payment of the principal of, any premium or interest on, any Security of such series or any Coupons appertaining thereto, or 
 (2) in respect of a covenant or provision hereof which under Article 9 cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series affected. 
 Upon any such waiver, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 
 Section 5.14 Waiver of Usury, Stay or Extension Laws. 
 The Company covenants that (to the extent that it may lawfully do so) it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension
law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company expressly waives (to the extent that it may lawfully do so) all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
 Section 5.15 Undertaking for Costs. 
 All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of any undertaking to pay the costs of such suit, and that such court may in its discretion assess 

  

 47 








 
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 5.15 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest, if any, on any Security on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date, and, in the case of repayment, on or after the date for repayment) or for the enforcement of the right, if any, to convert or exchange any
Security into other securities in accordance with its terms. 
 ARTICLE 6 
 THE TRUSTEE 
 Section 6.1 Certain Rights of Trustee. 
 Subject to Sections 315(a) through 315(d) of the Trust Indenture Act: 
 (1) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. 
 (2) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other
than delivery of any Security, together with any coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to Section 3.3 which shall be sufficiently evidenced as provided therein) and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution. 
 (3) Whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence shall be herein specifically prescribed) may, in the absence of bad faith on its
part, rely upon a Board Resolution, an Opinion of Counsel or an Officers’ Certificate. 
 (4) The Trustee may consult
with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
 (5) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders of Securities of any series or any related Coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction. 
  

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 (6) The Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or
attorney. 
 (7) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. 
 (8) The Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture. 
 (9) The Trustee shall not be charged with
knowledge of any default or Event of Default with respect to the Securities of any series unless either (1) such default or Event of Default is known, or ought reasonably to have been known, by a Responsible Officer of the Trustee or
(2) written notice of such default or Event of Default shall have been given to the Trustee by the Company or any other obligor on the Securities of any series or by any Holder of the Securities of any series. 
 (10) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

 Section 6.2 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 7.3(3), notice of such default hereunder actually known to a Responsible Officer of the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of
the principal of (or premium, if any), or interest, if any, on, or any sinking fund or purchase fund installment with respect to, any Security of such series, the Trustee shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the best interest of the Holders of Securities and Coupons of such
series; and provided, further, that in the case of any default of the character specified in Sections 5.1(4) and 5.1(5) with respect to Securities of such series, no such notice to Holders shall be given until 

  

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such default shall have become an Event of Default with respect to Securities of such series. For the purpose of Sections 6.1 and 6.2, 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 6.3 Not Responsible for Recitals or Issuance of Securities. 
 The recitals contained
herein and in the Securities, except the Trustee’s certificate of authentication, and in any Coupons shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or Coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate
the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 
 Section 6.4 May Hold Securities. 
 The Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any other
agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and Coupons and, subject to Trust Indenture Act Sections 310(b) and 311, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such other agent. 
 Section 6.5 Money Held in
Trust. 
 Except as provided in Section 4.3 and Section 10.3, money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law and shall be held uninvested. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed to in writing with the Company.

 Section 6.6 Compensation and Reimbursement. 
 The Company agrees: 
 (1) to pay to the Trustee from time to time such compensation for all
services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). 

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

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 (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or bad faith on its own part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent that any such loss, liability or expense was due to the Trustee’s negligence or bad
faith. 
 As security for the performance of the obligations of the Company under this Section, the Trustee for the Securities of any series
shall have a claim prior to the Securities of such series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on Securities or any
Coupons of such series. 
 To the extent permitted by law, any compensation or expense incurred by the Trustee after a default specified in
or pursuant to Section 5.1 is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 6.6 shall include any predecessor Trustee but the
negligence or bad faith of any Trustee shall not affect the rights of any other Trustee under this Section 6.6. 
 The provisions of
this Section 6.6 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee and shall apply with equal force and effect to the Trustee in its capacity as Authenticating Agent, Paying
Agent or Security Registrar. 
 Section 6.7 Corporate Trustee Required; Eligibility. 
 There shall at all times be a Trustee hereunder that is a Corporation organized and doing business under the laws of the United States of America, any
state thereof or the District of Columbia, that is eligible under Section 310(a)(1) of the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act and that has a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000, and that is subject to supervision or examination by Federal or state authority. If at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 
 Section 6.8 Resignation and Removal; Appointment of Successor. 
 (1) No resignation or removal of the
Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee pursuant to Section 6.9. 
 (2) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by Section 6.9 shall not have 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 such series. 
  

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 (3) The Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and the Company. 
 (4) If at any time: 
 (a) the Trustee shall fail to comply with the obligations imposed upon
it under Section 310(b) of the Trust Indenture Act with respect to Securities of any series after written request therefor by the Company or any Holder of a Security of such series who has been a bona fide Holder of a Security of such series
for at least six months, or 
 (b) the Trustee shall cease to be eligible under Section 6.7 and shall fail to resign
after written request therefor by the Company or any such Holder, or 
 (c) the Trustee shall become incapable of acting or
shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case, (i) the Company, by or pursuant to a Board Resolution, may remove the Trustee with respect to all Securities or the Securities of such series, or (ii) subject to Section 315(e) of
the Trust Indenture Act, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities of such series and the appointment of a successor Trustee or Trustees. 
 (5) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of such series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.9. If, within one year after such resignation, removal or
incapacity, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.9, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed within three months after such appointment might
have been made hereunder by the Company or the Holders of Securities and accepted appointment in the manner required by Section 6.9, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
  

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 (6) The Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Registered
Securities, if any, of such series as their names and addresses appear in the Security Register and, if Securities of such series are issued as Bearer Securities, by publishing notice of such event once in an Authorized Newspaper in each Place of
Payment located outside the United States. 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. 
 (7) In no event shall any retiring Trustee be liable for the acts or omissions of any successor Trustee hereunder. 
 Section 6.9 Acceptance of Appointment by Successor. 
 (1) Upon the appointment hereunder of any successor Trustee with respect to all Securities, such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company or such successor Trustee or the Holders of at least 10% in principal amount of
the applicable series of Securities then Outstanding, such retiring Trustee, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and,
subject to Section 10.3, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 6.6. 

(2) Upon the appointment hereunder of any successor Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and such successor Trustee 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, such 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 

  

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of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered
by any other such Trustee and that no Trustee shall be responsible for any notice given to, or received by, or any act or failure to act on the part of any other Trustee hereunder, and, upon the execution and delivery of such supplemental indenture,
the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee shall have no further responsibility for the exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture with respect to the Securities of that or those series to which the appointment of such successor Trustee relates other than as hereinafter expressly set forth, 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 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 such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the Securities of that or those series to which the appointment of such successor Trustee relates and subject to
Section 10.3 shall duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates, subject to its claim, if any, provided for in Section 6.6. 
 (3) Upon request of any Person appointed hereunder as a 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 (1) or (2) of this Section, as the case may be. 
 (4) No Person
shall accept its appointment hereunder as a successor Trustee unless at the time of such acceptance such successor Person shall be qualified and eligible under this Article. 
 Section 6.10 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, shall be the successor of the Trustee hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided, that such
Corporation shall be otherwise qualified and eligible under this Section. In case any Securities shall have been authenticated but not delivered by the Trustee then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 
 Section 6.11 Appointment of Authenticating Agent. 
 The Trustee may appoint one or more Authenticating Agents acceptable to the Company with respect to one or more series of Securities, and which shall be authorized to act on behalf of the Trustee to authenticate
Securities of that or those series issued upon original issue, exchange, 

  

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registration of transfer, partial redemption or partial repayment or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. 
 Each Authenticating Agent must be acceptable to the Company and, except as provided in or pursuant to this
Indenture, shall at all times be a corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an
Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. 
 Any Corporation
into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation
succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, 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. 
 An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent
and the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and shall (i) mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with respect to
which such Authenticating Agent shall serve, as their names and addresses appear in the Security Register, and (ii) if Securities of the series are issued as Bearer Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its principal office if such office is located outside the United States. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with
all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

 The Company agrees to pay each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the
Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.6. 
  

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 If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this
Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in 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	 	  

		 	as Authenticating Agent
		
	By	 	  

		 	Authorized Officer


 If all of the Securities of any series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested
in writing (which writing need not be accompanied by or contained in an Officers’ Certificate by the Company), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the
Company with respect to such series of Securities. 
 Section 6.12 Appointment of Attorney-in-Fact. 
 The Trustee for each series of Securities is hereby appointed, and each and every Holder of Securities of such series, by receiving and holding the same,
shall be conclusively deemed to have appointed such Trustee, the true and lawful attorney-in-fact of such Holder, with authority to make or file (whether or not the Company shall be in default in respect of the payment of the principal of, or
premium or interest, if any, on any of the Securities of such series), in its own name as trustee of an express trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation, bankruptcy, reorganization, or other
judicial proceedings relative to the Company or any other obligor upon such Securities or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents, and amendments
of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of such Securities allowed in any such proceeding and to collect and receive any moneys or other property payable or deliverable on any
such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceedings any of the claims of such
Trustee and of any of such holders in respect of 

  

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any of the Securities of such series; and any receiver, assignee, custodian, trustee, or debtor in any such proceedings is hereby authorized, and each and
every Holder of the Securities of such series, by receiving and holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, custodian, trustee, or debtor, to make any such payment or delivery to or on the order of
such Trustee, and, in the event that such Trustee shall consent to the making of such payments or deliveries directly to the Holders of the Securities of such series, to pay to such Trustee any amount due it for compensation and expenses, including
counsel fees and expenses, incurred by it down to the date of such payment or delivery; provided, however, that nothing herein contained shall be deemed to authorize or empower such Trustee to consent to or accept or adopt, on behalf of any
Holder of Securities of such series, any plan of reorganization or readjustment of the Company affecting the Securities of such series or the rights of any Holder thereof, or to authorize or empower such Trustee to vote in respect of the claim of
any Holder of any Securities of such series in any such proceedings. 
 ARTICLE 7 
 HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY 
 Section 7.1 Company to Furnish Trustee Names and Addresses of Holders. 
 In accordance with
Section 312(a) of the Trust Indenture Act, the Company shall furnish or cause to be furnished to the Trustee 
 (1)
semi-annually with respect to Securities of each series not later than May 1 and November 1 of the year or upon such other dates as are set forth in or pursuant to the Board Resolution or indenture supplemental hereto authorizing such
series, a list, in each case in such form as the Trustee may reasonably require, of the names and addresses of Holders as of the applicable date, and 
 (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished, 
 provided, however, that so long as the Trustee is the Security Registrar no such list shall be required to be
furnished. 
 Section 7.2 Preservation of Information; Communications to Holders. 
 The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act. 
 Every Holder of Securities or Coupons, by receiving and holding the same, agrees with the Company and the Trustee that none of the Company, the Trustee,
any Paying Agent or any Security Registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with Section 312(c) of the Trust Indenture Act,
regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act. 
  

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 Section 7.3 Reports by Trustee. 
 (1) Within 60 days after September 15 of each year commencing with the first September 15 following the first issuance of
Securities pursuant to Section 3.1, if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated as of such September 15 with
respect to any of the events specified in said Section 313(a) which may have occurred since the later of the immediately preceding September 15 and the date of this Indenture. 
 (2) The Trustee shall transmit the reports required by Section 313(a) of the Trust Indenture Act at the times specified therein.

 (3) Reports pursuant to this Section shall be transmitted in the manner and to the Persons required by Sections 313(c) and
313(d) of the Trust Indenture Act. 
 Section 7.4 Reports by Company. 
 The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall: 
 (1) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the
Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended, in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; 
 (2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission,
such additional information, 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 to the Holders of Securities within 30 days after the filing thereof with the Trustee, in the manner and to the extent
provided in Section 313(c) of the Trust Indenture Act, 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. 
  

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 ARTICLE 8 
 CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES 
 Section 8.1 Company May Consolidate, Etc.,
Only on Certain Terms. 
 The Company shall not consolidate or amalgamate with or merge into any other Person (whether or not affiliated
with the Company), or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the Company), and the Company shall not permit any other Person (whether or
not affiliated with the Company) to consolidate or amalgamate with or merge into the Company or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Company; unless: 
 (1) either the Company shall be the continuing corporation, or the Person (if other than the Company) formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety 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 the principal of (and premium, if any) and interest, if any, on all the 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 default or Event of Default shall have
happened and be continuing; and 
 (3) the Company and the successor Person have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction
have been complied with. 
 For the purpose of this Section 8.1, 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 8.2 Successor
Person Substituted for Company. 
 Upon any consolidation or amalgamation by the Company with or merger of the Company into any other
Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety to any Person in accordance with Section 8.1, the successor Person formed by such consolidation or amalgamation or into which
the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had
been named as the Company herein; and thereafter, except in the case of a lease, the predecessor Person shall be released from all obligations and covenants under this Indenture, the Securities and the Coupons. 
  

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 ARTICLE 9 
 SUPPLEMENTAL INDENTURES 
 Section 9.1 Supplemental Indentures without Consent of Holders.

 Without the consent of any Holders of Securities or Coupons, the Company (when authorized by or pursuant to a Board Resolution) and the
Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, 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 contained herein and in the Securities; or 
 (2) to add to the covenants and agreements of the Company for the benefit of the Holders of all or any series of Securities (as shall be
specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company; or 
 (3) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of, any premium or interest on,
Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in
uncertificated form, provided any such action shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or 
 (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.9; or

 (5) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any
other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, which shall not adversely affect the interests of the Holders of Securities of any series then Outstanding or any Coupons
appertaining thereto in any material respect; or 
 (6) to establish the form or terms of Securities of any series and any
related Coupons as permitted by Sections 2.1 and 3.1, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); or 
  

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 (7) to add any additional Events of Default with respect to all or any series of
Securities (as shall be specified in such supplemental indenture); or 
 (8) to supplement any of the provisions of this
Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article 4, provided that any such action shall not adversely affect the interests of any Holder of an
Outstanding Security of such series and any Coupons appertaining thereto or any other Outstanding Security or Coupon in any material respect; or 
 (9) to secure payment on the Securities pursuant to Section 10.4 or otherwise; or 
 (10)
to amend or supplement any provision contained herein or in any supplemental indenture, provided that no such amendment or supplement shall materially adversely affect the interests of the Holders of any Securities then Outstanding.

 Section 9.2 Supplemental Indentures with Consent of Holders. 
 With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company (when authorized by or pursuant to a Company’s Board Resolution) and the Trustee may enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture or of the
Securities of such series; provided, however, that no such supplemental indenture, without the consent of each Holder of each Outstanding Security affected thereby, shall: 
 (1) change the Stated Maturity of the principal of, or any premium or installment of interest on, any Security, or reduce the principal
amount thereof or the rate (or modify the calculation of such rate) of interest thereon, or any premium payable upon the redemption thereof or otherwise, or reduce the amount of the principal of an Original Issue Discount Security that would be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2 or the amount thereof provable in bankruptcy pursuant to Section 5.4, change the redemption provisions or adversely affect the right of
repayment at the option of any Holder as contemplated by Article 13, or change the Place of Payment, Currency in which the principal of, any premium or interest on, any Security 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 Holder, on or after the date for repayment), 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 reduce the
requirements of Section 15.4 for quorum or voting, or 
  

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 (3) modify any of the provisions of this Section, Section 5.13 or Section 10.6,
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, or 
 (4) modify any of the provisions of this Indenture relating to the subordination of the Securities in a manner adverse to Holders of
Securities; or 
 (5) make any change that adversely affects the right to convert or exchange any Security into or for
securities of the Company or other securities, (whether or not issued by the Company) cash or property in accordance with its terms. 
 In
computing whether the Holders of the requisite principal amount of Outstanding Securities have taken action under this Indenture or under a supplemental indenture hereto, the Company shall use: (i) for an Original Issue Discount security, the
amount of the principal that would be due and payable as of that date, as if the Maturity of such Security had been accelerated due to a default; and (ii) for a Security denominated in a Foreign Currency or Currencies, the Dollar equivalent of
the outstanding principal amount as of that date, using the exchange rate in effect on the date of original issuance of such Security. 
 A
supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, which shall have been included expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of
the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 
 It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof. 
 Any consent given by any Holder of a Security under this
Section 9.2 shall be irrevocable for a period of six months after the day of execution thereof, but may be revoked at any time thereafter by such Holder or by his successor in title by filing written notice of such revocation with the Trustee
at its corporate trust office; provided, however, that such consent shall not be revocable after the holders of not less than a majority in aggregate principal amount of the Securities of the series of which such Security is a part at the
time Outstanding shall have consented to such supplemental indenture. No notation on any Security of the fact of such consent shall be necessary, but any such written consent by the Holder of any Security shall be conclusive and binding on all
future Holders and owners of the same Security and of all Securities delivered in exchange therefor, unless revoked in the manner and during the period provided in this Section 9.2. 
  

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 Section 9.3 Execution of Supplemental Indentures. 
 As a condition to executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications
thereby of the trust created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 315 of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture and an Officers’ Certificate stating that all conditions precedent to the execution of such supplemental indenture have been fulfilled. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise is not reasonably acceptable to the Trustee. 
 Section 9.4 Effect of Supplemental Indentures. 
 Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of a Security theretofore or thereafter authenticated and delivered hereunder and of any Coupon appertaining thereto shall be bound thereby. 
 Section 9.5 Reference in Securities to Supplemental Indentures. 
 Securities of any series
authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Securities of such series in equal aggregate principal amounts, and such exchange shall be made without cost to the Holders. 
 Section 9.6 Conformity with Trust Indenture Act. 
 Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. 
 Section 9.7 Effect on Senior Indebtedness. 
 No supplemental indenture shall directly or indirectly modify or eliminate the provisions of Article 16 in any manner, which might terminate or impair the subordination of the Securities of any series to any Senior
Indebtedness, or adversely affect the rights of any holder of Senior Indebtedness, without the prior written consent of the holders of such Senior Indebtedness. 
 Section 9.8 Notice of Supplemental Indenture. 
 Promptly after the execution by the Company and
the Trustee of any supplemental indenture pursuant to Section 9.2, the Company shall transmit to the Holders of Outstanding Securities of any series affected thereby a notice setting forth in general terms the substance of such supplemental
indenture. Failure to send such notice will not impair the validity of such supplemental indenture. 
  

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 ARTICLE 10 
 COVENANTS 
 Section 10.1 Payment of Principal, any Premium, Interest. 
 The Company covenants and agrees for the benefit of the Holders of the Securities of each series that it will duly and punctually pay the principal of,
and any premium or interest, if any, on the Securities of such series in accordance with the terms thereof, any Coupons appertaining thereto and this Indenture. Any interest due on any Bearer Security on or before the Maturity thereof, shall be
payable only upon presentation and surrender of the Coupons appertaining thereto for such interest as they severally mature. When and as paid, all Securities of such series shall be cancelled and destroyed in accordance with Section 3.9 hereof.

 Section 10.2 Maintenance of Office or Agency. 
 The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of
Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or
exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as
Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any
Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg
Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as
the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company
shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except
that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the
Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 
 Except as otherwise
provided in or pursuant to this Indenture, no payment of principal, premium or interest with respect to Bearer Securities shall be made at any Office or Agency in 

  

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the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States;
provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on, any such Security may be made at the Corporate Trust Office of the Trustee or
any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium or interest at all offices outside the United States maintained for such purpose
by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions, and the Company has delivered to the Trustee an opinion of counsel to that effect. 
 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 shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency.
Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoint the Corporate Trust Office of the
Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities
of any series. 
 Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of
any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of
Securities, or as so required, at least one exchange rate agent. 
 Section 10.3 Money for Securities Payments to Be Held in Trust.

 If the Company shall at any time act as its own Paying Agent, with respect to any series of Securities, it shall, on or before each due
date of the principal of, any premium or interest on, any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the currency or currencies, currency unit or units or composite currency
or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.1 for the Securities of such series) sufficient to pay the principal or any premium or interest so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein provided, and shall promptly notify the Trustee of its action or failure so to act. 
 Whenever the Company shall have one or more Paying Agents for any series of Securities, it shall, no later than 11:00 am on or prior to each due date of the principal of, any premium or interest on, any Securities of
such series, deposit with any Paying Agent a sum (in the currency or currencies, currency unit or units or composite currency or currencies described 

  

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in the preceding paragraph) sufficient to pay the principal or any premium or interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled thereto, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 
 The Company shall cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the
provisions of this Section, that such Paying Agent shall: 
 (1) hold all sums held by it for the payment of the principal of,
any premium or interest on, Securities of such series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as provided in or pursuant to this Indenture; 
 (2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of such series) in the making of any
payment of principal, any premium or interest on, Securities of such series; and 
 (3) at any time during the continuance of
any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. 
 The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such sums. 
 Except as otherwise provided herein or pursuant hereto, any money deposited
with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, any premium or interest on, any Security of any series or any Coupon appertaining thereto and remaining unclaimed for two years after
such principal or any such premium or interest shall have become due and payable shall be paid to the Company on Company Request, or (if then held by the Company), unless otherwise required by mandatory provisions of applicable escheat or abandoned
or unclaimed property laws, shall be discharged from such trust; and the Holder of such Security or any Coupon appertaining thereto shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in each Place of Payment for such series or to be mailed to Holders of Registered Securities of such series, or both, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing nor shall it be later than two years after such principal and any premium or interest shall have become due
and payable, any unclaimed balance of such money then remaining will be repaid to the Company. 
  

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 Section 10.4 Limitations on Pledges and Liens. 
 (1) After the date of the execution and delivery of this Indenture and so long as any Securities shall be Outstanding, the Company will
not pledge or otherwise subject to any lien (any such pledge or lien being hereinafter referred to as a “Lien”) any of its property or assets to secure Indebtedness for money borrowed, incurred, issued, assumed or guaranteed by the Company
without thereby expressly securing the due and punctual payment of the principal of and interest on the Securities equally and ratably with any and all other obligations and Indebtedness secured by such Lien, so long as any such other obligations
and Indebtedness shall be so secured; provided, however, that this restriction shall not prohibit or otherwise restrict: 
 (a) the Company from creating, incurring or suffering to exist upon any of its property or assets any Lien in favor of any Subsidiary of the Company; 
 (b) the Company (i) from creating, incurring or suffering to exist a purchase money Lien upon any such property, assets, capital
stock or Indebtedness acquired by the Company prior to, at the time of, or within one year after (1) in the case of physical property or assets, the later of the acquisition, completion of construction (including any improvements on existing
property) or commencement of commercial operation of such property or (2) in the case of shares of Capital Stock, Indebtedness or other property or assets, the acquisition of such shares of Capital Stock, Indebtedness, property or assets,
(ii) from acquiring property or assets subject to Liens existing thereon at the date of acquisition thereof, whether or not the Indebtedness secured by any such Lien is assumed or guaranteed by the Company, or (iii) from creating,
incurring or suffering to exist Liens upon any property of any Person, which Liens exist at the time any such Person is merged with or into or consolidated with the Company (or becomes a subsidiary of the Company) or which Liens exist at the time of
a sale or transfer of the properties of any such Person as an entirety or substantially as an entirety to the Company; 
 (c)
the Company from creating, incurring or suffering to exist upon any of its property or assets Liens in favor of the United States or any state thereof or the District of Colombia, or any agency, department or other instrumentality thereof, to secure
progress, advance or other payments pursuant to any contract or provision of any statute (including maintaining self-insurance or participating in any fund in connection with worker’s compensation, disability benefits, unemployment insurance,
old age pensions or other types of social benefits, or joining in any other provisions or benefits available to companies participating in any such arrangements); 
 (d) the Company from creating, incurring or suffering to exist upon any of its property or assets Liens securing the performance of
letters of credit, bids, tenders, sales contracts, purchase agreements, repurchase agreements, reverse repurchase agreements, bankers’ acceptances, leases, surety and performance bonds, and other similar obligations incurred in the ordinary
course of business; 
  

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 (e) the Company from creating, incurring or suffering to exist Liens upon any real
property acquired or constructed by the Company primarily for use in the conduct of its business; 
 (f) the Company from
entering into any arrangement with any Person providing for the leasing by the Company of any property or assets, which property or assets have been or will be sold or transferred by the Company to such Person with the intention that such property
or assets will be leased back to the Company, if the obligations in respect of such lease would not be included as liabilities on a consolidated balance sheet of the Company; 
 (g) the Company from creating, incurring or suffering to exist upon any of its property or assets Liens to secure non-recourse debt in
connection with the Company engaging in any leveraged or single-investor or other lease transactions, whether (in the case of Liens on or relating to leases or groups of leases or the particular properties subject thereto) such Liens are on the
particular properties subject to any leases involved in any of such transactions and/or the rental or other payments or rights under such leases or, in the case of any group of related or unrelated leases, on the properties subject to the leases
comprising such group and/or on the rental or other payments or rights under such leases, or on any direct or indirect interest therein, and whether (in any case) (A) such Liens are created prior to, at the time of, or at any time after the
entering into of such lease transactions and/or (B) such leases are in existence prior to, or be entered into by the Company at the time of or at any time after, the purchase or other acquisition by the Company of the properties subject to such
leases; 
 (h) the Company from creating, incurring or suffering to exist (A) other consensual Liens in the ordinary
course of business of the Corporation that secure Indebtedness that, in accordance with generally accepted accounting principles, would not be included in total liabilities as shown on the Company’s consolidated balance sheet, or (B) Liens
created by the Company in connection with any transaction intended by the Company to be a sale of property or assets of the Company, provided that such Liens are upon any or all of the property or assets intended to be sold, the income from
such property or assets and/or the proceeds of such property or assets; 
 (i) the Company from creating, incurring or
suffering to exist Liens on property or assets financed through tax-exempt municipal obligations, provided that such Liens are only on the property or assets so financed; 
 (j) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any of the
foregoing; provided, however, that any such extension, renewal or replacement shall be limited to all or a part of the property or assets (or substitutions therefor) which secured the Lien so extended, renewed or replaced (plus improvements
on such property); and 
  

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 (k) the Company from creating, incurring or suffering to exist any other Lien not
otherwise permitted by any of the foregoing clauses (a) through (j) above if the aggregate amount of all secured debt of the Company secured by such Liens would not exceed 10% of the excess of the Company’s consolidated assets over
the consolidated liabilities as shown on the Company’s most recent audited consolidated financial statements in accordance with generally accepted accounting principles. 
 (2) For the purposes of this Section 10.4, any contract by which title is retained as security (whether by lease, purchase, title
retention agreement or otherwise) for the payment of a purchase price shall be deemed to be a purchase money Lien. Nothing in this Section 10.4 shall apply to any Lien of any kind upon any of the properties of any character of the Company
existing on the date of execution and delivery of this Indenture. 
 (3) Nothing contained in this Section 10.4 or
elsewhere in this Indenture shall prevent or be deemed to prohibit the creation, assumption or guaranty by the Company of any Indebtedness not secured by a Lien or the issuance by the Company of any debentures, notes or other evidences of
Indebtedness not secured by a Lien, whether in the ordinary course of business or otherwise. 
 (4) The entry by the Company
into any contract, document, agreement or instrument (which shall include bank credit facilities and loan agreements), in the ordinary course of business or otherwise, which contract, document agreement or instrument may provide for or contain a
right of set-off between the Company and such other party to the contract, document agreement or instrument shall not result in, or be deemed to constitute, the creation or incurrence of a “Lien” as such term is used in this Indenture.

 Section 10.5 Corporate Existence. 
 Subject to Article 8, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existences and that of each of its Subsidiaries and its rights (charter
and statutory) and franchises; provided, however, that the foregoing shall not obligate the Company or any of its Subsidiaries to preserve any such right or franchise if the Company or any such Subsidiary shall determine that the
preservation thereof is no longer desirable in the conduct of its business or the business of such Subsidiary and that the loss thereof is not disadvantageous in any material respect to any Holder. 
 Section 10.6 Waiver of Certain Covenants. 
 The Company may omit in any particular instance to comply with any term, provision or condition set forth in Section 10.4 of this Indenture with respect to the Securities of any series if, before the time for
such compliance, the Holders of at least a majority in principal amount of the Outstanding Securities of such series, by Act of such Holders, either shall waive such compliance in such instance or generally shall have waived compliance with such
term, provision or condition, but no such waiver shall extend to or affect such term, provision or 

  

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condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such term, provision or condition shall remain in full force and effect. The Company shall obtain and file with the Trustee, before or after the time for such compliance, evidence of the consent of such Holders. 

Section 10.7 Company Statement as to Compliance; Notice of Certain Defaults. 
 (1) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement (which need not be
contained in or accompanied by an Officers’ Certificate) signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company, stating that 
 (a) a review of the activities of the Company during such year and of its performance under this Indenture has been made under his or her
supervision, and 
 (b) to the best of his or her knowledge, based on such review, (a) the Company has complied with all
the conditions and covenants imposed on it under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such condition or covenant or agreement, specifying each such default known to him or her and the nature
and status thereof, and (b) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default, or, if such an event has occurred and is continuing, specifying each such event known to
him and the nature and status thereof. 
 (2) The Company shall deliver to the Trustee, within five days after the occurrence
thereof, written notice of any Event of Default or any event which after notice or lapse of time or both would become an Event of Default pursuant to clause (4) of Section 5.1. 
 (3) The Trustee shall have no duty to monitor the Company’s compliance with the covenants contained in this Article 10 other than as
specifically set forth in this Section 10.7. 
 Section 10.8 Limitation on Indebtedness. 
 The company shall not permit (1) the aggregate amount of Senior Subordinated Indebtedness Outstanding at any time to exceed an amount equal to 100%
of the aggregate amount of the par or stated value of all classes of Capital Stock plus the surplus (including retained earnings) of the Company and its consolidated Subsidiaries (determined in accordance with GAAP) at such time or (2) the
aggregate amount of Senior Subordinated Indebtedness and Junior Subordinated Indebtedness Outstanding any time to exceed an amount equal to 150% of the aggregate amount of the par or stated value of all classes of Capital Stock plus the surplus
(including retained earnings) of the Company and its consolidated Subsidiaries (determined in accordance with GAAP) at such time. 
  

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 ARTICLE 11 
 REDEMPTION OF SECURITIES 
 Section 11.1 Applicability of Article. 
 Redemption of Securities of any series at the option of the Company as permitted or required by the terms of such Securities shall be made in accordance
with the terms of such Securities and (except as otherwise provided herein or pursuant hereto) this Article. 
 Section 11.2 Election
to Redeem; Notice to Trustee. 
 The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board
Resolution. In case of any redemption at the election of the Company of (a) less than all of the Securities of any series or (b) all of the Securities of any series, with the same issue date, interest rate or formula, Stated Maturity and
other terms, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities
of such series to be redeemed. 
 Section 11.3 Selection by Trustee of Securities to be Redeemed. 
 If less than all of the Securities of any series with the same issue date, interest rate or formula, Stated Maturity and other terms are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate and which may provide for the selection for redemption of portions of the principal amount of Registered Securities of such series; provided, however, that no such partial redemption shall reduce the portion
of the principal amount of a Registered Security of such series not redeemed to less than the minimum denomination for a Security of such series established herein or pursuant hereto. 
 The Trustee shall promptly notify the Company and the Security Registrar (if other than itself) in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 
 For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal of such Securities which
has been or is to be redeemed. 
 Unless otherwise specified in or pursuant to this Indenture or the Securities of any series, if any
Security selected for partial redemption is converted into other securities of the Company or exchanged for securities of another issuer in part before termination of the conversion or exchange right with respect to the portion of the Security so
selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted or exchanged during a selection of Securities to be redeemed shall be treated by the
Trustee as Outstanding for the purpose of such selection. 
  

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 Section 11.4 Notice of Redemption. 
 Notice of redemption shall be given in the manner provided in Section 1.6, not less than 30 nor more than 60 days prior to the Redemption Date,
unless a shorter period is specified in the Securities to be redeemed, to the Holders of Securities to be redeemed. Failure to give notice by mailing in the manner herein provided to the Holder of any Registered Securities designated for redemption
as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings far the redemption of any other Securities or portion thereof. 
 Any notice that is mailed to the Holder of any Registered Securities in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not such Holder receives the notice. 
 All notices of redemption shall state: 
 (1) the Redemption Date, 
 (2) the Redemption Price, 
 (3) if less than all Outstanding Securities of any series are to
be redeemed, the identification (and, in the case of partial redemption, the principal amount) of the particular Security or Securities to be redeemed, 
 (4) in case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the Holder of such Security will
receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed, 
 (5) that, on the Redemption Date, the Redemption Price shall become due and payable upon each such Security or portion thereof to be redeemed, and, if applicable, that interest thereon shall cease to accrue on and
after said date, 
 (6) the place or places where such Securities, together (in the case of Bearer Securities) with all
Coupons appertaining thereto, if any, maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price and any accrued interest, 
 (7) that the redemption is for a sinking fund, if such is the case, 
 (8) that, unless otherwise specified in such notice, Bearer Securities of any series, if any, surrendered for redemption must be
accompanied by all Coupons maturing subsequent to the date fixed for redemption or the amount of any such missing Coupon or Coupons will be deducted from the Redemption Price, unless security or indemnity satisfactory to the Company, the Trustee and
any Paying Agent is furnished, 
 (9) if Bearer Securities of any series are to be redeemed and no Registered Securities of
such series are to be redeemed, and if such Bearer Securities may be 

  

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exchanged for Registered Securities not subject to redemption on the Redemption Date pursuant to Section 3.5 or otherwise, the last date, as determined
by the Company, on which such exchanges may be made, 
 (10) in the case of Securities of any series that are convertible into
Common Stock of the Company or exchangeable for other securities, the conversion or exchange price or rate, the date or dates on which the right to convert or exchange the principal of the Securities of such series to be redeemed will commence or
terminate and the place or places where such Securities may be surrendered for conversion or exchange, and 
 (11) the CUSIP
number or the Euroclear or Cedel reference numbers of such Securities, if any (or any other numbers used by a Depository to identify such Securities). 
 A notice of redemption published as contemplated by Section 1.6 need not identify particular Registered Securities to be redeemed. 
 Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

 Section 11.5 Deposit of Redemption Price. 
 On or prior to any Redemption Date, the Company shall deposit, with respect to the Securities of any series called for redemption pursuant to Section 11.4, with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount of money in the applicable Currency sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date, unless otherwise specified pursuant to Section 3.1 or in the Securities of such series) any accrued interest on, all such Securities or portions thereof which are to be redeemed on that date. 
 Section 11.6 Securities Payable on Redemption Date. 
 Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest and the Coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all Coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the
Company at the Redemption Price, together with any accrued interest to the Redemption Date; provided, however, that, except as otherwise provided in or pursuant to this Indenture or the Bearer Securities of such series, installments of
interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only upon presentation and surrender of Coupons for such interest (at an Office or Agency located outside the United States except as
otherwise provided in Section 10.2), and provided, further, that, except as otherwise specified in or pursuant to this Indenture or the Registered Securities of such series, installments of interest on Registered Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the 

  

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Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the Regular Record Dates therefor according
to their terms and the provisions of Section 3.7. 
 If any Bearer Security surrendered for redemption shall not be accompanied by all
appurtenant Coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing Coupons, or the surrender of such missing Coupon or Coupons may be
waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing Coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided, however, that any interest represented by
Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such Security located outside of the United States except as otherwise provided in Section 10.2. 
 If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium until paid, shall bear
interest from the Redemption Date at the rate prescribed therefor in the Security. 
 Section 11.7 Securities Redeemed in Part. 

 Any Registered Security which is to be redeemed only in part shall be surrendered at any Office or Agency for such Security (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Registered Security or Securities of the same series, containing identical terms and provisions, of any authorized denomination as
requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a Security in global form is so surrendered, the Company shall execute, and the Trustee
shall authenticate and deliver to the U.S. Depository or other Depository for such Security in global form as shall be specified in the Company Order with respect thereto to the Trustee, without service charge, a new Security in global form in a
denomination equal to and in exchange for the unredeemed portion of the principal of the Security in global form so surrendered. 
 Section 11.8 Cancellation and Destruction of Securities. 
 All Securities redeemed and paid pursuant to the provisions
of this Article 11 shall be cancelled and destroyed, as provided in Section 3.9, and, except in the case of partial redemption of any Security, no Security shall be issued under this Indenture in lieu thereof. 
  

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 ARTICLE 12 
 SINKING FUNDS 
 Section 12.1 Applicability of Article. 
 The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise permitted or
required in or pursuant to this Indenture or any Security of such series issued pursuant to this Indenture. 
 The minimum amount of any
sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of such series
is herein referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2. Each sinking
fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series and this Indenture. 
 Section 12.2 Satisfaction of Sinking Fund Payments with Securities. 
 The Company may, in
satisfaction of all or any part of any sinking fund payment with respect to the Securities of any series to be made pursuant to the terms of such Securities (1) deliver Outstanding Securities of such series (other than any of such Securities
previously called for redemption or any of such Securities in respect of which cash shall have been released to the Company), together in the case of any Bearer Securities of such series with all unmatured Coupons appertaining thereto, and
(2) apply as a credit Securities of such series which have been redeemed either at the election of the Company pursuant to the terms of such series of Securities or through the application of permitted optional sinking fund payments pursuant to
the terms of such Securities, provided that such series of Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities
for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If, as a result of the delivery or credit of Securities of any series in lieu of cash payments pursuant to this
Section 12.2, the principal amount of Securities of such series to be redeemed in order to satisfy the remaining sinking fund payment shall be less than $100,000, the Trustee need not call Securities of such series for redemption, except upon
Company Request, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall at the request of the Company
from time to time pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that series purchased by the Company having an unpaid principal
amount equal to the cash payment requested to be released to the Company. 
  

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 Section 12.3 Redemption of Securities for Sinking Fund. 
 Not less than 75 days prior to each sinking fund payment date for any series of Securities, the Company shall deliver to the Trustee an Officers’
Certificate specifying the amount of the next, ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting of Securities of that series pursuant to Section 12.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to the
Trustee any Securities to be so credited and not theretofore delivered. If such Officers’ Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be
obligated to pay the amount therein specified. Not less than 60 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.3
and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 11.6 and 11.7. 
 ARTICLE 13 
 REPAYMENT AT THE OPTION OF HOLDERS 
 Section 13.1 Applicability of
Article. 
 Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid
in accordance with the terms of the Securities of such series. The repayment of any principal amount of Securities pursuant to such option of the Holder to require repayment of Securities before their Stated Maturity, for purposes of
Section 3.9, shall not operate as a payment, redemption or satisfaction of the Indebtedness represented by such Securities unless and until the Company, at its option, shall deliver or surrender the same to the Trustee with a directive that
such Securities be cancelled. Notwithstanding anything to the contrary contained in this Section 13.1, in connection with any repayment of Securities, the Company may arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to the Holders of such Securities on or before the close of business on the repayment date an amount not less than the repayment price payable by the Company on repayment
of such Securities, and the obligation of the Company to pay the repayment price of such Securities shall be satisfied and discharged to the extent such payment is so paid by such purchasers. 
 ARTICLE 14 
 SECURITIES IN FOREIGN CURRENCIES 
 Section 14.1 Applicability of Article. 
 Whenever this Indenture provides for (1) any action by, or the determination of any of the rights of, Holders of Securities of any series in which not all of such Securities are denominated 

  

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in the same Currency, or (ii) any distribution to Holders of Securities, in the absence of any provision to the contrary in the form of Security of any
particular series or pursuant to this Indenture or the Securities, any amount in respect of any Security denominated in a Currency other than Dollars shall be treated for any such action or distribution as that amount of Dollars that could be
obtained for such amount on such reasonable basis of exchange and as of the record date with respect to Registered Securities of such series (if any) for such action, determination of rights or distribution (or, if there shall be no applicable
record date, such other date reasonably proximate to the date of such action, determination of rights or distribution) as the Company may specify in a written notice to the Trustee. 
 ARTICLE 15 
 MEETINGS OF HOLDERS OF SECURITIES 
 Section 15.1 Purposes for Which Meetings May Be Called. 
 A meeting of Holders of Securities of any series may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or
other Act provided by this Indenture or under applicable law, to be made, given or taken by Holders of Securities of such series. 
 Section 15.2 Call, Notice and Place of Meetings. 
 (1) The Trustee may at any time call a meeting of
Holders of Securities of any series for any purpose specified in Section 15.1, to be held at such time and at such place in the Borough of Manhattan, The City of New York, or, if Securities of such series have been issued in whole or in part as
Bearer Securities, in London or in such place outside the United States as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner provided in Section 1.6, not less than 21 nor more than 180 days prior to the date fixed for the meeting. 
 (2) In case at any time the Company (by or pursuant to a Board Resolution) or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series or all series shall have requested the Trustee to call a meeting of the Holders of Securities of such series or all series, respectively, for any purpose specified in Section 15.1, by written request setting
forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed notice of or made the first publication of the notice of such meeting within 21 days after receipt of such request (whichever shall be
required pursuant to Section 1.6) or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the amount above specified, as the case may be, may determine
the time and the place in the Borough of Manhattan, The City of New York, or, if Securities of such series are to be issued as Bearer Securities, in London for such meeting and may call such meeting for such purposes by giving notice thereof as
provided in clause (1) of this Section. 
  

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 Section 15.3 Persons Entitled to Vote at Meetings. 
 To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak
at any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel, and any representatives of the Company and its counsel. 
 Section 15.4 Quorum; Action. 
 The Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of the relevant series shall constitute a quorum for any meeting of Holders of Securities of such series. In the absence of a quorum within
30 minutes after the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any reconvened meeting, such reconvened meeting may be further adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such reconvened meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 15.2(1), except that such notice need be given only once not less than five
days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum. 
 Except as limited by the proviso to Section 9.2, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that series; provided, however,
that, except as limited by the proviso to Section 9.2, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other Act which this Indenture expressly provides may be made, given or taken by the
Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of such series. 
 Except as
limited by the proviso to Section 9.2, any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all the Holders of Securities of such series and
the Coupons appertaining thereto, whether or not such Holders were present or represented at the meeting. 
 Section 15.5
Determination of Voting Rights; Conduct and Adjournment of Meetings. 
 (1) Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of 

  

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Securities of such series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4 or by having the
signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 1.4 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 1.4 or other proof. 
 (2) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 15.2(2), in which case the
Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 
 (3) At any meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Securities of such series held or represented by him or such other amount established pursuant to
Section 3.1; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 
 (4) Any meeting of Holders
of Securities of any series duly called pursuant to Section 15.2 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented
at the meeting; and the meeting may be held as so adjourned without further notice. 
 Section 15.6 Counting Votes and Recording
Action of Meetings. 
 The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written
ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by
them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in triplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by 

  

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one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in
Section 15.2 and, if applicable, Section 15.4. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company, and another to the Trustee
to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. 
 Section 15.7 Preservation of Rights of Trustee and Holders. 
 Nothing contained in this Article 15 shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders of any or all series or any rights expressly or impliedly conferred hereunder to
make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders of any or all series under any of the provisions of this Indenture or of such series of Securities. 

ARTICLE 16 
 SUBORDINATION OF
SECURITIES 
 Section 16.1 Agreement to Subordinate. 
 The Company, for itself, its successors and assigns, covenants and agrees, and each Holder of Securities issued hereunder and under any indenture
supplemental hereto or pursuant to a Board Resolution and Officers’ Certificate (“Additional Provisions”) by such Holder’s acceptance thereof likewise covenants and agrees, that all Securities issued pursuant to this Indenture
shall be subject to the provisions of this Article 16; and each Holder of a Security, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. 
 The payment by the Company of the principal of, and any premium and interest, if any, on, all Securities of each series issued hereunder and under any
Additional Provisions shall, to the extent and in the manner hereinafter set forth, be subordinate in right of payment to the prior payment in full of all Senior Indebtedness with respect to such series, whether outstanding at the date of this
Indenture or thereafter incurred. 
 The Indebtedness represented by the Securities (1) shall not be deemed to constitute “Senior
Indebtedness,” as such term is defined herein, and (2) shall constitute “Senior Subordinated Indebtedness” as that term is defined herein. 
 Section 16.2 Default on Senior Indebtedness. 
 In the event and during the continuation of any
default by the Company in the payment of principal, premium, interest or any other amount due on any Senior Indebtedness with respect to the Securities of any series, or in the event that the maturity of any Senior Indebtedness with respect to the
Securities of any series has been accelerated because of a default, then, in either case, no payment shall be made by the Company with respect to the principal (including redemption and sinking fund payments) of, or any premium or interest on, the
Securities of such series. 
  

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 In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such
payment is prohibited by the preceding paragraph of this Section 16.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Indebtedness or their respective representatives,
or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of such Senior Indebtedness (or their
representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on such Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to
the holders of such Senior Indebtedness. 
 Section 16.3 Liquidation; Dissolution; Bankruptcy. 
 Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution, winding-up, liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness with respect to the
Securities of any series shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal of, and premium or interest, if any, on, the
Securities of such series; and upon any such dissolution, winding-up, liquidation or reorganization, or in any such bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any
kind or character, whether in cash, property or securities, which the Holders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article 16, shall be paid by the Company or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of such Senior Indebtedness (pro rata to such
holders on the basis of the respective amounts of such Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any
instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent
payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders of the Securities of such series or to the Trustee. 
 In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing shall be received by the Trustee before all such Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall
be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the 

  

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Company, for application to the payment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in
money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. 
 For purposes of this Article 16, the words “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 16 with respect to the Securities of the relevant series to the payment of all Senior
Indebtedness with respect to the Securities of such series that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or
the liquidation or dissolution of the Company following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Sections 8.1 and 8.2 of this
Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions
stated in Sections 8.1 and 8.2 of this Indenture. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.6 of this Indenture. 
 Section 16.4 Subrogation. 
 Subject to the payment in full of all Senior Indebtedness with respect to the Securities of any series, the rights of the Holders of the Securities of such series shall be subrogated to the rights of the holders of such Senior Indebtedness
to receive payments or distributions of cash, property or securities of the Company applicable to such Senior Indebtedness until the principal of, and any premium and interest, if any, on, the Securities of such series shall be paid in full; and,
for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Holders or the Trustee would be entitled except for the provisions of this Article 16, and
no payment over pursuant to the provisions of this Article 16 to or for the benefit of the holders of such Senior Indebtedness by Holders of the Securities of such series or the Trustee, shall, as between the Company, its creditors other than
holders of such Senior Indebtedness, and the Holders of the Securities of such series, be deemed to be a payment by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article 16 are and are
intended solely for the purposes of defining the relative rights of the Holders of the Securities of each series, on the one hand, and the holders of the Senior Indebtedness with respect to the Securities of such series on the other hand.

 Nothing contained in this Article 16 or elsewhere in this Indenture, any Additional Provisions or in the Securities of any series is
intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness with respect to the Securities of such series, and the Holders of the Securities of such series, the obligation of the 

  

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Company, which is absolute and unconditional, to pay to the Holders of the Securities of such series the principal of, and any premium and interest, if any,
on, the Securities of such series as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Securities of such series and creditors of the Company,
other than the holders of such Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Security of such series from exercising all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article 16 of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy. 
 Upon any payment or distribution of assets of the Company referred to in this Article 16, the Trustee, subject to the provisions of Article 6 of this
Indenture, and the Holders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of
the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Securities of any series, for the purposes of ascertaining the Persons entitled to
participate in such distribution, the holders of Senior Indebtedness with respect to the Securities of such series and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 16. 
 Section 16.5 Trustee to Effectuate Subordination.

 Each Holder of Securities by such Holder’s acceptance thereof authorizes and directs the Trustee on such Holder’s behalf to
take such action as may be necessary or appropriate to effectuate the subordination provided in this Article 16 and appoints the Trustee such Holder’s attorney-in-fact for any and all such purposes. 
 Section 16.6 Notice by the Company. 
 The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities of any series
pursuant to the provisions of this Article 16. Notwithstanding the provisions of this Article 16 or any other provision of this Indenture or any Additional Provisions, the Trustee shall not be charged with knowledge of the existence of any
facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this Article 16, unless and until a Responsible Officer of the Trustee shall have received
written notice thereof from the Company or a holder or holders of Senior Indebtedness with respect to the Securities of such series or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the
provisions of Article 6 of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 16.6 at least
two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, any premium or interest on, any Security of such 

  

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series), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply
the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. 
 The Trustee, subject to the provisions of Article 6 of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior Indebtedness with respect to the Securities of any series (or a trustee on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a
trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment
or distribution pursuant to this Article 16, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 16, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. 
 Upon any payment or distribution of assets of the Company referred
to in this Article 16, the Trustee and the Holders shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding-up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered
to the Trustee or to the Holders of the Securities of any series, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness with respect to the Securities of such series
and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 16. 
 Section 16.7 Rights of the Trustee; Holders of Senior Indebtedness. 
 The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article 16 in respect of any Senior Indebtedness with respect
to the Securities of any series at any time held by it, to the same extent as any other holder of such Senior Indebtedness, and nothing in this Indenture or any Additional Provisions shall deprive the Trustee of any of its rights as such holder.

 With respect to the holders of Senior Indebtedness with respect to the Securities of any series, the Trustee undertakes to perform or to
observe only such of its covenants and obligations as are specifically set forth in this Article 16, and no implied covenants or obligations with respect to the holders of such Senior Indebtedness shall be read into this Indenture or any Additional
Provisions against the Trustee. By virtue of this Article 16, the Trustee shall not be deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and, subject to the provisions of Article 6 of this Indenture, the Trustee shall not
be liable to any holder of such Senior Indebtedness if it shall pay over or deliver to Holders of the Securities of such series, the Company or any other Person money or assets to which any holder of such Senior Indebtedness shall be entitled.

  

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 Nothing in this Article 16 shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 6.6. 
 Section 16.8 Subordination May Not Be Impaired. 
 No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced
or impaired by any act or failure to act on the part of the Company, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of
any knowledge thereof that any such holder may have or otherwise be charged with. 
 Without in any way limiting the generality of the
foregoing paragraph, the holders of Senior Indebtedness with respect to the Securities of any series may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of Securities of such series, without
incurring responsibility to such Holders and without impairing or releasing the subordination provided in this Article 16 or the obligations hereunder of the Holders of the Securities of such series to the holders of such Senior Indebtedness, do any
one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any
instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness;
(iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company and any other Person. 
  

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

			
	RASER TECHNOLOGIES, INC.
		
	By	 	  

	Name:	 	
	Title:	 	
	
	[                    ],
	as Trustee
		
	By	 	  

	Name:	 	
	Title: