Exhibit 4.8



 Exhibit 4.8 
  

 SPRINT NEXTEL CORPORATION 
  

 SUBORDINATED NOTES INDENTURE

 DATED AS OF                     
    , 20     
  

 THE BANK OF NEW YORK TRUST COMPANY, N.A. 
 TRUSTEE 
  

  







 CROSS-REFERENCE TABLE 
  

			
	 Trust Indenture
 Act Section
	  	 Indenture
 Section

	 §310(a)(1)
	  	609
	 (a)(2)
	  	609
	 (a)(3)
	  	Not Applicable
	 (a)(4)
	  	Not Applicable
	 (b)
	  	608, 610
	 §311(a)
	  	613
	 §311(b)
	  	613
	 §312(a)
	  	701, 702
	 (b)
	  	702
	 (c)
	  	702
	 §313(a)
	  	703
	 (b)
	  	703
	 (c)
	  	703
	 (d)
	  	703
	 §314(a)
	  	704
	 (a)(4)
	  	101, 1004
	 (b)
	  	Not Applicable
	 (c)(1)
	  	102
	 (c)(2)
	  	102
	 (c)(3)
	  	Not Applicable
	 (d)
	  	Not Applicable
	 (e)
	  	102
	 §315(a)
	  	601, 603
	 (b)
	  	602
	 (c)
	  	601
	 (d)
	  	601
	 (e)
	  	514
	 §316(a)
	  	101
	 (a)(1)(A)
	  	502, 512
	 (a)(1)(B)
	  	513
	 (a)(2)
	  	Not Applicable
	 (b)
	  	508
	 (c)
	  	104
	 §317(a)(1)
	  	503
	 (a)(2)
	  	504
	 (b)
	  	1003
	 §318(a)
	  	107

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







 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
	 ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	1
	 Section 101.
	  	Definitions.	  	1
	 Section 102.
	  	Compliance Certificates and Opinions.	  	9
	 Section 103.
	  	Form of Documents Delivered to Trustee.	  	10
	 Section 104.
	  	Acts of Holders; Record Dates.	  	10
	 Section 105.
	  	Notices, Etc., to Trustee and Company.	  	12
	 Section 106.
	  	Notice to Holders; Waiver.	  	13
	 Section 107.
	  	Conflict with Trust Indenture Act.	  	13
	 Section 108.
	  	Effect of Headings and Table of Contents.	  	13
	 Section 109.
	  	Successors and Assigns.	  	13
	 Section 110.
	  	Separability Clause.	  	14
	 Section 111.
	  	Benefits of Indenture.	  	14
	 Section 112.
	  	Governing Law.	  	14
	 Section 113.
	  	Legal Holidays.	  	14
	 Section 114.
	  	Counterparts.	  	14
	 Section 115.
	  	No Recourse Against Others.	  	14
		
	 ARTICLE II SECURITY FORMS
	  	15
	 Section 201.
	  	Forms Generally.	  	15
	 Section 202.
	  	Additional Provisions Required in Global Security.	  	15
	 Section 203.
	  	Form of Trustee’s Certificate of Authentication.	  	16
	 Section 204.
	  	CUSIP Numbers.	  	16
		
	 ARTICLE III THE SECURITIES
	  	16
	 Section 301.
	  	Amount Unlimited; Issuable in Series.	  	16
	 Section 302.
	  	Denominations.	  	19
	 Section 303.
	  	Execution, Authentication, Delivery and Dating.	  	19
	 Section 304.
	  	Temporary Securities.	  	20
	 Section 305.
	  	Registration, Registration of Transfer and Exchange.	  	21
	 Section 306.
	  	Mutilated, Destroyed, Lost and Stolen Securities.	  	22
	 Section 307.
	  	Payment of Interest; Interest Rights Preserved.	  	23
	 Section 308.
	  	Persons Deemed Owners.	  	24
	 Section 309.
	  	Cancellation.	  	24
	 Section 310.
	  	Computation of Interest.	  	25
		
	 ARTICLE IV SATISFACTION AND DISCHARGE
	  	25
	 Section 401.
	  	Satisfaction and Discharge of Indenture.	  	25
	 Section 402.
	  	Application of Trust Money.	  	26
		
	 ARTICLE V REMEDIES
	  	26
	 Section 501.
	  	Events of Default.	  	26
	 Section 502.
	  	Acceleration of Maturity; Rescission and Annulment.	  	28

 NOTE: This table of contents shall not, for any purpose, be deemed a part of the Indenture. 
  

 -i- 








 TABLE OF CONTENTS 
 (continued) 
  

					
	 	  	 	  	Page
	 Section 503.
	  	Collection of Indebtedness and Suits for Enforcement by Trustee.	  	28
	 Section 504.
	  	Trustee May File Proofs of Claim.	  	29
	 Section 505.
	  	Trustee May Enforce Claims Without Possession of Securities.	  	29
	 Section 506.
	  	Application of Money Collected.	  	29
	 Section 507.
	  	Limitation on Suits.	  	30
	 Section 508.
	  	Unconditional Right of Holders to Receive Principal, Premium and Interest.	  	30
	 Section 509.
	  	Restoration of Rights and Remedies.	  	31
	 Section 510.
	  	Rights and Remedies Cumulative.	  	31
	 Section 511.
	  	Delay or Omission Not Waiver.	  	31
	 Section 512.
	  	Control by Holders.	  	31
	 Section 513.
	  	Waiver of Past Defaults.	  	31
	 Section 514.
	  	Undertaking for Costs.	  	32
	 Section 515.
	  	Waiver of Stay or Extension Laws.	  	32
		
	 ARTICLE VI THE TRUSTEE
	  	32
	 Section 601.
	  	Certain Duties and Responsibilities.	  	32
	 Section 602.
	  	Notice of Defaults.	  	33
	 Section 603.
	  	Certain Rights of Trustee.	  	33
	 Section 604.
	  	Not Responsible for Recitals or Issuance of Securities.	  	34
	 Section 605.
	  	May Hold Securities.	  	34
	 Section 606.
	  	Money Held in Trust.	  	34
	 Section 607.
	  	Compensation and Reimbursement.	  	34
	 Section 608.
	  	Disqualification; Conflicting Interests.	  	35
	 Section 609.
	  	Corporate Trustee Required; Eligibility.	  	35
	 Section 610.
	  	Resignation and Removal; Appointment of Successor.	  	36
	 Section 611.
	  	Acceptance of Appointment by Successor.	  	37
	 Section 612.
	  	Merger, Conversion, Consolidation or Succession to Business.	  	38
	 Section 613.
	  	Preferential Collection of Claims Against Company.	  	38
		
	 ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	  	38
	 Section 701.
	  	Company to Furnish Trustee Names and Addresses of Holders.	  	38
	 Section 702.
	  	Preservation of Information; Communications to Holders.	  	39
	 Section 703.
	  	Reports by Trustee.	  	39
	 Section 704.
	  	Reports by Company.	  	39
		
	 ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	  	39
	 Section 801.
	  	Company May Consolidate, Etc., Only on Certain Terms.	  	39
	 Section 802.
	  	Successor Substituted.	  	40

  

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 TABLE OF CONTENTS 
 (continued) 
  

					
	 	  	 	  	Page
	 ARTICLE IX SUPPLEMENTAL INDENTURES
	  	40
	 Section 901.
	  	Supplemental Indentures Without Consent of Holders.	  	40
	 Section 902.
	  	Supplemental Indentures with Consent of Holders.	  	42
	 Section 903.
	  	Execution of Supplemental Indentures.	  	43
	 Section 904.
	  	Effect of Supplemental Indentures.	  	43
	 Section 905.
	  	Conformity with Trust Indenture Act.	  	43
	 Section 906.
	  	Reference in Securities to Supplemental Indentures.	  	43
		
	 ARTICLE X COVENANTS
	  	44
	 Section 1001.
	  	Payment of Principal, Premium and Interest.	  	44
	 Section 1002.
	  	Maintenance of Office or Agency.	  	44
	 Section 1003.
	  	Money for Securities Payments to Be Held in Trust.	  	44
	 Section 1004.
	  	Statement by Officers as to Default.	  	45
	 Section 1005.
	  	Existence.	  	45
	 Section 1006.
	  	Maintenance of Properties.	  	46
	 Section 1007.
	  	Payment of Taxes and Other Claims.	  	46
	 Section 1008.
	  	Limitation Upon Mortgages and Liens of the Company.	  	46
	 Section 1009.
	  	Waiver of Certain Covenants.	  	46
		
	ARTICLE XI REDEMPTION OF SECURITIES	  	47
	 Section 1101.
	  	Applicability of Article.	  	47
	 Section 1102.
	  	Election to Redeem; Notice to Trustee.	  	47
	 Section 1103.
	  	Selection by Trustee of Securities to Be Redeemed.	  	47
	 Section 1104.
	  	Notice of Redemption.	  	48
	 Section 1105.
	  	Deposit of Redemption Price.	  	49
	 Section 1106.
	  	Securities Payable on Redemption Date.	  	49
	 Section 1107.
	  	Securities Redeemed in Part.	  	49
		
	ARTICLE XII SINKING FUNDS	  	50
	 Section 1201.
	  	Applicability of Article.	  	50
	 Section 1202.
	  	Satisfaction of Sinking Fund Payments with Securities.	  	50
	 Section 1203.
	  	Redemption of Securities for Sinking Fund.	  	50
		
	 ARTICLE XIII DEFEASANCE
	  	51
	 Section 1301.
	  	Applicability of Article.	  	51
	 Section 1302.
	  	Defeasance and Discharge.	  	51
	 Section 1303.
	  	Covenant Defeasance.	  	51
	 Section 1304.
	  	Conditions to Defeasance.	  	52
	 Section 1305.
	  	Deposited Money and U.S. Government Obligations to be Held in Trust; Miscellaneous.	  	53
	 Section 1306.
	  	Reinstatement.	  	54

  

 -iii- 








 TABLE OF CONTENTS 
 (continued) 
  

					
	 	  	 	  	Page
	 ARTICLE XIV HOLDERS’ MEETINGS
	  	54
	 Section 1401.
	  	Purposes for Which Meetings May be Called.	  	54
	 Section 1402.
	  	Manner of Calling Meetings.	  	54
	 Section 1403.
	  	Call of Meetings by Company or Holders.	  	55
	 Section 1404.
	  	Who May Attend and Vote at Meeting.	  	55
	 Section 1405.
	  	Regulations May be Made by Trustee.	  	55
	 Section 1406.
	  	Evidence of Actions by Holders.	  	55
	 Section 1407.
	  	Exercise of Rights of Trustee and Holders Not to be Hindered or Delayed.	  	56
		
	 ARTICLE XV SUBORDINATION OF SECURITIES
	  	56
	 Section 1501.
	  	Agreement to Subordinate.	  	56
	 Section 1502.
	  	Priority of Senior Indebtedness.	  	56
	 Section 1503.
	  	Payments upon Bankruptcy.	  	57
	 Section 1504.
	  	Subrogation; Rights not Impaired.	  	58
	 Section 1505.
	  	Authorization of Trustee.	  	59
	 Section 1506.
	  	Notice of the Trustee.	  	59
	 Section 1507.
	  	Holders of Senior Indebtedness; Trustee’s Obligations.	  	60
	 Section 1508.
	  	Actions by Holders of Senior Indebtedness.	  	60
	 Section 1509.
	  	Paying Agent.	  	61
	 Section 1510.
	  	Monies Held in Trust.	  	61

  

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 INDENTURE, dated as of
                         , 20    , between Sprint Nextel Corporation, a corporation duly
organized and existing under the laws of the State of Kansas with its principal place of business located at 2001 Edmund Halley Drive, Reston, Virginia 20191 (the “Company”), and The Bank of New York Trust Company, N.A., a national banking
association organized under the laws of the United States, as Trustee (the “Trustee”). 
 RECITALS OF THE COMPANY 

WHEREAS, 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 (herein called the “Securities”), to be issued in one or more series as provided in this Indenture. 
 WHEREAS, all things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 
 W I T N E S S E T H: 
 NOW, THEREFORE,
for and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows: 
 ARTICLE I 
 DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION 
 Section 101. Definitions. 
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
 (a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; 
 (b) 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; 
 (c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles,
and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the
date of such computation; in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but
excluding;” 
 (d) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an
Article or a Section, as the case may be, of this Indenture; and 
  







 (e) the words “herein,” “hereof” and “hereunder” and other words of similar
import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 
 “Act,” when used with
respect to any Holder, has the meaning specified in Section 104. 
 “Affiliate” of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly, whether through the ownership of Voting Securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to
the foregoing. No individual shall be deemed to control or to be controlled by or under common control with any specified Person solely by virtue of his or her status as an employee or officer of such specified Person or of any other Person
controlled by or under common control with such specified Person. 
 “Authenticating Agent” means any Person authorized by the
Trustee to act on behalf of the Trustee to authenticate Securities of one or more series. 
 “Authorized Officers” means the
Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, President, any Vice President, Treasurer, and any Assistant Treasurer of the Company. 
 “Board of Directors” means (i) the board of directors of the Company, (ii) any duly authorized committee of the board of directors of
the Company, or (iii) any duly authorized subcommittee of any committee of the board of directors of the Company. 
 “Board
Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification. 

“Business Day,” when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close. 
 “Capital
Lease Obligations” means indebtedness represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with generally accepted accounting principles. The amount of indebtedness will be
the capitalized amount of the obligations determined in accordance with generally accepted accounting principles consistently applied. 
 “Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. 
 “Company” means
the Person named as the “Company” in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such
successor Person. 
  

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 “Company Request” or “Company Order” means a written request or order signed in the
name of the Company by any Authorized Officer or the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee. 
 “Consolidated Net Tangible Assets” means the Company’s consolidated total assets as reflected in its most recent balance sheet preceding the date of determination prepared in accordance with generally accepted accounting
principles consistently applied, less (i) current liabilities, excluding current maturities of long-term debt and Capital Lease Obligations, and (ii) goodwill, tradenames, trademarks, patents, unamortized debt discount and expense and
other similar intangible assets, excluding any investments in permits or licenses issued, granted or approved by the Federal Communications Commission. 
 “Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business and this Indenture shall be administered, which office at the date of the execution of
this Indenture is located at 227 West Monroe Street, Suite 2600, Chicago, Illinois 60606, Attention: Corporate Trust Services, and for purposes of Section 1002, is located at 101 Barclay Street–7E, New York, New York 10286, Attention: Bond
Operations. 
 “Corporation” means a corporation, association, joint-stock company or business trust. 
 “Covenant Defeasance” has the meaning specified in Section 1303. 
 “default” has the meaning specified in Section 602. 
 “Defaulted Interest” has the meaning specified in Section 307. 
 “Defeasance” has
the meaning specified in Section 1302. 
 “Depositary” means, with respect to the Securities of any series issuable or issued
in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such series by the Company pursuant to Section 301. 
 “Event of Default” has the meaning specified in Section 501. 
 “Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.

 “Expiration Date” has the meaning specified in Section 104. 
 “Global Security” means a Security in the form prescribed in Section 202 evidencing all or part of a series of Securities, issued to the
Depositary for such series or its nominee, and registered in the name of such Depositary or nominee. 
 “Guarantee” means any
obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness 

  

 - 3 - 








 
or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or
to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee”
used as a verb has a corresponding meaning. 
 “Holder” means a Person in whose name a Security is registered in the Security
Register. 
 “Indebtedness,” when used in the definition of Senior Indebtedness or Guarantee, means, with respect to any Person at
any date of determination (without duplication), (i) all indebtedness of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred
in connection with the acquisition of property, assets or businesses, (iii) all obligations of such Person in respect of letters of credit or bankers’ acceptances or other similar instruments (or reimbursement obligations thereto) issued
on the account of such Person, (iv) all obligations of such Person to pay the deferred purchase price of property or services, except Trade Payables, (v) all obligations of such Person as lessee under Capitalized Lease Obligations,
(vi) all indebtedness of others secured by a Lien on any asset of such Person, whether or not such indebtedness is assumed by such Person; provided that, for purposes of determining the amount of any indebtedness of the type described in this
clause (vi), if recourse with respect to such indebtedness is limited to such asset, the amount of such indebtedness shall be limited to the lesser of the fair market value of such asset or the amount of such indebtedness, (vii) all
indebtedness and dividends of others Guaranteed by such Person to the extent such indebtedness and dividends are Guaranteed by such Person, and (viii) to the extent not otherwise included in this definition, all obligations of such Person for
claims in respect of derivative products, including interest rate, foreign exchange rate and commodity prices, forward contracts, options, swaps, collars and similar arrangements. 
 “Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 301. 
 “interest,” when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest
payable after Maturity. 
 “Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an
installment of interest on such Security. 
 “Lien” means any mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, priority or other security agreement of any kind or nature whatsoever on or with respect to Property including any Capital Lease Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing. 
  

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 “mandatory sinking fund payment” has the meaning specified in Section 1201. 
 “Maturity,” when used with respect to any Security, means the date on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 
 “Notice of Default” means a written notice of the kind specified in Section 501(4). 
 “Officers’ Certificate” means a certificate signed by an Authorized Officer and by any other Authorized Officer or the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee. One of the officers
signing an Officers’ Certificate given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of the Company. 
 “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company, and who shall be acceptable to the Trustee. 
 “optional sinking fund payment” has the meaning specified in Section 1201. 
 “Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. 
 “Outstanding,” when used with respect
to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: 
 (1) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 
 (2) Securities for whose
payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 
 (3) Securities as to which Defeasance has been effected pursuant to Section 1302; and 
 (4) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities
are valid obligations of the Company; 
  

 - 5 - 








 provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be
deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such date, the principal
amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (C) the
principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by
Section 301, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only Securities which the Trustee knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other
obligor. 
 “Participants” has the meaning specified in Section 202. 
 “Paying Agent” means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the
Company. 
 “Permitted Liens” means: 
 (1) Liens existing on the date that the applicable Securities are issued; 
 (2) Liens on Property existing
at the time of acquisition of the Property or to secure the payment of all or any part of the purchase price of the Property or to secure any indebtedness incurred before, at the time of or within 270 days after the acquisition of the Property for
the purpose of financing all or any part of the purchase price of the Property; 
 (3) Liens securing indebtedness owed by any of the
Company’s Subsidiaries to the Company or any of its Subsidiaries; 
 (4) Liens on Property of any entity, or on the stock, indebtedness
or other obligations of any entity, existing at the time: (i) the entity becomes a Subsidiary of the Company, (ii) the entity is merged into or consolidated with the Company or a Subsidiary of the Company, or (iii) the Company or a
Subsidiary of the Company acquires all or substantially all of the assets of the entity, as long as the Liens do not extend to any other Property of the Company or Property of any other Subsidiary of the Company; 
  

 - 6 - 








 (5) Liens on Property to secure any indebtedness incurred to provide funds for all or any part of the
cost of development of or improvements to the Property; 
 (6) Liens on the Company’s Property or the Property of any of its
Subsidiaries securing (i) contingent obligations on surety and appeal bonds, and (ii) other nondelinquent obligations of a similar nature, in each case, incurred in the ordinary course of business; 
 (7) Liens on Property securing Capital Lease Obligations, provided that the Liens attach to the Property within 270 days after the acquisition thereof,
and the Liens attach solely to the Property acquired in connection with Capital Lease Obligations; 
 (8) Liens arising solely by virtue of
any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds, as long as the deposit account is not a dedicated cash collateral account and is not
subject to restrictions against access in excess of those set forth by regulations promulgated by the Federal Reserve Board and the deposit account is not intended to provide collateral to the depository institution; 
 (9) Liens on personal Property to secure loans maturing not more than one year from the date of the creation of the loan and on accounts receivable
associated with a receivables financing program of the Company or any of its Subsidiaries; 
 (10) Liens on the Company’s Property or
the Property of any of its Subsidiaries securing indebtedness or other obligations issued by the United States of America or any State or any department, agency or instrumentality or political subdivision of the United States of America or of any
State, or by any other country or any political subdivision of any other country, to finance all or any part of the purchase price of, or, in the case of real property, the cost of construction on or improvement of, any Property or assets subject to
the Liens, including Liens incurred in connection with pollution control, industrial revenue or similar financings; and 
 (11) any renewal,
extension or replacement of any Lien permitted pursuant to (1), (2), (4), (5), (7) and (10) above or of any indebtedness secured by any such Lien, as long as the extension, renewal or replacement Lien is limited to all or any part of the
same Property that secured the Lien extended, renewed or replaced, plus improvements on the Property, and the principal amount of indebtedness secured by the Lien and not otherwise authorized by clauses (1), (2), (4), (5), (7) and
(10) does not exceed the principal amount of indebtedness plus any premium or fee payable in connection with the renewal, extension or replacement so secured at the time of the renewal, extension or replacement. 
 “Person” means any individual, Corporation, partnership, joint venture, trust, limited liability company, unincorporated organization or
government or any agency or political subdivision thereof. 
 “Place of Payment,” when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301. 
  

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 “Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
 “Property” means
any asset or property of a Person, whether now owned or hereafter acquired, or any interest therein or any income or profits therefrom, including capital stock and indebtedness of Subsidiaries. 
 “Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture. 
 “Redemption Price,” when used with respect to any Security to be redeemed, means the price at which it is to be
redeemed pursuant to this Indenture. 
 “Regular Record Date,” for the interest payable on any Interest Payment Date on the
Securities of any series, means the date specified for that purpose as contemplated by Section 301. 
 “Responsible Officer,”
when used with respect to the Trustee, means the officer at the Corporate Trust Office of the Trustee having direct responsibility for administration of this Indenture, or any other officer to whom a matter arising hereunder is referred. 

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture. 
 “Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each
case as amended from time to time. 
 “Security Register” has the meaning specified in Section 305. 
 “Security Registrar” has the meaning specified in Section 305. 
 “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 or ranks equally with or junior to the 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 501(5) or 501(6) unless such interest is an allowed claim enforceable against the Company in a proceeding under federal or state bankruptcy laws, and (e) Trade Payables. 

“Senior Indenture” means one or more indentures entered into by the Company with respect to any unsecured debentures, notes or other
evidences of Senior Indebtedness issued by the Company. 
  

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 “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 307. 
 “Stated Maturity,” when used with respect to any Security or any installment of principal
thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 
 “Subsidiary” means a Corporation, partnership, limited liability company or other business organization, whether or not incorporated, a
majority of the Voting Securities of which are owned, directly or indirectly, by the Company. 
 “Trade Payables” means, with
respect to any Person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of goods or
services. 
 “Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor
Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person,
“Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 
 “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such
date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. 
 “U.S. Government Obligations” has the meaning specified in Section 1304. 
 “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.” 
 “Voting Securities” of a Subsidiary means the stock or other ownership or equity interests, of whatever class or classes, the holders of which
ordinarily have the power to vote for the election of the members of the board of directors, managers or trustees of such Subsidiary (other than stock or other ownership or equity interests having such power only by reason of the happening of a
contingency). 
 Section 102. Compliance Certificates and Opinions. 
 Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under
the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. 
  

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 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this
Indenture shall include: 
 (1) a statement that each individual signing such certificate or opinion has read such covenant or
condition and the definitions herein relating thereto; 
 (2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (3) a statement
that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 
 Section 103. Form of Documents Delivered to Trustee. 
 In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents. 
 Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which
his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company
stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to
such matters are erroneous. 
 Where any Person is required to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
 Section 104. Acts of Holders; Record Dates. 
 Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is herein expressly required, to the Company. Such instrument or 

  

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instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section. 
 The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
 The ownership of Securities shall be proved by the Security Register. 
 Any request, demand, authorization,
direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 
 The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a record
date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any Notice of Default, declaration, request or direction referred to in clauses (i) through (iv) of the first sentence the next
paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such
record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration
Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106. 
  

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 The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding
Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in
Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on
such record date, and no other Holders, shall be entitled to join in such Notice of Default, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from
setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and
nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities
of the relevant series in the manner set forth in Section 106. 
 With respect to any record date set pursuant to this Section, the
party hereto which sets such record dates may designate any day as the “Expiration Date,” if applicable, and from time to time may change any applicable Expiration Date to any earlier or later day; provided that no such change shall be
effective unless notice of the proposed new Expiration Date is given to the other parties hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to 9:00 a.m. (New York, New
York time) on the Business Day next following the existing Expiration Date. If an Expiration Date is applicable and is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be
deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. 
 Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. 
 Section 105. Notices, Etc., to Trustee and Company. 
 Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, 
 (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee by first class mail, postage prepaid, at its Corporate Trust Office, Attention: Corporate Trust Services, or 
  

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 (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture, Attention:
Corporate Secretary, or at any other address previously furnished in writing to the Trustee by the Company. 
 Section 106. Notice to Holders;
Waiver. 
 Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 
 In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 
 Section 107. Conflict with Trust Indenture Act. 
 If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that
may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. 
 Section 108. Effect of Headings and Table of Contents. 
 The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof. 
 Section 109. Successors and Assigns. 
 All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
  

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 Section 110. Separability Clause. 
 In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby. 
 Section 111. Benefits of Indenture. 
 Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder
and the Holders and holders of Senior Indebtedness, where so specified, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
 Section 112. Governing Law. 
 This Indenture and the Securities shall be governed by and construed in accordance with
the laws of the State of New York. 
 Section 113. Legal Holidays. 
 In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of
the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity. 
 Section 114. Counterparts. 
 This Indenture may
be executed in any number of counterparts (including via facsimile), each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. 
 Section 115. No Recourse Against Others. 
 No recourse for payment of the principal of, premium,
if any, or interest on any of the Securities, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company contained in this Indenture, or in any of the
Securities, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator or any past, present or future partner, shareholder, other equity holder, officer, director, employee or controlling person, as
such, of the Company or of any successor Person, either directly or through the Company or any successor Person, whether by virtue of any constitution, statute or rule of law, or by enforcement of any assessment or penalty or otherwise, it being
expressly understood that all such liability, either at common law or in equity or by constitution or statute, is hereby waived and released as a condition of, and as consideration for, the execution of this Indenture and the issuance of the
Securities. 
  

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 ARTICLE II 
 SECURITY FORMS 
 Section 201. Forms Generally. 
 The Securities of each series shall be in the form established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in
each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 be required to comply with any law or with any rule of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as
evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. 
 The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of such Securities. 
 Section 202. Additional Provisions Required in
Global Security. 
 Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global
Security authenticated and delivered hereunder shall bear a legend in substantially the following form: “This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a
Depositary or a nominee thereof. This Security may not be exchanged in whole or in part for a Security registered, and no transfer of this Security in whole or in part may be registered, in the name of any Person other than such Depositary or a
nominee thereof, except in the limited circumstances described in the Indenture.” 
 The Trustee and the Company may from time to time
enter into, and discontinue, an agreement with a Depositary including a “clearing agency” registered under Section 17A of the Exchange Act, which is the owner of the Securities, to establish procedures with respect to the Securities
not inconsistent with the provisions of this Indenture. Neither the Company nor the Trustee will have any responsibility or obligation to the Depositary, any direct or indirect participants (the “Participants”) in the book entry system of
any such Depositary or the Holders of the Securities with respect to (i) the accuracy of any records maintained by the Depositary or any Participant; (ii) the payment by the Depositary or by any Participant of any amount due to any Holder
in respect of the principal amount or redemption or purchase price of, or interest on, any Securities; (iii) the delivery of any notice by the Depositary or any Participant; (iv) the selection of the Holders to receive payment in the event
of any partial redemption of the Securities; or (v) any consent, waiver or other action taken by the Depositary or any Participant. 
  

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 Section 203. Form of Trustee’s Certificate of Authentication. 
 The Trustee’s certificates 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 Signatory	 	


 Section 204. CUSIP Numbers. 
 The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. 
 ARTICLE III 
 THE SECURITIES

 Section 301. Amount Unlimited; Issuable in Series. 
 The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 
 The Securities may be issued in one or more series. 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 Fifteen of this Indenture. There shall be established in or pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in
one or more indentures supplemental hereto, prior to the issuance of Securities of any series, 
 (1) the title of the
Securities of the series (which shall distinguish the Securities of the series from Securities of any other series); 
 (2)
any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or
in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); 
  

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 (3) the Person to whom interest, if any, on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, if any; 
 (4) the date or dates on which the principal of the Securities of the series is payable, or the method or methods, if any, by which such
date or dates will be determined; 
 (5) the rate or rates at which the Securities of the series shall bear interest, if any,
or the method or methods, if any, by which such rate or rates will be determined; 
 (6) if the amount of principal of or any
premium or interest, if any, on any Securities of the series may be determined with reference to an index, a formula or other method, the manner in which such amounts shall be determined; 
 (7) the date or dates from which such interest, if any, shall accrue, the Interest Payment Dates on which any such interest, if any, shall
be payable and the Regular Record Date for any interest, if any, payable on any Interest Payment Date; 
 (8) the place or
places where the principal of and any premium and interest, if any, on Securities of the series shall be payable if other than the Corporate Trust Office; 
 (9) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other
than by Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced; 
 (10)
the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and
the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 
 (11) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable; 
 (12) if other than the currency of the United Sates of America, the currency, currencies or currency units in which the principal of or
any premium and interest, if any, on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of
“Outstanding” in Section 101; 
 (13) if the principal of or any premium or interest, if any, on any Securities
of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in
which the principal of or any premium and interest, if any, on such Securities as to which such election is made 

  

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shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in
which such amount shall be determined); 
 (14) if the Securities will be convertible into other securities of the Company
and/or exchangeable for securities of the Company or other issuers, the terms and conditions upon which the Securities will be convertible or exchangeable; 
 (15) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 502; 
 (16) if applicable, that the Securities of the series, in whole or any specified part, shall not be
defeasible pursuant to either Section 1302 or Section 1303 or both such Sections; 
 (17) if applicable, that any
Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such
Global Security in addition to or in lieu of that set forth in Section 202 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;

 (18) the terms of the subordination of the Securities of such series and any other provisions relevant to such
subordination, if different from the terms of subordination and other provisions relevant to such subordination set forth herein; 
 (19) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 502; 
 (20) any addition to or change in the covenants set forth in Article Ten which
applies to Securities of the series; 
 (21) any term applicable to Original Issue Discount Securities, if any, including the
rate or rates at which such Original Issue Discount Securities, if any, shall accrue, and any necessary or desirable conforming changes to other provisions of the Indenture; and 
 (22) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by
Section 901(10)). 
 All Securities of any one series shall be substantially identical except as to denomination and except as may
otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture
supplemental hereto. 
  

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

 Section 302. Denominations. 
 The
Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by Section 301. In the absence of any such provisions with respect to the Securities of any series, the
Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. 
 Section 303. Execution, Authentication,
Delivery and Dating. 
 The Securities shall be executed on behalf of the Company by an Authorized Officer, under its corporate seal
reproduced thereon, attested by any other Authorized Officer or by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of
a facsimile thereof and may be impressed, affixed, imprinted on otherwise reproduced on the Securities. 
 Securities bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of
such Securities or did not hold such offices at the date of such Securities. 
 At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in
authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating, 
 (a) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by
Section 201, that such form has been established in conformity with the provisions of this Indenture; 
 (b) if the terms of such
Securities have been established by or pursuant to Board Resolution as permitted by Section 301, that such terms have been established in conformity with the provisions of this Indenture; and 
  

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 (c) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in
the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 
 If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will 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. 
 Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or
prior to the authentication upon original issuance of the first Security of such series to be issued. 
 Each Security shall be dated the
date of its authentication. 
 No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture. 
 Section 304. Temporary Securities. 
 Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. 
 If temporary
Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. 
 After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the 

  

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temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor. 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 and
tenor. 
 Section 305. Registration, Registration of Transfer and Exchange. 
 The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office
or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration
of Securities and for the transfer of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. 
 Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company in a Place of Payment for that series,
the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal
amount and tenor. 
 At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 
 All Securities issued
upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of
transfer or exchange. 
 Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the
Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

 No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

 If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required
(i) to issue, register the transfer of or exchange Securities 

  

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of any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected
for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 
 The provisions of Clauses (1),
(2), (3) and (4) below shall apply only to Global Securities: 
 (1) Each Global Security authenticated under this
Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single
Security for all purposes of this Indenture. 
 (2) Notwithstanding any other provision in this Indenture, no Global Security
may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless
(A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have
occurred and be continuing an Event of Default with respect to such Global Security or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by
Section 301. 
 (3) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made
in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. 
 (4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or
any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person
other than the Depositary for such Global Security or a nominee thereof. 
 Section 306. Mutilated, Destroyed, Lost and Stolen Securities.

 If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
 If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them harmless, then, in 

  

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the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
 In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security. 
 Upon the issuance of any new Security under this Section, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 
 Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and
all other Securities of that series duly issued hereunder. 
 The provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
 Section 307.
Payment of Interest; Interest Rights Preserved. 
 Except as otherwise provided as contemplated by Section 301 with respect to any
series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest. 
 Any interest on any Security of any series which is payable, but is
not punctually paid or duly Provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below: 
 (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the
proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the 

  

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Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of
such series in the manner set forth in Section 105, not less than 10 days prior to such Special Record Date. 
 Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). 
 (2) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee. 
 Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or
in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 
 Section 308. Persons Deemed Owners. 
 Prior to due presentment of a Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to
Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary. 
 Section 309. Cancellation. 
 All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and 

  

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all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order, provided, however, that the Trustee shall not be
required to destroy such cancelled Securities. 
 Section 310. Computation of Interest. 
 Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months. 
 ARTICLE IV 
 SATISFACTION AND DISCHARGE 
 Section 401. Satisfaction and Discharge of Indenture.

 This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer
or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 
 (1) either 
 (A) all Securities theretofore authenticated and delivered have been delivered to the Trustee for cancellation, other than 
 (i) Securities that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, and 
 (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in
Section 1003; or 
 (B) all such Securities 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) 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, 
  

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 and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and
interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 
 (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company in respect of the Securities; and

 (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 
 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause
(1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive. 
 Section 402. Application of Trust Money. 
 Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee. 
 ARTICLE V 
 REMEDIES 

Section 501. Events of Default. 
 “Event
of Default,” wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 
 (1) failure to pay principal of (or premium, if any, on) any Security of that series at its Maturity, regardless of whether such payment is permitted by Article Fifteen; or 
 (2) failure to pay any interest upon any Security of that series within 30 days after it becomes due and payable, regardless of whether
such payment is permitted by Article Fifteen; or 
  

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 (3) failure to deposit any mandatory sinking fund payment, when due, in respect of any
Security of that series, regardless of whether such deposit is permitted by Article Fifteen; or 
 (4) failure to perform, or
breach of, any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in 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) the entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or of any substantial part of its Property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order
unstayed and in effect for a period of 60 consecutive days; or 
 (6) the commencement by the Company of a voluntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for
relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against
it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its Property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its
inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action; or 
 (7) any other Event of Default provided with respect to Securities of that series. 
  

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 Section 502. Acceleration of Maturity; Rescission and Annulment. 
 If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, either the Trustee or the Holders of at
least 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if any of the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities
as may be specified in the terms of that series) of all of the Securities of that series to be due and payable immediately by written notice to the Company (and to the Trustee if given by Holders). Notwithstanding the foregoing, if an Event of
Default specified in Section 501(5) or 501(6) with respect to Securities of any series at the time Outstanding occurs and is continuing, then all of the Securities of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) shall automatically become immediately due and payable without further act by the Company, any Holder or the Trustee. 
 At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment
of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if: 
 (1) the Company has paid or deposited with the Trustee a sum sufficient to
pay all overdue interest and all overdue principal on all Securities of that series other than the accelerated interest and principal; and 
 (2) the Company has cured or the Holders have waived all Events of Default with respect to Securities of that series, other than the non-payment of accelerated principal and interest with respect to the Securities of
that series, as provided in Section 513. 
 No such rescission shall affect any subsequent default or impair any right consequent
thereon. 
 Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee. 
 The Company covenants that if: 
 (1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or 
 (2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, 
 the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for
principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such
Securities, and, in addition thereto, such further amount as shall be 

  

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sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel (without duplication of payments provided for under Section 607). 
 If an Event of Default with respect to
Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 

Section 504. Trustee May File Proofs of Claim. 
 In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its Property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any
and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other Property
payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. 
 No provision of this Indenture shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding, provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a
creditors’ or other similar committee. 
 Section 505. Trustee May Enforce Claims Without Possession of Securities. 
 All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the
payment of the amounts due the Trustee under Section 607, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. 
 Section 506. Application of Money Collected. 
 Any money collected by the Trustee pursuant to
this Article shall be applied in the following order, at the record and payment date or dates fixed by the Trustee and, in case of the 

  

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distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid: 
 FIRST: To the payment of all amounts due the Trustee and any predecessor
Trustee under Section 607; 
 SECOND: Subject to the provisions of Article Fifteen, to the payment of the amounts then due and unpaid
for principal of and any premium and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such
Securities for principal and any premium and interest, respectively; 
 THIRD: Subject to the provisions of Article Fifteen, to the Company.

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

 (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the
Securities of that series; 
 (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that
series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
 (3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; 
 (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and 
 (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the
Holders of a majority in principal amount of the Outstanding Securities of that series; 
 it being understood and intended that no one or more of such
Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. 
 Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest. 
 Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and 

  

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any premium and (subject to Section 307) any interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case
of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 
 Section 509. Restoration of Rights and Remedies. 
 If the Trustee or any Holder has instituted
any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as
though no such proceeding had been instituted. 
 Section 510. Rights and Remedies Cumulative. 
 Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy. 
 Section 511. Delay or Omission Not Waiver. 
 No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be. 
 Section 512. Control by Holders. 
 Subject to Section 601, the Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right, in accordance
with applicable law, 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. 
 Section 513. Waiver of Past Defaults. 
 The
Holders of a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all Securities of that series waive any past default under this Indenture with respect to that series, except a default in the
payment of the principal of or any 

  

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premium or interest on any Security of that series or in respect of a covenant or provision which under the Indenture cannot be modified or amended without
the consent of the Holder of each Outstanding Security of that series affected. 
 With respect to any series of Securities issued under this
Indenture, in addition to obtaining waivers from the Holders of a majority in principal amount of Outstanding Securities of that series as provided under the preceding paragraph, a waiver of past defaults under this Indenture can also be obtained
from the Holders of a majority in principal amount of debt securities of that series and all other series affected by the waiver, whether issued under this Indenture or the Senior Indenture or any other indenture of the Company providing for such
aggregated voting, all voting as a single class. 
 Upon any such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 
 Section 514. Undertaking for Costs. 
 In any suit
for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the
costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in any suit instituted by the Company. 
 Section 515. Waiver of Stay or Extension Laws.

 The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted. 
 ARTICLE VI 
 THE TRUSTEE 
 Section 601. Certain Duties and Responsibilities. 
 The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. No duties that are not set forth in this Indenture or
required by the Trust Indenture Act shall be implied against the Trustee. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate 

  

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indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 
 Section 602. Notice of Defaults. 
 If a default occurs hereunder with respect to Securities of any series, and if a
Responsible Officer of the Trustee has actual knowledge of such default, the Trustee shall give the Holders of Securities of such series notice of such default, or may withhold notice of such default, as and to the extent provided by the Trust
Indenture Act; provided, however, that in the case of any default of the character specified in Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 60 days after the
occurrence thereof. The term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. 
 Section 603. Certain Rights of Trustee. 
 Subject
to the provisions of Section 601: 
 (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties; 
 (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by
a Company Request or Company Order or as otherwise provided in Section 303 and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution; 
 (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate; 
 (d) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 
 (e) the Trustee
shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 
 (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into 

  

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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; 
 (g) the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it
hereunder; and 
 (h) delivery of reports, information and documents to the Trustee under Section 7.04 shall not, with respect to the
Trustee only, constitute notice or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates). 
 Section 604. Not Responsible for Recitals or Issuance of Securities. 

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application
by the Company of Securities or the proceeds thereof. 
 Section 605. May Hold Securities. 
 The Trustee, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company and its Affiliates with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such other agent. 
 Section 606. Money Held in Trust. 
 Money held by
the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

 Section 607. Compensation and Reimbursement. 
 The Company agrees 
 (1) to pay to the Trustee from time to time reasonable compensation for
all services rendered by it hereunder as shall be agreed to in writing between the Company and the Trustee (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 

  

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made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and 
 (3) to indemnify the Trustee and its directors, officers, employees and agents for, and to hold it harmless against, any loss, liability, damage, claim or expense incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of the trust or trusts hereunder, including, without limitation, reasonable fees and expenses of its counsel and the costs and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder. 
 When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) are intended to constitute expenses of administration under any applicable
Federal or State bankruptcy, insolvency or similar law. 
 The provisions of this Section 607 shall survive the resignation or removal
of the Trustee, the payment, discharge or Defeasance of the Securities, and the termination of this Indenture. The Trustee shall have a lien prior to the Securities as to all Property and funds held by it hereunder for any amount owing it pursuant
to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. 
 Section 608.
Disqualification; Conflicting Interests. 
 If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee
shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series, a trustee under another indenture of the Company, or a trustee under a Senior Indenture.

 Section 609. Corporate Trustee Required; Eligibility. 
 There shall at all times be a Trustee hereunder with respect to the Securities of each series. Any such Trustee may also be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series 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. 
  

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 Section 610. Resignation and Removal; Appointment of Successor. 
 (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611. 
 (b) The Trustee may
resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 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 the Securities of such series. 
 (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the Company. 
 (d) If at any time: 
 (1) the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months, or 
 (2) the Trustee shall cease to be eligible under
Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or 
 (3) the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its Property shall be appointed or any public officer shall take charge or control of the Trustee or of its Property or affairs
for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 514, any Holder who has
been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment
of a successor Trustee or Trustees. 
 (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur
in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any Series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with
the applicable requirements of Section 611, become the 

  

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successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any Series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, the Trustee or any Holder 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.

 (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 105. Each notice shall include the name of the successor Trustee with respect to
the Securities of such series and the address of its Corporate Trust Office. 
 Section 611. Acceptance of Appointment by Successor. 

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

  

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the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee,
such retiring Trustee shall, upon payment of its charges relating to the Securities of that or those series to which the appointment of such successor Trustee relates, duly assign, transfer and deliver to such successor Trustee all Property and
money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 
 (c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) and (b) of this Section, as the case may be. 
 (d) No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. 
 Section 612. Merger, Conversion,
Consolidation or Succession to Business. 
 Any Corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any Corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such Corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated
with the same effect as if such successor Trustee had itself authenticated such Securities. 
 Section 613. Preferential Collection of Claims Against
Company. 
 If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee
shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). 
 ARTICLE VII 
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
 Section 701. Company to Furnish Trustee Names and Addresses of Holders. 
 The Company will furnish or cause to be furnished to the Trustee: 
 (a) semi-annually, not later than
January 1 and July 1 in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of the preceding December 15 or June 15 , as the case may be, and 
 (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list is furnished; 
 excluding from any such list names and addresses received by
the Trustee in its capacity as Security Registrar. 
  

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 Section 702. Preservation of Information; Communications to Holders. 
 (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list
furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon
receipt of a new list so furnished. 
 (b) The rights of the Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. 
 (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason
of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. 
 Section 703. Reports by Trustee.

 (a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required
pursuant to Section 313 of the Trust Indenture Act at the times and in the manner provided pursuant to Section 313 of the Trust Indenture Act. 
 (b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee when any Securities are listed on any stock exchange. 
 Section 704. Reports by Company. 
 The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to Section 314 of the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the Company files the same with the Commission. 
 ARTICLE VIII 
 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
 Section 801. Company May Consolidate, Etc., Only on Certain Terms. 
 The Company may consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person only if: 
  

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 (a) either (1) the Company is the surviving Person, or (2) the successor Person is a
Corporation, partnership, limited liability company or trust organized and existing under the laws of the United States, any State thereof, the District of Columbia or any territory thereof and assumes the Company’s obligations under the
Securities and this Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee, provided that in the case when such Person is not a Corporation a co-obligor of the Securities is a Corporation; and 
 (b) after giving effect to the transaction no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of
Default, has happened and is continuing; and 
 (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such
transaction have been complied with. 
 Section 802. Successor Substituted. 
 Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor
Person shall be relieved of all obligations and covenants under this Indenture and the Securities. 
 ARTICLE IX 
 SUPPLEMENTAL INDENTURES 
 Section 901.
Supplemental Indentures Without Consent of Holders. 
 At any time and from time to time, the Company, when authorized by or pursuant to a
Board Resolution, and the Trustee may, without the consent of any Holders, enter into supplemental indentures for one or more of the following purposes: 
 (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the Company’s obligations herein and in the Securities; or 
 (2) to add to the covenants of the Company, or to surrender any of the rights of the Company, or to add any rights for the benefits of the
Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series); or 
  

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 (3) to cure any ambiguity, omission, defect or inconsistency under this Indenture; or

 (4) to establish the form or terms of any series of Securities as permitted by Sections 201 and 301; or 
 (5) to provide for the issuance of additional Securities in accordance with this Indenture; or 
 (6) to comply with the requirements of the Commission in order to maintain the qualification of the Indenture under the Trust Indenture
Act; or 
 (7) to evidence and provide the acceptance of any successor Trustee with respect to the Securities of one or more
series or to facilitate the administration of the trusts hereunder by one or more Trustees pursuant to the requirements of Section 61l(b); or 
 (8) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities,
stating that such additional Events of Default are expressly being included solely for the benefit of such series); or 
 (9)
to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registerable or not registerable as to principal, and with or without interest
coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or 
 (10) to add to, change or
eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination made pursuant to this paragraph (i) shall neither (A) apply to any Security of any
series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) shall become effective
only when there is no such Security Outstanding; or 
 (11) to secure one or more series of Securities; or 
 (12) to provide for the appointment of an Authenticating Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption of Securities of such series; or 
 (13) to make any provisions with respect to the optional conversion rights of Holders, including providing for the conversion of the
Securities into any other security or securities of the Company, provided that such provisions are not materially adverse to the interests of the Holders of any Security Outstanding; or 
 (14) to add any guarantee of one or more series of the Securities; or 
  

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 (15) to amend or supplement any provision contained in this Indenture or in any
supplemental indenture, provided that no such amendment or supplement shall, in the opinion of the Board of Directors, as evidenced by the Board Resolution provided above, materially adversely affect the interests of the Holders of any Securities
Outstanding. 
 Section 902. Supplemental Indentures with Consent of Holders. 
 With the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities affected by such supplemental indenture, by
Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into supplemental indentures for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby, 
 (1) change the date specified in the Security for the payment of the principal
of, or any installment of principal of or mandatory sinking fund or any premium or interest on, the Security; or 
 (2) reduce
the principal amount of, or any premium or rate of interest on, any Security; or 
 (3) reduce the amount of principal of an
Original Issue Discount Security or any other Security payable upon acceleration of the Maturity of that Security; or 
 (4)
change the place or currency of payment of principal of, or any premium or interest on, any Security; or 
 (5) impair the
right to institute suit for the enforcement of any payment on or with respect to any Security; or 
 (6) modify conversion
rights with respect to any Security in a manner adverse to the Holders of Securities; or 
 (7) modify any of the provisions
of this Indenture relating to the subordination of the Securities in a manner adverse to the Holders of Securities; or 
 (8)
reduce the percentage in principal amount of Outstanding Securities, the consent of whose Holders is required to modify or amend this Indenture or to waive compliance with certain provisions of this Indenture or for waiver of certain defaults.

 With respect to any series of Securities, the consent of the Holders of that series of Securities required by this Section 902 may be
obtained from either the Holders of a majority in principal amount of the Securities of that series, or from the Holders of a majority in principal amount of the Securities of that series and all other series affected by that amendment, voting as a
single class. 
  

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 A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture
which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not
to affect the rights under this Indenture of the Holders of Securities of any other series. 
 It shall not be necessary for any Act of
Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
 Section 903. Execution of Supplemental Indentures. 
 In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Officers’ Certificate and an Opinion of Counsel, complying with Section 102, and stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 
 Section 904. Effect of Supplemental Indentures. 
 Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be
bound thereby. 
 Section 905. Conformity with Trust Indenture Act. 
 Every supplemental Indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act. 
 Section 906. Reference in Securities to Supplemental Indentures. 
 Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series. 
  

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 ARTICLE X 
 COVENANTS 
 Section 1001. Payment of Principal, Premium and Interest. 
 The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and
interest on the Securities of that series in accordance with the terms of the Securities and this Indenture. 
 Section 1002. Maintenance of Office
or Agency. 
 The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that
series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this
Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands. 
 The Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency. 
 Section 1003. Money for Securities Payments to Be Held in Trust.

 If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due
date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. 
 Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of or any premium or interest on any Securities of that series, deposit
with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

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

  

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comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company
(or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, and upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent
for payment in respect of the Securities of that series. 
 The Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 
 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 or any premium or
interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; 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 a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, 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, any unclaimed balance of such money then remaining will be repaid to the Company. 
 Section 1004. Statement by Officers as to Default. 
 The Company will deliver to the Trustee,
within 90 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge. 
 Section 1005. Existence. 
 Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights
(charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders. 
  

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 Section 1006. Maintenance of Properties. 
 The Company will cause all properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Company from discontinuing the operation or maintenance
of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Subsidiary. 
 Section 1007. Payment of Taxes and Other Claims. 
 The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or Property of the Company or any Subsidiary, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a Lien upon the Property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings. 
 Section 1008. Limitation Upon Mortgages and Liens of the Company. 
 The Company will not directly or indirectly create,
incur or allow to exist any Lien (a) securing the Company’s indebtedness for borrowed money on any Property or assets of the Company or any Property or assets of the Company’s Subsidiaries, now owned or acquired at a later time, or
(b) securing any indebtedness for borrowed money on any of the Company’s Property or assets now owned or acquired at a later time, in either case, unless: 
 (1) the Company has made or will make effective provision whereby the Outstanding Securities are equally and ratably secured with (or
prior to) all other indebtedness for borrowed money secured by such Lien for so long as any such other indebtedness for borrowed money is so secured; 
 (2) the Lien is a Permitted Lien; or 
 (3) the aggregate principal amount of indebtedness
secured by the Lien and any other such Lien, other than Permitted Liens, does not exceed 15% of the Company’s Consolidated Net Tangible Assets. 
 Section 1009. Waiver of Certain Covenants. 
 The Company may omit in any particular instance to comply with any term,
provision or condition set forth in this Indenture with respect to the Securities of any series that could be changed, modified or eliminated with the consent of the Holders of not less than a majority in principal amount of the Outstanding
Securities of any series pursuant to Section 902 if before the 

  

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time for such compliance the Holders of a majority in principal amount of the Outstanding Securities of any series issued under this Indenture shall, by Act
of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 
 With respect to any series of Securities issued under this Indenture, in addition to obtaining waivers from the Holders of a majority in principal amount
of Outstanding Securities of that series as provided under the preceding paragraph, a waiver of compliance with this Indenture can also be obtained from the Holders of a majority in principal amount of debt securities of that series and all other
series affected by the waiver, whether issued under this Indenture or the Senior Indenture or any other indenture of the Company providing for such aggregated voting, all voting as a single class. 
 ARTICLE XI 
 REDEMPTION OF SECURITIES

 Section 1101. Applicability of Article. 
 Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for such Securities)
in accordance with this Article. 
 Section 1102. Election to Redeem; Notice to Trustee. 
 The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by
Section 301 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least 35 days prior
to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the
tenor of the Securities to be redeemed. 
 Section 1103. Selection by Trustee of Securities to Be Redeemed. 
 If less than all the Securities of any series are to be redeemed (unless all of the Securities of such series and of a specified tenor are to be redeemed
or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities 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 a portion of the principal amount of any Security of such series, provided that the unredeemed portion of
the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all of the Securities of such series and of a specified tenor are to be
redeemed (unless such redemption affects only a single 

  

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Security), the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. 
 The Trustee
shall promptly notify the Company 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. 
 The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a Global Security or a single Security,
whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. 
 For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. 
 Section 1104. Notice of Redemption. 
 Notice of
redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register. 

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

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 Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the
Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company and shall be irrevocable. 
 Section 1105.
Deposit of Redemption Price. 
 On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or,
if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date. 
 Section 1106. Securities Payable on Redemption Date.

 Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of
business on the relevant record dates according to their terms and the provisions of Section 307. 
 If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
 Section 1107. Securities Redeemed in Part. 
 Any
Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

  

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 ARTICLE XII 
 SINKING FUNDS 
 Section 1201. 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 specified as
contemplated by Section 301 for Securities of such series. 
 The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional sinking fund
payment.” If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities of
any series as provided for by the terms of Securities of such series. 
 Section 1202. Satisfaction of Sinking Fund Payments with Securities.

 The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may
apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such
Securities; provided that the Securities to be so credited have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be
redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 
 Section 1203. Redemption of Securities for Sinking Fund. 
 Not less than 45 days prior to each sinking fund payment date
for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, 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 Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less
than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103. The Trustee shall cause notice of the redemption thereof
to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106
and 1107. 
  

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 ARTICLE XIII 
 DEFEASANCE 
 Section 1301. Applicability of Article. 
 Except as otherwise provided or contemplated by the terms of any series of Securities established pursuant to Section 301, all Securities shall be
issued subject to the provisions of this Article Thirteen. 
 Section 1302. Defeasance and Discharge. 
 The Company shall be deemed to have been discharged from its obligations with respect to any Securities or any Series of Securities as provided in this
Section on and after the date the conditions set forth in Section 1304 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 Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute on Company
Order proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Securities to receive, solely from the trust fund described in
Section 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1003, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article Thirteen. Subject to compliance with this Article Thirteen, the Company may
exercise its option to have this Section applied to any Securities notwithstanding the prior exercise of its option to have Section 1303 applied to such Securities. 
 Section 1303. Covenant Defeasance. 
 The Company shall be released from its obligations under
Section 704, Section 801(c), Sections 1006 through 1008 inclusive, and any covenants provided pursuant to Section 301(19) and (20), 901(2) or 901(8) for the benefit of the Holders of Securities and the occurrence of any event
specified in Sections 501(4) (with respect to any of Section 704, Section 801(c), Sections 1006 through 1008 inclusive, and any such covenants provided pursuant to Section 301(19) and (20), 901(2) or 901(8)) and 501(7) shall be deemed
not to be or result in an Event of Default, in each case, with respect to Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”).
For this purpose, such Covenant Defeasance means that, with respect to any Securities or any Series of Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such
specified Section (to the extent so specified in the case of Section 501(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other
provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby. 
  

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 Section 1304. Conditions to Defeasance. 
 The following shall be the conditions to application of Section 1302 or Section 1303 to any Securities or any series of Securities: 

(1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the
requirements of Section 609 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, 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 any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on
the applicable Stated Maturities or Redemption Dates in accordance with the terms of this Indenture and such Securities. For this purpose, “U.S. Government Obligations” means (x) any security which is (i) a direct obligation of
the United States of America for the payment of which its full faith and credit is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depository receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in clause (x) above and held by such bank for the account of the holder of such
depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest evidenced by such depository
receipt. 
 (2) In the event of an election to have Section 1302 apply to any Securities or any series of Securities, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been
a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Securities will not recognize gain or loss for Federal income tax
purposes as a result of 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 Defeasance had not occurred. 
  

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 (3) In the event of an election to have Section 1303 apply to any Securities or any
series of Securities, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Securities will not recognize gain or loss for Federal income tax purposes as a result of 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 Covenant Defeasance had not occurred. 
 (4) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any
other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until after such 90th day). 
 (5) The Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that, subject to Section 1304(4), all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. 
 Section 1305. Deposited Money and U.S. Government Obligations to be Held in Trust; Miscellaneous. 
 Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other Trustee are referred to collectively as the “Trustee”) pursuant to Section 1304 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent
required by law. 
 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the
U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.

 Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon
Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities. 
  

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 Section 1306. Reinstatement. 
 If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article Thirteen with respect to any Securities by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Section 1302 or 1303 shall be revived and
reinstated as though no deposit had occurred pursuant to this Article Thirteen with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect
to such Securities in accordance with this Article Thirteen; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the
Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust. 
 ARTICLE XIV 
 HOLDERS’ MEETINGS 
 Section 1401. Purposes for Which Meetings May be Called. 
 A meeting of Holders of any series of
Outstanding Securities may be called at any time and from time to time pursuant to the provisions of this Article Fourteen for any of the following purposes: 
 (1) to give any notice to the Company or to the Trustee, or to give any direction to the Trustee, or to waive or consent to the waiving of
any Event of Default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article Five; 
 (2) to remove the Trustee or appoint a successor trustee, pursuant to the provisions of Article Six; 
 (3) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 902; or

 (4) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal
amount of the Securities under any other provision of this Indenture or under applicable law. 
 Section 1402. Manner of Calling Meetings.

 The Trustee may at any time call a meeting of Holders to take any action specified in Section 1401. Notice of every meeting of
such Holders, 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 mailed by the Trustee to the Company and to such Holders not less than 20 nor more than 60 days prior
to the date fixed for the meeting. Any meeting shall be valid without notice if all of the Holders of such series of Outstanding Securities are present in person or by proxy, or if notice is waived before or after the meeting by such Holders of such
series of Outstanding Securities, and if the Company and the Trustee are either present or have, before or after the meeting, waived notice. 
  

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 Section 1403. Call of Meetings by Company or Holders. 
 In case at any time the Company, pursuant to a resolution of its Board of Directors, or the Holders of not less than 25% in aggregate principal amount of
the Outstanding Securities of the applicable series or, in the event the meeting relates to the Holders of more than one series of Outstanding Securities, the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities
of those series, shall have requested the Trustee to call a meeting of Holders to take any action authorized in Section 1401 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 such meeting within 20 days after receipt of such request, then the Company or such Holders in the amount above specified may determine the time and the place in Overland Park, Kansas for such meeting and may call
such meeting to take any action authorized in Section 1401, by mailing notice thereof as provided in Section 1402. 
 Section 1404. Who May
Attend and Vote at Meeting. 
 To be entitled to vote at any meeting of Holders a person shall (a) be a Holder, or an authorized
representative of a Holder, of one or more Securities with respect to which the meeting is being held, as of the record date for such meeting (or, if no record date is set, as of the date of such meeting), or (b) be a person appointed by an
instrument in writing as proxy by such Holder of one or more Securities. The only persons who shall be entitled to be present or to speak at any meeting of Holders shall be the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the Company and its counsel. 
 At any meeting each Holder or proxy
shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities held or represented by him. 
 Section 1405. Regulations May
be Made by Trustee. 
 Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may
deem advisable for any meeting of Holders, in regard to proof of the holding of Securities 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. 
 Section 1406.
Evidence of Actions by Holders. 
 Whenever the Holders of a specified percentage in aggregate principal amount of the Securities may take
any action, the fact that the Holders of such percentage have acted may be evidenced by (a) instruments of similar tenor executed by Holders in person or by attorney or written proxy, or (b) the Holders voting in favor thereof at any
meeting of Holders called and held in accordance with the provisions of the rules for meetings of Holders, or (c) by a combination thereof. The Trustee may require proof of any matter concerning the execution of any instrument by a Holder or
his attorney or proxy as it shall deem necessary. 
  

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 Section 1407. Exercise of Rights of Trustee and Holders Not to be Hindered or Delayed. 
 Nothing in this Article Fourteen contained shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders 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 under any of the provisions of this Indenture or of the
Securities. 
 ARTICLE XV 
 SUBORDINATION OF SECURITIES 
 Section 1501. Agreement to Subordinate. 
 The Company covenants and agrees, and each Holder of a Security issued hereunder by such Holder’s acceptance of a Security likewise covenants and
agrees (except as otherwise provided or contemplated by the terms of the Securities established pursuant to Section 301), that all Securities shall be issued subject to the provisions of this Article Fifteen; and each Person holding any
Security, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. 
 The payment by the Company of the principal of, premium, if any and interest on all Securities issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and junior in right of payment to all Senior
Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred. 
 No provision of this Article Fifteen shall prevent
the occurrence of any Event of Default hereunder or any event which with the giving of notice or the passage of time or both would constitute an Event of Default. 
 Section 1502. Priority of 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 payment due on any Senior Indebtedness without giving effect to any cure or grace period, or in the event that the maturity of any Senior Indebtedness 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, if applicable, redemption and sinking fund payments) of or premium, if any, or interest on the Securities until such default shall have
been cured or waived in writing or shall have ceased to exist or such Senior Indebtedness shall have been discharged or paid in full. 
 In
the event of the acceleration of the maturity of the Securities, then no payment shall be made by the Company with respect to the principal (including, if applicable, redemption and sinking fund payments) of or premium, if any, or interest on the
Securities until the holders of all Senior Indebtedness outstanding at the time of such acceleration shall receive payment in full of such Senior Indebtedness (including any amounts due upon acceleration). 
  

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 In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any
Holder when such payment is prohibited by the preceding paragraphs of this Section 1502, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of 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. 
 Section 1503. Payments upon 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 liquidation, dissolution, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and
liabilities or any bankruptcy, insolvency or similar proceedings of the Company, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full before any payment is made on account of the principal of, premium, if any, or
interest on the Securities, and upon any such liquidation, dissolution, winding up, receivership, reorganization, assignment, marshaling or proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Holders or the Trustee under this Indenture would be entitled except for the provisions of this Article Fifteen, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent
or other Person making such payment or distribution, directly to the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such
Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of
law, post-petition interest, in any such proceedings), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the Holders of the indebtedness
evidenced by the Securities or to the Trustee under this Indenture. 
 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 under this Indenture or the Holders of the Securities before all Senior
Indebtedness is paid in full or provision is made for such payment 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 respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the
payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full or provision is made for such payment in accordance with its terms, after giving effect to any concurrent payment or distribution to
or for the holders of such Senior Indebtedness. 
 For purposes of this Article Fifteen, 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 arrangement, reorganization or readjustment, the payment of which is
subordinated (at least to the extent provided in this Article 

  

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Fifteen with respect to the Securities) to the payment of all Senior Indebtedness which may at the time be outstanding; provided, that (i) the Senior
Indebtedness is assumed by the new corporation, if any, resulting from any such arrangement, reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by
such arrangement, 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 or transfer of its property as an
entirety, or substantially as an entirety, to another Person upon the terms and conditions provided in Article Eight shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 1503 if such
other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eight. Nothing in Section 1502 or this Section 1503 shall apply to claims of, or payments to, the Trustee
under or pursuant to Article Six. This Section 1503 shall be subject to the further provisions of Section 1506. 
 Upon any payment
or distribution of assets of the Company referred to in this Article Fifteen, the Trustee and the Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such
liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or
distribution, delivered to the Trustee or to the Holders of the Securities, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fifteen. 
 Section 1504. Subrogation; Rights not Impaired. 
 Subject to the payment in full of all Senior Indebtedness or the
provision for such payment in accordance with its terms, the rights of the Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the
Company applicable to the Senior Indebtedness until the principal of, premium, if any, and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee on their behalf would be entitled except for the provisions of this Article Fifteen and no payment over pursuant to the provisions of this Article
Fifteen to the holders of Senior Indebtedness by Holders of the Securities or the Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, be deemed to be a
payment by the Company to or on account of the Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Holders pursuant to the subrogation provisions of this Article, which would otherwise
have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article Fifteen are and are intended solely for the purpose of
defining the relative rights of the Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness, on the other hand. 
  

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 Nothing contained in this Article Fifteen or elsewhere in this Indenture or in the Securities is intended
to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Securities
the principal, premium, if any, and interest on the Securities 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 and creditors of
the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Holder of any Security or the Trustee on his or her behalf from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article Fifteen of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. 
 Section 1505. Authorization of Trustee. 
 Each
Holder of a Security by his or her acceptance thereof authorizes and directs the Trustee in his or her behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article Fifteen and appoints the
Trustee his or her attorney-in-fact for any and all such purposes. 
 Section 1506. Notice of the Trustee. 
 The Company shall give prompt written notice to the Trustee and to any Paying Agent of any fact known to the Company which would prohibit the making of
any payment of moneys to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article Fifteen. Regardless of anything to the contrary contained in this Article Fifteen or elsewhere in this Indenture,
the Trustee shall not be charged with knowledge of the existence of any Senior Indebtedness or of any default or event of default with respect to any Senior Indebtedness or of any other facts which would prohibit the making of any payment of moneys
to or by the Trustee, unless and until a Responsible Officer of the Trustee shall have received notice in writing at its principal Corporate Trust Office to that effect signed by an officer of the Company, or by a holder or agent of a holder of
Senior Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or agent, or by the trustee under any indenture pursuant to which Senior Indebtedness shall be
outstanding, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume that no such facts exist; provided, however, that if, by the close of business on the date three Business Days prior to the date upon which by
the terms hereof any such moneys shall become payable for any purpose (including, without limitation, the payment of the principal of, or interest on, any Security) the Trustee shall not have received with respect to such moneys the notice provided
for in this Section 1506, then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received, and shall not be affected
by any notice to the contrary which may be received by it after such time on such prior date. 
 The Trustee 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 (or a trustee or agent on behalf of such holder) to establish that such notice has been given by a holder of Senior


  

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Indebtedness or a trustee or agent on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required
with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Fifteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Fifteen,
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. 
 Section 1507. Holders of Senior Indebtedness; Trustee’s Obligations. 
 The Trustee and any
agent of the Company or the Trustee shall be entitled to all the rights set forth in this Article Fifteen with respect to any Senior Indebtedness which may at any time be held by it in its individual or any other capacity to the same extent as any
other holder of Senior Indebtedness and nothing in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article Fifteen shall apply to claims of, or payments to, the Trustee under or
pursuant to Article Six. 
 With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of
its covenants and obligations as are specifically set forth in this Article Fifteen, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall
not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and the Trustee shall not be liable to any holder of Senior Indebtedness if it shall pay over or deliver to holders of Securities, the Company or any other Person moneys
or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article Fifteen or otherwise. 
 Section 1508. Actions by
Holders of Senior Indebtedness. 
 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 which 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 may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring
responsibility to the Holders and without impairing or releasing the subordination provided in this Article Fifteen or the obligations hereunder of the Holders of the Securities 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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 Section 1509. Paying Agent. 
 In case at any time any paying agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article Fifteen shall in such case
(unless the context otherwise requires) be construed as extending to and including such paying agent within its meaning as fully for all intents and purposes as if such paying agent were named in this Article Fifteen in addition to or in place of
the Trustee; provided that Sections 1506 and 1507 shall not apply to the Company if acting as a Paying Agent. 
 Section 1510. Monies Held in Trust.

 Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in
trust under Sections 401 or 1305 of this Indenture by the Trustee for the payment of principal of, premium, if any, and interest on the Securities shall not be subordinated to the prior payment of any Senior Indebtedness or subject to the
restrictions set forth in this Article Fifteen, and none of the Holders shall be obligated to pay over any such amount to the Company or any holder of Senior Indebtedness or any other creditor of the Company. 
 [Remainder of Page Intentionally Blank – Signature Page Follows] 
  

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

			
	SPRINT NEXTEL CORPORATION
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

			
	Attest:
		
	By:	 	  

	Name:	 	  

	Title:	 	  


  

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