Form of Indenture of Exelon Corporation relating to subordinated debt securities



 Exhibit 4.2 

EXELON CORPORATION 
 Issuer 

TO 

                        
                , 
 Trustee 

Indenture 
 (For Unsecured
Subordinated Debt Securities) 
 Dated as of
                     







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
		
	 ARTICLE ONE Definitions and Other Provisions of General Application
	  	 	1	  
			
	 SECTION 101.
	  	 Definitions.
	  	 	1	  
	 SECTION 102.
	  	 Compliance Certificates and Opinions.
	  	 	10	  
	 SECTION 103.
	  	 Form of Documents Delivered to Trustee.
	  	 	11	  
	 SECTION 104.
	  	 Acts of Holders.
	  	 	12	  
	 SECTION 105.
	  	 Notices, etc. to Trustee, Company.
	  	 	13	  
	 SECTION 106.
	  	 Notice to Holders of Securities; Waiver.
	  	 	15	  
	 SECTION 107.
	  	 Conflict with Trust Indenture Act.
	  	 	15	  
	 SECTION 108.
	  	 Effect of Headings and Table of Contents.
	  	 	15	  
	 SECTION 109.
	  	 Successors and Assigns.
	  	 	15	  
	 SECTION 110.
	  	 Separability Clause.
	  	 	15	  
	 SECTION 111.
	  	 Benefits of Indenture.
	  	 	16	  
	 SECTION 112.
	  	 Governing Law.
	  	 	16	  
	 SECTION 113.
	  	 Legal Holidays.
	  	 	16	  
	 SECTION 114.
	  	 SECTION 114. Waiver of Jury Trial.
	  	 	16	  
	 SECTION 115.
	  	 FATCA.
	  	 	16	  
		
	 ARTICLE TWO Security Forms
	  	 	17	  
			
	 SECTION 201.
	  	 Forms Generally.
	  	 	17	  
	 SECTION 202.
	  	 Form of Trustee’s Certificate of Authentication.
	  	 	17	  
		
	 ARTICLE THREE The Securities
	  	 	18	  
			
	 SECTION 301.
	  	 Amount Unlimited; Issuable in Series.
	  	 	18	  
	 SECTION 302.
	  	 Denominations.
	  	 	21	  
	 SECTION 303.
	  	 Execution, Authentication, Delivery and Dating.
	  	 	21	  
	 SECTION 304.
	  	 Temporary Securities.
	  	 	24	  
	 SECTION 305.
	  	 Registration, Registration of Transfer and Exchange.
	  	 	24	  
	 SECTION 306.
	  	 Mutilated, Destroyed, Lost and Stolen Securities.
	  	 	26	  
	 SECTION 307.
	  	 Payment of Interest; Interest Rights Preserved.
	  	 	26	  
	 SECTION 308.
	  	 Persons Deemed Owners.
	  	 	27	  
	 SECTION 309.
	  	 Cancellation by Security Registrar.
	  	 	28	  
	 SECTION 310.
	  	 Computation of Interest.
	  	 	28	  
	 SECTION 311.
	  	 Payment to Be in Proper Currency.
	  	 	28	  
	 SECTION 312.
	  	 Extension of Interest Payment.
	  	 	29	  
	 SECTION 313.
	  	 CUSIP Numbers.
	  	 	29	  
		
	 ARTICLE FOUR Redemption of Securities
	  	 	29	  
			
	 SECTION 401.
	  	 Applicability of Article.
	  	 	29	  
	 SECTION 402.
	  	 Election to Redeem; Notice to Trustee.
	  	 	29	  
	 SECTION 403.
	  	 Selection of Securities to Be Redeemed.
	  	 	29	  
	 SECTION 404.
	  	 Notice of Redemption.
	  	 	30	  
	 SECTION 405.
	  	 Securities Payable on Redemption Date.
	  	 	31	  
	 SECTION 406.
	  	 Securities Redeemed in Part.
	  	 	32	  


  
 i 









							
	 ARTICLE FIVE Sinking Funds
	  	 	32	  
			
	 SECTION 501.
	  	 Applicability of Article.
	  	 	32	  
	 SECTION 502.
	  	 Satisfaction of Sinking Fund Payments with Securities.
	  	 	32	  
	 SECTION 503.
	  	 Redemption of Securities for Sinking Fund.
	  	 	33	  
		
	 ARTICLE SIX Covenants
	  	 	33	  
			
	 SECTION 601.
	  	 Payment of Principal, Premium and Interest.
	  	 	33	  
	 SECTION 602.
	  	 Maintenance of Office or Agency.
	  	 	34	  
	 SECTION 603.
	  	 Money for Securities Payments to Be Held in Trust.
	  	 	34	  
	 SECTION 604.
	  	 Corporate Existence.
	  	 	36	  
	 SECTION 605.
	  	 Maintenance of Properties.
	  	 	36	  
	 SECTION 606.
	  	 Annual Officer’s Certificate as to Compliance.
	  	 	36	  
	 SECTION 607.
	  	 Waiver of Certain Covenants.
	  	 	36	  
	 SECTION 608.
	  	 Restrictions on Dividends and Debt Payments.
	  	 	37	  
		
	 ARTICLE SEVEN Satisfaction and Discharge
	  	 	38	  
			
	 SECTION 701.
	  	 Satisfaction and Discharge of Securities.
	  	 	38	  
	 SECTION 702.
	  	 Satisfaction and Discharge of Indenture.
	  	 	40	  
	 SECTION 703.
	  	 Application of Trust Money.
	  	 	41	  
		
	 ARTICLE EIGHT Events of Default; Remedies
	  	 	42	  
			
	 SECTION 801.
	  	 Events of Default.
	  	 	42	  
	 SECTION 802.
	  	 Acceleration of Maturity; Rescission and Annulment.
	  	 	43	  
	 SECTION 803.
	  	 Collection of Indebtedness and Suits for Enforcement by Trustee.
	  	 	44	  
	 SECTION 804.
	  	 Trustee May File Proofs of Claim.
	  	 	45	  
	 SECTION 805.
	  	 Trustee May Enforce Claims Without Possession of Securities.
	  	 	45	  
	 SECTION 806.
	  	 Application of Money Collected.
	  	 	46	  
	 SECTION 807.
	  	 Limitation on Suits.
	  	 	46	  
	 SECTION 808.
	  	 Unconditional Right of Holders to Receive Principal, Premium and Interest.
	  	 	47	  
	 SECTION 809.
	  	 Restoration of Rights and Remedies.
	  	 	47	  
	 SECTION 810.
	  	 Rights and Remedies Cumulative.
	  	 	47	  
	 SECTION 811.
	  	 Delay or Omission Not Waiver.
	  	 	47	  
	 SECTION 812.
	  	 Control by Holders of Securities.
	  	 	47	  
	 SECTION 813.
	  	 Waiver of Past Defaults.
	  	 	48	  
	 SECTION 814.
	  	 Undertaking for Costs.
	  	 	48	  
	 SECTION 815.
	  	 Waiver of Usury, Stay or Extension Laws.
	  	 	49	  
		
	 ARTICLE NINE The Trustee
	  	 	49	  
			
	 SECTION 901.
	  	 Certain Duties and Responsibilities.
	  	 	49	  
	 SECTION 902.
	  	 Notice of Defaults.
	  	 	50	  
	 SECTION 903.
	  	 Certain Rights of Trustee.
	  	 	50	  
	 SECTION 904.
	  	 Not Responsible for Recitals or Issuance of Securities.
	  	 	52	  
	 SECTION 905.
	  	 May Hold Securities.
	  	 	52	  


  
 ii 









							
	 SECTION 906.
	  	 Money Held in Trust.
	  	 	52	  
	 SECTION 907.
	  	 Compensation and Reimbursement.
	  	 	52	  
	 SECTION 908.
	  	 Disqualification; Conflicting Interests.
	  	 	53	  
	 SECTION 909.
	  	 Corporate Trustee Required; Eligibility.
	  	 	54	  
	 SECTION 910.
	  	 Resignation and Removal; Appointment of Successor.
	  	 	54	  
	 SECTION 911.
	  	 Acceptance of Appointment by Successor.
	  	 	56	  
	 SECTION 912.
	  	 Merger, Conversion, Consolidation or Succession to Business.
	  	 	57	  
	 SECTION 913.
	  	 Preferential Collection of Claims Against Company.
	  	 	57	  
	 SECTION 914.
	  	 Co-trustees and Separate Trustees.
	  	 	57	  
	 SECTION 915.
	  	 Appointment of Authenticating Agent.
	  	 	58	  
		
	 ARTICLE TEN Holders’ Lists and Reports by Trustee, Company
	  	 	60	  
			
	 SECTION 1001.
	  	 Lists of Holders.
	  	 	60	  
	 SECTION 1002.
	  	 Reports by Trustee, Company.
	  	 	60	  
		
	 ARTICLE ELEVEN Consolidation, Merger, Conveyance or Other Transfer
	  	 	61	  
			
	 SECTION 1101.
	  	 Company May Consolidate, etc., Only on Certain Terms.
	  	 	61	  
	 SECTION 1102.
	  	 Successor Entity Substituted.
	  	 	61	  
	 SECTION 1103.
	  	 Limitation.
	  	 	61	  
		
	 ARTICLE TWELVE Supplemental Indentures
	  	 	62	  
			
	 SECTION 1201.
	  	 Supplemental Indentures Without Consent of Holders.
	  	 	62	  
	 SECTION 1202.
	  	 Supplemental Indentures With Consent of Holders.
	  	 	64	  
	 SECTION 1203.
	  	 Execution of Supplemental Indentures.
	  	 	65	  
	 SECTION 1204.
	  	 Effect of Supplemental Indentures.
	  	 	65	  
	 SECTION 1205.
	  	 Conformity With Trust Indenture Act.
	  	 	65	  
	 SECTION 1206.
	  	 Reference in Securities to Supplemental Indentures.
	  	 	65	  
	 SECTION 1207.
	  	 Modification Without Supplemental Indenture.
	  	 	66	  
		
	 ARTICLE THIRTEEN Meetings of Holders; Action Without Meeting
	  	 	66	  
			
	 SECTION 1301.
	  	 Purposes for Which Meetings May Be Called.
	  	 	66	  
	 SECTION 1302.
	  	 Call, Notice and Place of Meetings.
	  	 	66	  
	 SECTION 1303.
	  	 Persons Entitled to Vote at Meetings.
	  	 	67	  
	 SECTION 1304.
	  	 Quorum; Action.
	  	 	67	  
	 SECTION 1305.
	  	 Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings.
	  	 	68	  
	 SECTION 1306.
	  	 Counting Votes and Recording Action of Meetings.
	  	 	69	  
	 SECTION 1307.
	  	 Action Without Meeting.
	  	 	69	  
		
	 ARTICLE FOURTEEN RESERVED
	  	 	69	  
		
	 ARTICLE FIFTEEN Subordination of Securities
	  	 	69	  
			
	 SECTION 1501.
	  	 Securities Subordinate to Senior Indebtedness of the Company.
	  	 	69	  
	 SECTION 1502.
	  	 Payment Over of Proceeds of Securities.
	  	 	70	  
	 SECTION 1503.
	  	 Disputes with Holders of Certain Senior Indebtedness of the Company.
	  	 	71	  


  
 iii 









							
	 SECTION 1504.
	  	 Subrogation.
	  	 	72	  
	 SECTION 1505.
	  	 Obligation of the Company Unconditional.
	  	 	72	  
	 SECTION 1506.
	  	 Priority of Senior Indebtedness of the Company Upon Maturity.
	  	 	73	  
	 SECTION 1507.
	  	 Trustee as Holder of Senior Indebtedness of the Company; Preservation of Trustee’ Rights.
	  	 	73	  
	 SECTION 1508.
	  	 Notice to Trustee to Effectuate Subordination.
	  	 	74	  
	 SECTION 1509.
	  	 Modification, Extension, etc. of Senior Indebtedness of the Company.
	  	 	74	  
	 SECTION 1510.
	  	 Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness of the Company.
	  	 	74	  
	 SECTION 1511.
	  	 Paying Agents Other Than the Trustee.
	  	 	75	  
	 SECTION 1512.
	  	 Rights of Holders of Senior Indebtedness of the Company Not Impaired.
	  	 	75	  
	 SECTION 1513.
	  	 Effect of Subordination Provisions; Termination.
	  	 	75	  
		
	 ARTICLE SIXTEEN Immunity of Incorporators, Stockholders, Officers and Directors
	  	 	75	  
			
	 SECTION 1601.
	  	 Liability Solely Corporate.
	  	 	75	  


  
 iv 








   

Reconciliation and tie between Trust Indenture Act of 1939 

and Indenture, dated as of                      

 

					
	 Trust Indenture Act Section
	  	 Indenture Section

	 Section 310
	  	 (a)(1)
	  	 909

		  	 (a)(2)
	  	 909

		  	 (a)(3)
	  	 914(b)

		  	 (a)(4)
	  	 Not Applicable

		  	 (b)
	  	 908

		  		  	 910

	 Section 311
	  	 (a)
	  	 913

		  	 (b)
	  	 913

		  	 (c)
	  	 913

	 Section 312
	  	 (a)
	  	 1001

		  	 (b)
	  	 1001

		  	 (c)
	  	 1001

	 Section 313
	  	 (a)
	  	 1002

		  	 (b)
	  	 1002

		  	 (c)
	  	 1002

		  	 (d)
	  	 1002

	 Section 314
	  	 (a)
	  	 1002

		  	 (a)(4)
	  	 606

		  	 (b)
	  	 Not Applicable

		  	 (c)(1)
	  	 102

		  	 (c)(2)
	  	 102

		  	 (c)(3)
	  	 Not Applicable

		  	 (d)
	  	 Not Applicable

		  	 (e)
	  	 102

	 Section 315
	  	 (a)
	  	 901

		  		  	 903

		  	 (b)
	  	 902

		  	 (c)
	  	 901

		  	 (d)
	  	 901

		  	 (e)
	  	 814

	 Section 316
	  	 (a)
	  	 812

		  		  	 813

		  	 (a)(1)(A)
	  	 802

		  		  	 812

		  	 (a)(1)(B)
	  	 813

		  	 (a)(2)
	  	 Not Applicable

		  	 (b)
	  	 808

	 Section 317
	  	 (a)(1)
	  	 803

		  	 (a)(2)
	  	 804

		  	 (b)
	  	 603

	 Section 318
	  	 (a)
	  	 107


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

  
 v 








 SUBORDINATED INDENTURE 

, dated as of
                    , among Exelon Corporation, a corporation duly organized and existing under the laws of
                    (herein called the “Company”), having its principal office at
                    , and                     , a
             having its designated corporate trust office at                     , as
Trustee (herein called the “Trustee”). 
 RECITAL OF THE COMPANY 

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of
its unsecured subordinated debentures, notes or other evidences of indebtedness (herein called the “Securities”), in an unlimited aggregate principal amount to be issued in one or more series as contemplated herein; and all acts necessary
to make this Indenture a valid agreement of the Company, in accordance with its terms, have been performed and all acts necessary to make this Indenture a valid agreement of the Company have been performed. 

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires,
capitalized terms used herein shall have the meanings assigned to them in Article One of this Indenture. 
 NOW, THEREFORE, THIS INDENTURE
WITNESSETH: 
 For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows: 

ARTICLE ONE 
 Definitions and Other
Provisions of General Application 
  

	SECTION 101.	Definitions. 

 For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires: 
 (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 terms used herein without
definition 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 in the United States, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States at the date of such computation or, at the election of the Company from time to time, at the date of the execution 







 
and delivery of this Indenture; provided, however, that in determining generally accepted accounting principles applicable to the Company, the Company shall, to the extent required, conform to
any order, rule or regulation of any administrative agency, regulatory authority or other governmental body having jurisdiction over the Company; 

(d) 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; and 
 (e) 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. 

Certain terms, used principally in Article Nine, are defined in that Article. 

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

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

“Authenticating Agent” 
 means any
Person (other than the Company or an Affiliate of the Company) authorized by the Trustee pursuant to Section 915 to act on behalf of the Trustee to authenticate one or more series of Securities. 

“Authorized Officer” 
 means the
Chairman of the Board, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary or any other officer or agent of the Company, as the case requires, duly authorized by their respective Board of
Directors to act in respect of matters relating to this Indenture. 
 “Board of Directors” 

means the board of directors of the Company, or any committee of that board duly authorized to act in respect of matters relating to this
Indenture, or the equivalent governing body of an entity, or any committee, corporation, individual or group of individuals duly authorized to act for such entity in respect of matters relating to this Indenture. 

  
 2 








 “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 of the Company, and to be in full force and effect on the date of such certification, and delivered to the Trustee. 
 “Business Day,”

 when used with respect to a Place of Payment or any other particular location specified in the Securities or this Indenture, means any
day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies in such Place of Payment or other location are generally authorized or required by law, regulation or executive order to remain closed, except
as may be otherwise specified as contemplated by Section 301. 
 “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
date of execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body, if any, 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. 

“Company Request” or “Company Order” 

means a written request or order signed in the name of the Company by an Authorized Officer and delivered to the Trustee. 

“Corporate Trust Office” 
 means the
designated corporate trust office of the Trustee at which, at any particular time, its corporate trust business shall be administered, which office at the date hereof is located at Attention: Corporate Trust Administration, or such other address as
the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the
Holders and the Company). 
 “Corporation” 

means a corporation, association, bank, company, limited liability company, joint stock company, statutory trust, or other business entity, and
references to “corporate” and other derivations of “corporation” herein shall be deemed to include appropriate derivations of such entities. 

  
 3 








 “Defaulted Interest” 

has the meaning specified in Section 307. 

“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 802. The term “interest” with respect to a Discount
Security means interest, if any, borne by such Security at a Stated Interest Rate. 
 “Dollar” or “$” 

means a dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for the payment of
public and private debts. 
 “Eligible Obligations” 

means: 
 (a) with
respect to Securities denominated in Dollars, Government Obligations; or 
 (b) with respect to Securities denominated in a
currency other than Dollars or in a composite currency, such other obligations or instruments as shall be specified with respect to such Securities, as contemplated by Section 301. 

“Event of Default” 
 has the meaning
specified in Section 801. 
 “Exchange Act” 

means the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time, or any successor
legislation. 
 “Governmental Authority” 

means the government of the United States or of any State or Territory thereof or of the District of Columbia or of any county, municipality or
other political subdivision of any of the foregoing, or any department, agency, authority or other instrumentality of any of the foregoing. 

“Government Obligations” 
 means: 

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United
States and entitled to the benefit of the full faith and credit thereof; and 

  
 4 








 (b) certificates, depositary receipts or other instruments which evidence a
direct ownership interest in obligations described in clause (a) above or in any specific interest or principal payments due in respect thereof; provided, however, that the custodian of such obligations or specific interest or principal
payments shall be a bank or trust company (which may include the Trustee or any Paying Agent) subject to Federal or state supervision or examination with a combined capital and surplus of at least $50,000,000; and provided, further, that except as
may be otherwise required by law, such custodian shall be obligated to pay to the holders of such certificates, depositary receipts or other instruments the full amount received by such custodian in respect of such obligations or specific payments
and shall not be permitted to make any deduction therefrom. 
 “Holder” 

means a Person in whose name a Security is registered in the Security Register. 

“Indenture” 
 means this instrument as
originally executed and delivered and as it may from time to time be supplemented or amended by one or more indentures or other instruments supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of
this instrument and any such supplemental indenture or other instrument, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Indenture and any such supplemental indenture or such other instrument, respectively.
The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 301. 

“Interest Payment Date,” 
 when used
with respect to any Security, means the Stated Maturity of an installment of interest on such Security. 
 “Maturity,” 

when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and
payable as provided in such Security or in this Indenture, whether at the Stated Maturity, by declaration of acceleration, upon call for redemption or otherwise. 

“Notice of Default” 
 means a written
notice of the kind specified in Section 801(c). 
 “Officer’s Certificate” 

means a certificate signed by an Authorized Officer of the Company and delivered to the Trustee. 

  
 5 








 “Opinion of Counsel” 

means a written opinion of counsel, who may be counsel for the Company or an Affiliate of the Company, or an employee of any thereof, and who
shall be reasonably acceptable to the Trustee. 
 “Outstanding,” 

when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this
Indenture, except: 
 (a) Securities theretofore canceled or delivered to the Security Registrar for cancellation; 

(b) Securities deemed to have been paid for all purposes of this Indenture in accordance with Section 701 (whether or not
the Company’s indebtedness in respect thereof shall be satisfied and discharged for any other purpose); and 
 (c)
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 and the Company that such Securities are held by a bona fide purchaser or purchasers in whose hands such Securities are valid obligations of the Company; 

provided, however, that in determining whether or not the Holders of the requisite principal amount of the Securities Outstanding under this
Indenture, or the Outstanding Securities of any series or Tranche, have given any request, demand, authorization, direction, notice, consent or waiver hereunder or whether or not a quorum is present at a meeting of Holders of Securities, 

(x) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other
obligor (unless the Company, such Affiliate or such obligor owns all Securities Outstanding under this Indenture, or all Outstanding Securities of each such series and each such Tranche, as the case may be, determined without regard to this clause
(x)) shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver or upon any such
determination as to the presence of a quorum, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded; provided, however, that 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; 
 (y) the principal amount of a Discount Security that shall be deemed to
be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 802; and 

  
 6 








 (z) the principal amount of any Security which is denominated in a currency other
than Dollars or in a composite currency that shall be deemed to be Outstanding for such purposes shall be the amount of Dollars which could have been purchased by the principal amount (or, in the case of a Discount Security, the Dollar equivalent on
the date determined as set forth below of the amount determined as provided in (y) above) of such currency or composite currency evidenced by such Security, in each such case certified to the Trustee in an Officer’s Certificate of the
Company, based (i) on the average of the mean of the buying and selling spot rates quoted by three banks which are members of the New York Clearing House Association selected by the Company in effect at 11:00 A.M. (New York time) in The City of
New York on the fifth Business Day preceding any such determination or (ii) if on such fifth Business Day it shall not be possible or practicable to obtain such quotations from such three banks, on such other quotations or alternative methods
of determination which shall be as consistent as practicable with the method set forth in (i) above; 
 provided, further, that, in the
case of any Security the principal of which is payable from time to time without presentment or surrender, the principal amount of such Security that shall be deemed to be Outstanding at any time for all purposes of this Indenture shall be the
original principal amount thereof less the aggregate amount of principal thereof theretofore paid. 
 “Pari Passu Securities” 

means (i) indebtedness and other securities that, among other things, by its terms ranks equally with the Securities of any series in
right of payment and upon liquidation; (ii) guarantees of indebtedness or other securities described in clause (i), and (iii) trade accounts payable and accrued liabilities arising in the ordinary course of business of the Company, with
respect to the Securities of any series. 
 “Paying Agent” 

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

means an offering of Securities of a series from time to time any or all of the specific terms of which Securities, including without
limitation the rate or rates of interest or formula for determining the rate or rates of interest, if any, thereon, the Stated Maturity or Maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the
Company or its agents upon the issuance of such Securities. 
 “Person” 

means a legal person, including any individual, Corporation, estate, partnership, joint venture, unincorporated association or government, or
any agency or political subdivision thereof or any other entity of whatever nature. 

  
 7 








 “Place of Payment,” 

when used with respect to the Securities of any series, or any Tranche thereof, means the place or places, specified as contemplated by
Section 301, at which, subject to Section 602, principal of and premium, if any, and interest, if any, on the Securities of such series or Tranche are payable. 

“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 the extent lawful) to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 

“Redemption Date,” 
 when used with
respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. 
 “Redemption Price,” 

when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. 

“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. 

“Required Currency” 
 has the meaning
specified in Section 311. 
 “Responsible Officer,” 

when used with respect to the Trustee, means any vice-president, any assistant vice-president, any assistant secretary, any assistant
treasurer, any trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 

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

  
 8 








 “Securities Act” 

means the Securities Act of 1933, and the rules and regulations promulgated thereunder, as amended from time to time, or any successor
legislation. 
 “Security Register” and “Security Registrar” 

have the respective meanings specified in Section 305. 

“Senior Indebtedness” 
 means all of
the Company’s obligations, as the case may be, whether presently existing or from time to time hereafter incurred, created, assumed or existing, to pay principal, premium, interest, penalties, fees and any other payment in respect of any of the
following: 
 (a) obligations for borrowed money, including without limitation, such obligations as are evidenced by credit
agreements, notes, debentures, bonds or other securities or instruments; 
 (b) capitalized lease obligations; 

(c) all obligations of the types referred to in clauses (a) and (b) above of others which the Company has assumed,
endorsed, guaranteed, contingently agreed to purchase or provide funds for the payment of, or otherwise becomes liable for, under any agreement; or 

(d) all renewals, extensions or refundings of obligations of the kinds described in any of the preceding categories. 

unless, in the case of any particular obligation, indebtedness, renewal, extension or refunding, the instrument creating or evidencing the
same or the assumption or guarantee of the same expressly provides that such obligation, indebtedness, renewal, extension or refunding is not superior in right of payment to or is pari passu with the Securities; and provided further that trade
accounts payable and accrued liabilities arising in the ordinary course of business shall not be deemed to be Senior Indebtedness. 
 “Special Record
Date” 
 for the payment of any Defaulted Interest on the Securities of any series means a date fixed by the Trustee pursuant to
Section 307. 
 “Stated Interest Rate” 

means a rate (whether fixed or variable) at which an obligation by its terms is stated to bear simple interest. Any calculation or other
determination to be made under this Indenture by reference to the Stated Interest Rate on a Security shall be made without regard to the effective interest cost to the Company of such Security and without regard to the Stated Interest Rate on, or
the effective cost to the Company of, any other indebtedness in respect of which the Company’s obligations are evidenced or secured in whole or in part by such Security. 

  
 9 








 “Stated Maturity,” 

when used with respect to any Security or any obligation or any installment of principal thereof or interest thereon, means the date on which
the principal of such obligation or such installment of principal or interest is stated in such Security to be due and payable (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension). 

“Tranche” 
 means a group of Securities
which (a) are of the same series and (b) have identical terms except as to principal amount and/or date of issuance. 
 “Trust Indenture
Act” 
 means, as of any time, the Trust Indenture Act of 1939, as amended, or any successor statute, as in effect at such time. 

“Trustee” 
 means the Person named as
the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such with respect to one or more series of Securities pursuant to the applicable provisions of this Indenture, and thereafter
“Trustee” shall mean 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. 
 “United States” 

means the United States of America, its Territories, its possessions and other areas subject to its political jurisdiction. 

 

	SECTION 102.	Compliance Certificates and Opinions. 

 Except as otherwise expressly
provided in this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall each, furnish to the Trustee an Officer’s Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied
with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate
or opinion need be furnished. 
 Every certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include: 
 (a) a statement that each Person signing such certificate or opinion has
read such covenant or condition and the definitions herein relating thereto; 

  
 10 








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

(d) a statement as to whether, in the opinion of each such Person, 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 such
Officer’s Certificate or opinion are 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 (i) any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, or (ii) two or more Persons are each required to make, give or execute any such application, request, consent, certificate,
statement, opinion or other instrument under this Indenture, any such applications, requests, consents, certificates, statements, opinions or other instruments may, but need not, be consolidated and form one instrument. 

Whenever, subsequent to the receipt by the Trustee of any Board Resolution, Officer’s Certificate, Opinion of Counsel or
other document or instrument, a clerical, typographical or other inadvertent or unintentional error or omission shall be discovered therein, a new document or instrument may be substituted therefor in corrected form with the same force and effect as
if originally filed in the corrected form and, irrespective of the date or dates of the actual execution and/or delivery thereof, such substitute document or instrument shall be deemed to have been executed and/or delivered as of the date or dates
required with respect to the document or instrument for which it is substituted. Anything in this Indenture to the contrary notwithstanding, if any such corrective document or instrument indicates that action has been taken by or at the request of
the Company, which could not have been taken had the original document or 

  
 11 








 
instrument not contained such error or omission, the action so taken shall not be invalidated or otherwise rendered ineffective but shall be and remain in full force and effect, except to the
extent that such action was a result of willful misconduct or bad faith. Without limiting the generality of the foregoing, any Securities issued under the authority of such defective document or instrument shall nevertheless be the valid obligations
of the Company entitled to the benefits of this Indenture equally and ratably with all other Outstanding Securities, except as aforesaid. 
  

	SECTION 104.	Acts of Holders. 

 (a) Any request, demand, authorization, direction,
notice, consent, election, waiver or other action provided by this Indenture to be made, given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an
agent duly appointed in writing or, alternatively, may be embodied in and evidenced by the record of Holders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders duly called and held in
accordance with the provisions of Article Thirteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments and so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any
purpose of this Indenture and (subject to Section 901) conclusive in favor of the Trustee, the Company, if made in the manner provided in this Section. The record of any meeting of Holders shall be proved in the manner provided in
Section 1306. 
 (b) The fact and date of the execution by any Person of any such instrument or writing may be proved
by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the
execution thereof or may be proved in any other manner which the Trustee and the Company deem sufficient. 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. 
 (c) The principal amount (except as otherwise contemplated in clause
(y) of the first proviso to the definition of Outstanding) and serial numbers of Securities held by any Person, and the date of holding the same, shall be proved by the Security Register; 

(d) Any request, demand, authorization, direction, notice, consent, election, waiver or other Act of a 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, the Company in reliance thereon, whether or not notation of such action is made upon such Security. 
 (e) Until
such time as written instruments shall have been delivered to the Trustee with respect to the requisite percentage of principal amount of Securities for the action 

  
 12 








 
contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Holder may be revoked with respect to any or all of such Securities by written notice by such
Holder or any subsequent Holder, proven in the manner in which such instrument was proven. 
 (f) Securities of any series,
or any Tranche thereof, authenticated and delivered after any Act of Holders may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any action taken by such Act of Holders. If the Company shall so determine,
new Securities of any series, or any Tranche thereof, so modified as to conform, in the opinion of the Trustee and the Company, to such action may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series or Tranche. 
 (g) If the Company shall solicit from Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by Company Order fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have any obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of the Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of the record date. Any such Act, given as aforesaid, shall be effective whether or not the
Holders which authorized or agreed or consented to such Act remain Holders after such record date and whether or not the Securities held by such Holders remain Outstanding after such record date. 

 

	SECTION 105.	Notices, etc. to Trustee, Company. 

 Any request, demand, authorization,
direction, notice, consent, election, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, the Trustee by any Holder or by the Company, or 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 delivered personally to an officer or other responsible employee of the addressee, or transmitted by facsimile
transmission or other direct written electronic means to such telephone number or other electronic communications address as the parties hereto shall from time to time designate, or transmitted by registered mail, charges prepaid, to the applicable
address set opposite such party’s name below or to such other address as such party hereto may from time to time designate: 

If to the Trustee, to: 

Attention: 

Telephone: (        )
                     

Facsimile: (        )
                     

  
 13 








 With a copy to: 

Attention: 

Telephone: (        )
                     

Facsimile: (        )
                     

If to the Company, to: 

Attention: 

Telephone: (        )
                     

Facsimile: (        )
                     

Any communication contemplated herein shall be deemed to have been made, given, furnished and filed if personally delivered,
on the date of delivery, if transmitted by facsimile transmission or other direct written electronic means, on the date of transmission, and if transmitted by registered mail, on the date of receipt. 

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

  
 14 








 Notwithstanding anything to the contrary contained herein, as long as the
Securities are in the form of a global security, notice to the Holders may be made electronically in accordance with procedures of the depositary. 
  

	SECTION 106.	Notice to Holders of Securities; Waiver. 

 Except as otherwise expressly
provided herein, where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given, and shall be deemed given, to Holders if in writing and mailed, first-class postage prepaid, to each Holder affected by such
event, at the address of such Holder as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. 

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 to Holders by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. 

Any notice required by this Indenture may be waived in writing by the Person entitled to receive such notice, either before or
after the event otherwise to be specified therein, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver. 
  

	SECTION 107.	Conflict with Trust Indenture Act. 

 If any provision of this Indenture
limits, qualifies or conflicts with another provision hereof which is required or deemed to be included in this Indenture by, or is otherwise governed by, any of the provisions of the Trust Indenture Act, such other provision shall control; and if
any provision hereof otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act shall control. 
  

	SECTION 108.	Effect of Headings and Table of Contents. 

 The Article and Section
headings in this Indenture 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 and Trustee shall bind their respective successors and assigns, whether so expressed or not. 
  

	SECTION 110.	Separability Clause. 

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

  
 15 









	SECTION 111.	Benefits of Indenture. 

 Nothing in this Indenture or the Securities,
express or implied, shall give to any Person, other than the parties hereto, their successors hereunder, the Holders and, so long as the notice described in Section 1513 hereof has not been given, the holders of Senior Indebtedness, 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 Commonwealth of Pennsylvania, without regard to conflict of laws principles thereunder, except to the extent that the law of any other jurisdiction shall be mandatorily applicable. 

 

	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 in Securities of any series, or any Tranche thereof,
or in an indenture supplemental hereto, or in the Board Resolution or Officer’s Certificate which establishes the terms of the Securities of such series or Tranche, 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, except that if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect, and in the same amount, as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as
the case may be, to such Business Day. 
  

	SECTION 114.	Waiver of Jury Trial. 

 EACH OF THE COMPANY AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY. 

 

	SECTION 115.	FATCA. 

 In order to comply with applicable tax laws, rules and
regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”) a foreign financial institution, issuer, trustee, paying agent, holder or other
institution is or has agreed to be subject to related to the Indenture, the Company and Guarantors agree (i) to provide to [The Bank of New York Mellon Trust Company, N.A.] sufficient information about holders or other applicable parties and/or
transactions (including any 

  
 16 








 
modification to the terms of such transactions) so [The Bank of New York Mellon Trust Company, N.A.] can determine whether it has tax related obligations under Applicable Law, (ii) that [The
Bank of New York Mellon Trust Company, N.A.] shall be entitled to make any withholding or deduction from payments under the Indenture to the extent necessary to comply with Applicable Law for which [The Bank of New York Mellon Trust Company, N.A.]
shall not have any liability, and (iii) to hold harmless [The Bank of New York Mellon Trust Company, N.A.] for any losses it may suffer due to the actions it takes to comply with such Applicable Law. The terms of this section shall survive
the termination of this Indenture. 
 ARTICLE TWO 

Security Forms 
  

	SECTION 201.	Forms Generally. 

 The definitive Securities of each series shall be in
substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer’s Certificate pursuant to such supplemental indenture or Board
Resolution, in each case with such appropriate terms, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form or
forms of Securities of any series are established in a Board Resolution or in an Officer’s Certificate pursuant to a Board Resolution, such Board Resolution and Officer’s Certificate, if any, shall be delivered to the Trustee at or prior
to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. 

Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in
registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. 

 

	SECTION 202.	Form of Trustee’s Certificate of Authentication. 

 The
Trustee’s certificate of authentication shall be in substantially the form set forth below: 
 This is one of the Securities of the
series designated therein referred to in the within-mentioned Indenture. 
  

							
	 Dated:
	 		 	                     , as Trustee

				
		 		 	 By:
	 	  

		 		 		 	 Authorized Signatory



  
 17 








 ARTICLE THREE 

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. Subject to the last paragraph of this Section, prior to the authentication and delivery of Securities of any series there shall be established by specification in a supplemental indenture or in a Board Resolution of the Company,
or in an Officer’s Certificate of the Company (which need not comply with Section 102) pursuant to a supplemental indenture or a Board Resolution: 

(a) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of all
other series); 
 (b) any limit upon the aggregate principal amount of the Securities of such series which may be
authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 304, 305, 306, 406 or
1206 and, except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); 

(c) the Person or Persons (without specific identification) to whom interest on Securities of such series, or any Tranche
thereof, shall be payable on any Interest Payment Date, if other than the Persons in whose names such Securities (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest; 

(d) the date or dates on which the principal of the Securities of such series or any Tranche thereof, is payable or any
formulary or other method or other means by which such date or dates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise (without regard to any provisions for redemption,
prepayment, acceleration, purchase or extension); 
 (e) the rate or rates at which the Securities of such series, or any
Tranche thereof, shall bear interest, if any (including the rate or rates at which overdue principal shall bear interest, if different from the rate or rates at which such Securities shall bear interest prior to Maturity, and, if applicable, the
rate or rates at which overdue premium or interest, or interest deferred as contemplated in Section 312 shall bear interest, if any), or any formulary or other method or other means by which such rate or rates shall be determined, by reference
to an index or other fact or event ascertainable outside of this Indenture or otherwise; the date or dates from which such interest shall accrue; the Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if any,
for the interest payable on such Securities on any Interest Payment Date; the right of the Company, if any, to extend the interest payment periods and the duration of any such extension, and the consequences thereof, as contemplated by
Section 312; and the basis of computation of interest, if other than as provided in Section 310; 

  
 18 








 (f) the place or places at which or methods (if other than as provided elsewhere
in this Indenture) by which (1) the principal of and premium, if any, and interest, if any, on Securities of such series, or any Tranche thereof, shall be payable, (2) registration of transfer of Securities of such series, or any Tranche
thereof, may be effected, (3) exchanges of Securities of such series, or any Tranche thereof, may be effected and (4) notices and demands to or upon the Company in respect of the Securities of such series, or any Tranche thereof, and this
Indenture may be served; the Security Registrar and any Paying Agent or Agents for such series or Tranche; and if such is the case, that the principal of such Securities shall be payable without presentment or surrender thereof; 

(g) the period or periods within which, or the date or dates on which, the price or prices at which and the terms and
conditions upon which the Securities of such series, or any Tranche thereof, may be redeemed, in whole or in part, at the option of the Company and any restrictions on such redemptions, including but not limited to a restriction on a partial
redemption by the Company of the Securities of any series, or any Tranche thereof, resulting in delisting of such Securities from any national exchange, the Nasdaq national market or such other interdealer quotation system or self-regulatory
organization upon which Securities are listed or traded; 
 (h) the obligation or obligations, if any, of the Company to
redeem or purchase or repay the Securities of such series, or any Tranche thereof, pursuant to any sinking fund or other mandatory redemption provisions or at the option of a Holder thereof and the period or periods within which or the date or dates
on which, the price or prices at which and the terms and conditions upon which such Securities shall be redeemed or purchased or repaid, in whole or in part, pursuant to such obligation, and applicable exceptions to the requirements of
Section 404 in the case of mandatory redemption or redemption or repayment at the option of the Holder; 
 (i) the
denominations in which Securities of such series, or any Tranche thereof, shall be issuable if other than denominations of $25 and any integral multiple thereof; 

(j) the currency or currencies, including composite currencies, in which payment of the principal of and premium, if any, and
interest, if any, on the Securities of such series, or any Tranche thereof, shall be payable (if other than in Dollars) and the manner in which the equivalent of the principal amount thereof in Dollars is to be determined for any purpose, including
for the purpose of determining the principal amount deemed to be Outstanding at any time; 
 (k) if the principal of or
premium, if any, or interest, if any, on the Securities of such series, or any Tranche thereof, are to be payable, at the election of the Company or a Holder thereof, in a coin or currency other than that in which the Securities are stated to be
payable, the period or periods within which, and the terms and conditions upon which, such election may be made; 
 (l) if
the principal of or premium, if any, or interest, if any, on the Securities of such series, or any Tranche thereof, are to be payable, or are to be payable at the election of the Company or a Holder thereof, in securities or other property, the type
and amount of such securities or other property, or the formulary or other method or other means by which such amount shall be determined, and the period or periods within which, and the terms and conditions upon which, any such election may be
made; 

  
 19 








 (m) if the amount payable in respect of principal of or premium, if any, or
interest, if any, on the Securities of such series, or any Tranche thereof, may be determined with reference to an index or other fact or event ascertainable outside of this Indenture, the manner in which such amounts shall be determined to the
extent not established pursuant to clause (e) of this paragraph; 
 (n) if other than the entire principal amount
thereof, the portion of the principal amount of Securities of such series, or any Tranche thereof, which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 802; 

(o) any Events of Default, in addition to those specified in Section 801, or any exceptions to those specified in
Section 801 with respect to the Securities of such series, and any covenants of the Company for the benefit of the Holders of the Securities of such series, or any Tranche thereof, in addition to those set forth in Article Six, or any
exceptions to those set forth in Article Six, and in Article Fourteen; 
 (p) the terms, if any, pursuant to which the
Securities of such series, or any Tranche thereof, may be converted into or exchanged for shares of capital stock or other securities of the Company or any other Person; 

(q) the obligations or instruments, if any, which shall be considered to be Eligible Obligations in respect of the Securities
of such series, or any Tranche thereof, denominated in a currency other than Dollars or in a composite currency, and any additional or alternative provisions for the reinstatement of the Company’s indebtedness in respect of such Securities
after the satisfaction and discharge thereof as provided in Sections 701 and 702 (or any exceptions to those set forth in Sections 701 and 702); 

(r) if the Securities of such series, or any Tranche thereof, are to be issued in global form, (i) any limitations on the
rights of the Holder or Holders of such Securities to transfer or exchange the same or to obtain the registration of transfer thereof, (ii) any limitations on the rights of the Holder or Holders thereof to obtain certificates therefor in
definitive form in lieu of global form and (iii) any and all other matters incidental to such Securities; 
 (s) if the
Securities of such series, or any Tranche thereof, are to be issuable as bearer securities, any and all matters incidental thereto which are not specifically addressed in a supplemental indenture as contemplated by clause (g) of
Section 1201; 
 (t) to the extent not established pursuant to clause (r) of this paragraph, any limitations on
the rights of the Holders of the Securities of such Series, or any Tranche thereof, to transfer or exchange such Securities or to obtain the registration of transfer thereof; and if a service charge will be made for the registration of transfer or
exchange of Securities of such series, or any Tranche thereof, the amount or terms thereof; 
 (u) any exceptions to
Section 113, or variation in the definition of Business Day, with respect to the Securities of such series, or any Tranche thereof; 

  
 20 








 (v) any variation in the definition of Pari Passu Securities, with respect to the
Securities of such series, or any Tranche thereof; 
 (w) any collateral security, assurance or guarantee for the Securities
of such series, or any Tranche thereof; and 
 (x) any other terms of the Securities of such series, or any Tranche thereof,
not inconsistent with the provisions of this Indenture. 
 With respect to Securities of a series subject to a Periodic
Offering, the indenture supplemental hereto or the Board Resolution which establishes such series, or the Officer’s Certificate pursuant to such supplemental indenture or Board Resolution, as the case may be, may provide general terms or
parameters for Securities of such series and provide either that the specific terms of Securities of such series, or any Tranche thereof, shall be specified in a Company Order or that such terms shall be determined by the Company or its agents in
accordance with procedures specified in a Company Order as contemplated by clause (b) of Section 303. 
 All
Securities of any one series shall be substantially identical, except as to principal amount and date of issue and except as may be set forth in the terms of such series as contemplated above. The Securities of each series shall be subordinated in
right of payment to Senior Indebtedness of the Company as provided in Article Fifteen. 
 Unless otherwise provided with
respect to a series of Securities as contemplated in Section 301(b), the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount
authorized with respect to such series as increased. 
  

	SECTION 302.	Denominations. 

 Unless otherwise provided as contemplated by
Section 301 with respect to any series of Securities, or any Tranche thereof, the Securities of each series shall be issuable in denominations of $25 and any integral multiple thereof. 

 

	SECTION 303.	Execution, Authentication, Delivery and Dating. 

 Unless otherwise
provided as contemplated by Section 301 with respect to any series of Securities, or any Tranche thereof, the Securities shall be executed on behalf of the Company by an Authorized Officer of the Company and may have the corporate seal of the
Company affixed thereto or reproduced thereon and attested by any other Authorized Officer of the Company. The signature of any or all of these officers on the Securities may be manual or facsimile. 

Securities bearing the manual or facsimile signatures of individuals who were at the time of execution Authorized 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. 

  
 21 








 The Trustee shall authenticate and deliver Securities of a series, for original
issue, at one time or from time to time in accordance with the Company Order referred to below, upon receipt by the Trustee of: 

(a) the instrument or instruments establishing the form or forms and terms of the Securities of such series, as provided in
Sections 201 and 301; 
 (b) a Company Order requesting the authentication and delivery of such Securities and to the extent
that the terms of such Securities shall not have been established in an indenture supplemental hereto or in a Board Resolution, or in an Officer’s Certificate pursuant to a supplemental indenture or Board Resolution, all as contemplated by
Sections 201 and 301, either (i) establishing such terms or (ii) in the case of Securities of a series subject to a Periodic Offering, specifying procedures, acceptable to the Trustee, by which such terms are to be established (which
procedures may provide, to the extent acceptable to the Trustee, for authentication and delivery pursuant to oral or electronic instructions from the Company or any agent or agents thereof, which oral instructions are to be promptly confirmed
electronically or in writing), in either case in accordance with the instrument or instruments delivered pursuant to clause (a) above; 

(c) Reserved; 

(d) the Securities of such series, each executed on behalf of the Company by an Authorized Officer of the Company; 

(e) an Opinion of Counsel to the effect that: 

(i) (A) the form or forms of such Securities have been duly authorized by the Company and (B) the form or
forms of the Securities have been established in conformity with the provisions of this Indenture; 
 (ii)
(A) the terms of such Securities have been duly authorized by the Company and (B) the terms of the Securities have been established in conformity with the provisions of this Indenture; and 

(iii) such Securities, when authenticated and delivered by the Trustee and issued and delivered by the Company
in the manner and subject to any conditions specified in such Opinion of Counsel, will have been duly issued under this Indenture and will constitute valid and legally binding obligations of the Company, entitled to the benefits provided by this
Indenture, and enforceable in accordance with their terms, subject, as to enforcement, to laws relating to or affecting generally the enforcement of creditors’ rights, including, without limitation, bankruptcy and insolvency laws and to general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); 

  
 22 








 provided, however, that, with respect to Securities of a series subject to a Periodic Offering,
the Trustee shall be entitled to receive such Opinion of Counsel only once at or prior to the time of the first authentication and delivery of Securities of such series, and that in lieu of the opinions described in clauses (ii) and
(iii) above such Opinion of Counsel may, alternatively, state, respectively, 
 (x) that, when the terms of such
Securities shall have been established pursuant to a Company Order or Orders (acceptable to the Trustee) as may be specified from time to time by a Company Order or Orders, all as contemplated by and in accordance with the instrument or instruments
delivered pursuant to clause (a) above, such terms will have been duly authorized by the Company, and will have been established in conformity with the provisions of this Indenture; and 

(y) that such Securities, when (1) executed by the Company, (2) authenticated and delivered by the Trustee in
accordance with this Indenture, (3) issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel and (4) in the case of Securities, paid for, all as contemplated by and in accordance
with the aforesaid Company Order or Orders, will have been duly issued under this Indenture and will constitute valid and legally binding obligations of the Company, entitled to the benefits provided by the Indenture, and enforceable in accordance
with their terms, subject, as to enforcement, to laws relating to or affecting generally the enforcement of creditors’ rights, including, without limitation, bankruptcy and insolvency laws and to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law). 
 With respect to Securities of a series
subject to a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion
of Counsel and other documents delivered pursuant to Sections 201 and 301 and this Section, as applicable, at or prior to the time of the first authentication of Securities of such series, unless and until such opinion or other documents have been
superseded or revoked or expire by their terms. In connection with the authentication and delivery of Securities of a series, pursuant to a Periodic Offering, the Trustee shall be entitled to assume that the Company’s instructions to
authenticate and deliver such Securities do not violate any applicable law or any applicable rule, regulation or order of any Governmental Authority having jurisdiction over the Company. 

If the forms or terms of the Securities of any series have been established by or pursuant to a Board Resolution or an
Officer’s Certificate as permitted by Sections 201 or 301, the Trustee shall not be required to authenticate such Securities if the issuance of such Securities pursuant to this Indenture will materially or adversely 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. 

Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, or any Tranche
thereof, each Security shall each be dated the date of its authentication. 
 Unless otherwise specified as contemplated by
Section 301 with respect to any series of Securities, or any Tranche thereof, no Security shall be entitled to any benefit under this 

  
 23 








 
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 or
an Authenticating Agent by manual signature of an authorized officer hereof, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is
entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder to the Company, or any Person acting on its behalf, but shall never have been issued and sold by the
Company, and the Company shall deliver such Security to the Security Registrar for cancellation as provided in Section 309 together with a written statement (which need not comply with Section 102 and need not be accompanied by an
Officer’s Certificate and an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, 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 hereof. 
  

	SECTION 304.	Temporary Securities. 

 Pending the preparation of definitive Securities
of any series, or any Tranche thereof, 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, 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; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. 

Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche
thereof, after the preparation of definitive Securities of such series or Tranche, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, for definitive Securities of such series or Tranche
upon surrender of such temporary Securities at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securities. Upon such surrender of temporary Securities, the Company shall, except as
aforesaid, execute and the Trustee shall authenticate and deliver in exchange therefor definitive Securities of the same series and Tranche, of authorized denominations and of like tenor and aggregate principal amount. 

Until exchanged in full as hereinabove provided, temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder. 
  

	SECTION 305.	Registration, Registration of Transfer and Exchange. 

 The Company shall
cause to be kept in each office designated pursuant to Section 602, with respect to the Securities of each series or any Tranche thereof, a register (all registers kept in accordance with this Section being 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 of such series or Tranche and the registration of transfer thereof. The Company shall
designate one Person to maintain the Security Register for the Securities of 

  
 24 








 
each series on a consolidated basis, and such Person is referred to herein, with respect to such series, as the “Security Registrar.” Anything herein to the contrary notwithstanding,
the Company may designate one or more of its offices or an office of any Affiliate as an office in which a register with respect to the Securities of one or more series, or any Tranche or Tranches thereof, shall be maintained, and the Company may
designate itself or any Affiliate as the Security Registrar with respect to one or more of such series. The Security Register shall be open for inspection by the Trustee and the Company at all reasonable times. 

Except as otherwise specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche
thereof, upon surrender for registration of transfer of any Security of such series or Tranche at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such series or Tranche, 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 and Tranche, of authorized denominations and of like tenor and aggregate principal
amount. 
 Except as otherwise specified as contemplated by Section 301 with respect to the Securities of any series,
or any Tranche thereof, any Security of such series or Tranche may be exchanged at the option of the Holder, for one or more new Securities of the same series and Tranche, of authorized denominations and of like tenor and aggregate principal amount,
upon surrender of the Securities to be exchanged at any such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities, which the Holder
making the exchange is entitled to receive. 
 All Securities delivered upon any registration of transfer or exchange of
Securities shall be valid obligations of the Company, evidencing the same obligation, 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, the
Trustee or the Security Registrar) be duly endorsed or shall be accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee or the Security Registrar, as the case may be, duly executed by the Holder thereof or
his attorney duly authorized in writing. 
 Unless otherwise specified as contemplated by Section 301 with respect to
Securities of any series, or any Tranche thereof, 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, 406 or 1206 not involving any transfer. 

The Company shall not be required to execute or to provide for the registration of transfer of or the exchange of
(a) Securities of any series, or any Tranche thereof, during a period of 15 days immediately preceding the date notice is to be given identifying the serial numbers of the Securities of such series or Tranche called for redemption or
(b) any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 

  
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	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 Tranche, 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 (a) evidence to their
satisfaction of the ownership of and the destruction, loss or theft of any Security and (b) such security or indemnity as may be reasonably required by them to save each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security is held by a Person purporting to be the owner of such Security, 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 Tranche, and of like tenor and principal amount, and bearing a number not contemporaneously outstanding. 

Notwithstanding the foregoing, 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 reasonable expenses (including the fees and
expenses of the Trustee) in connection 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 other than the Holder of
such new Security, and any such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such 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. 

 Unless otherwise
specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, 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. 

  
 26 








 Subject to Section 312, 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 related 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 (a) or (b) below: 

(a) 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 date (herein called a “Special Record Date”) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the 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 promptly cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at the address
of such Holder as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted
Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date. 

(b) 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 and Section 305, 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 the 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 absolute owner of such Security for the purpose of receiving payment of principal of
and premium, if any, and (subject to Sections 305 and 307) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company or Trustee or any agent of the Company or the
Trustee shall be affected by notice to the contrary. 

  
 27 









	SECTION 309.	Cancellation by Security Registrar. 

 All Securities surrendered for
payment, redemption, registration of transfer or exchange or credit against any sinking fund payment shall, if surrendered to any Person other than the Security Registrar, be delivered to the Security Registrar and, if not theretofore canceled,
shall be promptly canceled by the Security Registrar. The Company may at any time deliver to the Security Registrar for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever or which the Company shall not have issued and sold, and all Securities so delivered shall be promptly canceled by the Security Registrar. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by the Security Registrar shall be disposed of in accordance with the customary procedures of the Security Registrar as at the time of
disposition shall be in effect, and the Security Registrar shall promptly deliver a certificate of disposition to the Trustee and the Company unless, by a Company Order delivered to the Security Registrar and the Trustee, the Company shall direct
that canceled Securities be returned to it. The Security Registrar shall promptly deliver evidence of any cancellation of a Security in accordance with this Section 309 to the Trustee and the Company. 

 

	SECTION 310.	Computation of Interest. 

 Except as otherwise specified as contemplated
by Section 301 for Securities of any series, or any Tranche thereof, interest on the Securities of each series shall be computed on the basis of a 360-day year consisting of twelve 30-day months and for any period shorter than a full calendar
month, on the basis of the actual number of days elapsed during such period. 
  

	SECTION 311.	Payment to Be in Proper Currency. 

 In the case of the Securities of any
series, or any Tranche thereof, denominated in any currency other than Dollars or in a composite currency (the “Required Currency”), except as otherwise specified with respect to such Securities as contemplated by Section 301, the
obligation of the Company to make any payment of the principal thereof, or the premium, if any, or interest, if any, thereon, shall not be discharged or satisfied by any tender by the Company, or recovery by the Trustee, in any currency other than
the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount of the Required Currency then due and payable. If any such tender or recovery is in a currency other than the
Required Currency, the Trustee may take such actions as it considers appropriate to exchange such currency for the Required Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate
fluctuation, shall be borne by the Company. The Company shall remain fully liable for any shortfall or delinquency in the full amount of Required Currency then due and payable, and in no circumstances shall the Trustee be liable therefor except in
the case of its negligence or willful misconduct. 

  
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	SECTION 312.	Extension of Interest Payment. 

 The Company shall have the right at any
time, so long as no Event of Default hereunder has occurred and is continuing with respect to the Securities of any series, to extend interest payment periods (i.e. defer interest payments) from time to time on all Securities of such series, if so
specified as contemplated by Section 301 with respect to such Securities and upon such terms as may be specified as contemplated by Section 301 with respect to such Securities. 

 

	SECTION 313.	CUSIP Numbers. 

 The Company in issuing the Securities may use
“CUSIP” or other similar numbers (if then generally in use), and, if so, the Company, the Trustee or the Security Registrar may use “CUSIP” or such other numbers in notices or 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, in which case none of the Company or, as the case may be, the Trustee or the Security Registrar, or any agent of any of them, shall have any liability in respect of any CUSIP or such other numbers used on any such notice,
and any such redemption shall not be affected by any defect in or omission of such numbers. 
 ARTICLE FOUR 

Redemption of Securities 
  

	SECTION 401.	Applicability of Article. 

 Securities of any series, or any Tranche
thereof, 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 Securities of such series or Tranche) in accordance with this
Article. 
  

	SECTION 402.	Election to Redeem; Notice to Trustee. 

 The election of the Company to
redeem any Securities shall be evidenced by a Board Resolution or an Officer’s Certificate of the Company. The Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to
the Trustee), notify the Trustee, in writing of such Redemption Date and of the principal amount of such Securities to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture or (b) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction or condition. 
  

	SECTION 403.	Selection of Securities to Be Redeemed. 

 If less than all the Securities
of any series, or any Tranche thereof, are to be redeemed, the particular Securities to be redeemed shall be selected by the Trustee from the Outstanding 

  
 29 








 
Securities of such series or Tranche not previously called for redemption, by such method as shall be provided for any particular series or Tranche, or, in the absence of any such provision, by
such method as the Trustee shall deem fair and appropriate and which may, in any case, provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of such series or Tranche or any integral
multiple thereof) of the principal amount of Securities of such series or Tranche of a denomination larger than the minimum authorized denomination for Securities of such series or Tranche; provided, however, that if, as indicated in an
Officer’s Certificate, the Company shall have offered to purchase all or any principal amount of the Securities then Outstanding of any series, or any Tranche thereof, and less than all of such Securities as to which such offer was made shall
have been tendered to the Company for such purchase, the Trustee, if so directed by Company Order, shall select for redemption all or any principal amount of such Securities which have not been so tendered. 

Unless the Securities to be redeemed are in the form of global securities, the Trustee shall promptly notify the Company and
the Security Registrar in writing of the Securities selected for redemption and, in the case of any Securities selected to be redeemed in part, the principal amount thereof to be redeemed. 

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

 

	SECTION 404.	Notice of Redemption. 

 Notice of redemption shall be given in the manner
provided in Section 106 to the Holders of the Securities to be redeemed and to the Trustee not less than 30 nor more than 60 days prior to the Redemption Date. 

Except as otherwise specified as contemplated by Section 301 for Securities of any series, or any Tranche thereof, all
notices of redemption shall state: 
 (a) the Redemption Date, 

(b) the Redemption Price, or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price
cannot be determined at the time the notice is given, 
 (c) if less than all the Outstanding Securities of any series or
Tranche are to be redeemed, the identification of the particular Securities to be redeemed and the portion of the principal amount of any Security to be redeemed in part, 

(d) that on the Redemption Date the Redemption Price, together with accrued interest, if any, to the Redemption Date, 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, 

(e) the place or places where such Securities are to be surrendered for payment of the Redemption Price and accrued interest,
if any, unless it shall have been specified as contemplated by Section 301 with respect to such Securities that such surrender shall not be required, 

  
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 (f) that the redemption is for a sinking or other fund, if such is the case, 

(g) the CUSIP numbers, if any, assigned to such Securities; provided however, that such notice may state that no
representation is made as to the correctness of CUSIP numbers, and the redemption of such Securities shall not be affected by any defect in or omission of such numbers, and 

(h) such other matters as the Company shall deem desirable or appropriate. 

Unless otherwise specified with respect to any Securities in accordance with Section 301, with respect to any notice of
redemption of Securities at the election of the Company, unless, upon the giving of such notice, such Securities shall be deemed to have been paid in accordance with Section 701, such notice may state that such redemption shall be conditional
upon the receipt by the Paying Agent or Agents for such Securities, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest, if any, on such Securities and that if such money
shall not have been so received such notice shall be of no force or effect and the Company shall not be required to redeem such Securities. In the event that such notice of redemption contains such a condition and such money is not so received, the
redemption shall not be made and within a reasonable time thereafter notice shall be given, in the manner in which the notice of redemption was given, that such money was not so received and such redemption was not required to be made, and the
Paying Agent or Agents for the Securities otherwise to have been redeemed shall promptly return to the Holders thereof any of such Securities which had been surrendered for payment upon such redemption. 

Notice of redemption of Securities to be redeemed at the election of the Company, and any notice of non-satisfaction of a
condition for redemption as aforesaid, shall be given by the Company or, at the Company’s written request delivered at least five (5) days before such notice is to be given (unless a shorter period shall be satisfactory to the Trustee), by
the Trustee in the name and at the expense of the Company. Notice of mandatory redemption of Securities shall be given by the Trustee in the name and at the expense of the Company. 

 

	SECTION 405.	Securities Payable on Redemption Date. 

 Notice of redemption having been
given as aforesaid, and the conditions, if any, set forth in such notice having been satisfied, the Securities or portions thereof so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and
from and after such date (unless, in the case of an unconditional notice of redemption, the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Securities or portions thereof, if interest-bearing, shall
cease to bear interest. Upon surrender of any such Security for redemption in accordance with such notice, such Security or portion thereof shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the
Redemption Date; provided, however, that no such surrender shall be a condition to such payment if so specified as contemplated by Section 301 with respect to such Security; and provided, further, that except as otherwise specified as
contemplated by Section 301 with respect 

  
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to such Security, any installment of interest on any Security the Stated Maturity of which installment is on or prior to the Redemption Date shall be payable to the Holder of such Security, or
one or more Predecessor Securities, registered as such at the close of business on the related Regular Record Date according to the terms of such Security and subject to the provisions of Section 307. 

 

	SECTION 406.	Securities Redeemed in Part. 

 Upon the surrender of any Security which
is to be redeemed only in part 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), 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 Tranche, of
any authorized denomination requested by such Holder and of like tenor and in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 

ARTICLE FIVE 
 Sinking Funds 

 

	SECTION 501.	Applicability of Article. 

 The provisions of this Article shall be
applicable to any sinking fund for the retirement of the Securities of any series, or any Tranche thereof, except as otherwise specified as contemplated by Section 301 for Securities of such series or Tranche. 

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series, or any Tranche thereof,
is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series, or any Tranche thereof, is herein referred to as an “optional sinking
fund payment”. If provided for by the terms of Securities of any series, or any Tranche thereof, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 502. Each sinking fund payment shall be applied
to the redemption of Securities of the series or Tranche in respect of which it was made as provided for by the terms of such Securities. 
  

	SECTION 502.	Satisfaction of Sinking Fund Payments with Securities. 

 The Company
(a) may deliver to the Trustee Outstanding Securities (other than any previously called for redemption) of a series or Tranche in respect of which a mandatory sinking fund payment is to be made and (b) may apply as a credit Securities of
such series or Tranche which have been (i) 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
or (ii) repurchased by the Company in the open market, by tender offer or otherwise, in each case in satisfaction of all or any part of such mandatory sinking fund payment; provided, however, that no Securities shall be applied in satisfaction
of a mandatory sinking fund payment if such Securities shall have been previously so applied. Securities so applied shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly. 

  
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	SECTION 503.	Redemption of Securities for Sinking Fund. 

 Not less than 45 days prior
to each sinking fund payment date for the Securities of any series, or any Tranche thereof, the Company shall deliver to the Trustee an Officer’s Certificate specifying: 

(a) the amount of the next succeeding mandatory sinking fund payment for such series or Tranche; 

(b) the amount, if any, of the optional sinking fund payment to be made together with such mandatory sinking fund payment;

 (c) the aggregate sinking fund payment; 

(d) the portion, if any, of such aggregate sinking fund payment which is to be satisfied by the payment of cash; and 

(e) the portion, if any, of such aggregate sinking fund payment which is to be satisfied by delivering and crediting
Securities of such series or Tranche pursuant to Section 502 and stating the basis for such credit and that such Securities have not previously been so credited, and the Company shall also deliver to the Trustee not later than 45 days prior to
such sinking fund payment date, any Securities to be so delivered. 
 If the Company shall not deliver such Officer’s
Certificate, the next succeeding sinking fund payment for such series or Tranche shall be made entirely in cash in the amount of the mandatory sinking fund payment. Not less than 40 days before each such sinking fund payment date, unless the
Securities are held in the form of global securities (in which case, the Securities to be redeemed shall be selected in accordance with the procedures of the depository), the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 403 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 404. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner stated in Sections 405 and 406. 
 ARTICLE SIX 

Covenants 
  

	SECTION 601.	Payment of Principal, Premium and Interest. 

 The Company shall pay the
principal of and premium, if any, and interest, if any, on the Securities of each series in accordance with the terms of such Securities and this Indenture. 

  
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	SECTION 602.	Maintenance of Office or Agency. 

 The Company shall maintain in each
Place of Payment for the Securities of each series, or any Tranche thereof, an office or agency where payment of such Securities shall be made or such Securities shall be surrendered for payment, where the registration of transfer or exchange of
such Securities may be effected and where notices and demands to or upon the Company in respect of such Securities and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the
location, of each such office or agency and prompt notice to the Holders of any such change in the manner specified in Section 106. If at any time the Company shall fail to maintain any such required office or agency in respect of Securities of
any series, or any Tranche thereof, or shall fail to furnish the Trustee with the address thereof, payment of such Securities may be made, registration of transfer or exchange thereof may be effected and notices and demands in respect thereof may be
served at the Corporate Trust Office of the Trustee, and each of the Company hereby appoints the Trustee as its agent for all such purposes in any such event. 

The Company may also from time to time designate one or more other offices or agencies with respect to the Securities of one
or more series, or any Tranche thereof, for any or all of the foregoing purposes and may from time to time rescind such designations; provided, however, that, unless otherwise specified as contemplated by Section 301 with respect to the
Securities of such series or Tranche, no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes in each Place of Payment for such Securities in accordance with the
requirements set forth above. The Company shall give prompt written notice to the Trustee, and prompt notice to the Holders in the manner specified in Section 106, of any such designation or rescission and of any change in the location of any
such other office or agency. 
 Anything herein to the contrary notwithstanding, any office or agency required by this
Section may be maintained at an office of the Company or any Affiliate of the Company, in which event the Company or such Affiliate, as the case may be, shall perform all functions to be performed at such office or agency. 

 

	SECTION 603.	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 the Securities of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on any of such Securities, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium, if any, or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The
Company shall promptly notify the Trustee of any failure by the Company (or any other obligor on such Securities) to make any payment of principal of or premium, if any, or interest, if any, on such Securities. 

Whenever the Company shall have one or more Paying Agents for the Securities of any series, or any Tranche thereof, it shall,
on or before each due date of the principal of and premium, if any, and interest, if any, on such Securities, deposit with such Paying Agents sums sufficient (without duplication) to pay the principal and premium or interest so becoming due,


  
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such sums to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the
Trustee of any failure by it so to act. 
 The Company shall cause each Paying Agent for the Securities of any series, or
any Tranche thereof, other than the Company or the Trustee, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall: 

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

(b) give the Trustee notice of any failure by the Company (or any other obligor upon such Securities) to make any payment of
principal of or premium, if any, or interest, if any, on such Securities; and 
 (c) at any time during the continuance of
any such failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and addresses of the Persons
entitled to such sums. 
 The Company may at any time 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, if so stated in a Company Order delivered
to the Trustee, in accordance with the provisions of Article Seven; 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 and premium, if any, or interest, if any, on any Security and remaining unclaimed for two years after such principal and premium, if any, or interest, if any, 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, upon such payment or discharge, the Holder of such Security shall, as an unsecured general creditor and not as a Holder of an Outstanding Security, look only to the Company
for payment of the amount so due and payable and remaining unpaid, 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 payment to the Company, may at the expense of the Company cause to be mailed, on one occasion only, notice to such Holder 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 mailing, any unclaimed balance of such money then remaining will be paid to the Company. 

  
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	SECTION 604.	Corporate Existence. 

 Subject to the rights of the Company under Article
Eleven, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence. 
  

	SECTION 605.	Maintenance of Properties. 

 The Company shall cause (or, with respect to
property owned in common with others, make reasonable effort to cause) all its properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order and shall cause (or, with respect to
property owned in common with others, make reasonable effort to 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 conducted; provided, however, that nothing in this Section shall prevent the Company from discontinuing, or causing the discontinuance of, the operation and maintenance of any of its properties if
such discontinuance is, in the judgment of the Company, desirable in the conduct of its business. 
  

	SECTION 606.	Annual Officer’s Certificate as to Compliance. 

 Not later than
                    in each year, commencing
                    , the Company shall deliver to the Trustee an Officer’s Certificate which need not comply with Section 102, executed by
its principal executive officer, principal financial officer or the principal accounting officer, as to such officer’s knowledge of such obligor’s compliance with all conditions and covenants under this Indenture, such compliance to be
determined without regard to any period of grace or requirement of notice under this Indenture. 
  

	SECTION 607.	Waiver of Certain Covenants. 

 The Company may omit in any particular
instance to comply with any term, provision or condition set forth in (a) Sections 602, 608 or any additional covenant or restriction specified with respect to the Securities of any series, or any Tranche thereof, as contemplated by
Section 301 or by clause (b) of Section 1201 if before the time for such compliance the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series and Tranches with respect to which compliance with
Section 602, 608 or such additional covenant or restriction is to be omitted, considered as one class, shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or
condition and (b) Section 604, 605 or Article Eleven if before the time for such compliance the Holders of a majority in aggregate principal amount of Securities Outstanding 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, in the case of (a) or (b), 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. 

  
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	SECTION 608.	Restrictions on Dividends and Debt Payments. 

 If the Company shall have
elected to extend any interest payment period as provided in Section 312, and any such period, or any extension thereof, shall be continuing, then the Company shall not (i) declare or pay any dividends or distributions on its capital
stock, (ii) redeem, purchase, acquire or make a liquidation payment with respect to any of its capital stock, (iii) pay any principal, interest or premium on, or repay, repurchase or redeem any debt securities that are equal or junior in
right of payment to the Securities, or (iv) make any payments with respect to any guarantee of debt securities if such guarantee is equal or junior in right of payment to the Securities. 

The foregoing provisions do not prevent or restrict the Company from making: (1) purchases, redemptions or other
acquisitions of its capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or agents or a stock purchase or dividend reinvestment plan, or the
satisfaction of its obligations pursuant to any contract or security outstanding on the date that the interest payment period is extended requiring it to purchase, redeem or acquire its capital stock, (2) any payment, repayment, redemption,
purchase, acquisition or declaration of dividend described in clauses (i) and (ii) above as a result of a reclassification of its capital stock, or the exchange or conversion of all or a portion of one class or series of its capital stock
for another class or series of its capital stock, (3) the purchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of its capital stock or the security being converted or exchanged, or in
connection with the settlement of stock purchase contracts, (4) dividends or distributions paid or made in its capital stock (or rights to acquire its capital stock), or repurchases, redemptions or acquisitions of capital stock in connection
with the issuance or exchange of capital stock (or of securities convertible into or exchangeable for shares of its capital stock and distributions in connection with the settlement of stock purchase contracts), (5) redemptions, exchanges or
repurchases of, or with respect to, any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future, (6) payments under any preferred trust
securities guarantee or guarantee of subordinated debentures, which guarantee is executed and delivered by the Company concurrently with the issuance by a trust of any preferred trust securities, so long as the amount of payments made on any
preferred trust securities or subordinated debentures (as the case may be) is paid on all preferred trust securities or subordinated debentures (as the case may be) then outstanding on a pro rata basis in proportion to the full distributions to
which each series of preferred trust securities or subordinated debentures (as the case may be) is then entitled, or (7) payments under any guarantee of junior subordinated debentures executed and delivered by the Company, so long as the amount
of payments made on any junior subordinated debentures is paid on all junior subordinated debentures then outstanding on a pro rata basis in proportion to the full payment to which each series of junior subordinated debentures is then entitled. 


  
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 ARTICLE SEVEN 

Satisfaction and Discharge 
  

	SECTION 701.	Satisfaction and Discharge of Securities. 

 Any Security or Securities,
or any portion of the principal amount thereof, shall be deemed to have been paid for all purposes of this Indenture, and the entire indebtedness of the Company in respect thereof shall be deemed to have been satisfied and discharged, if there shall
have been irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in trust: 
 (a) money in an
amount which shall be sufficient, or 
 (b) in the case of a deposit made prior to the Maturity of such Securities or
portions thereof, Eligible Obligations, which shall not contain provisions permitting the redemption or other prepayment thereof at the option of the issuer thereof, the principal of and the interest on which when due, without any regard to
reinvestment thereof, will provide moneys which, together with the money, if any, deposited with or held by the Trustee or such Paying Agent, shall be sufficient, or 

(c) a combination of (a) or (b) which shall be sufficient, 

to pay when due the principal of and premium, if any, and interest, if any, due and to become due on such Securities or portions thereof on or
prior to Maturity; provided, however, that in the case of the provision for payment or redemption of less than all the Securities of any series or Tranche, such Securities or portions thereof shall have been selected as provided herein and, in the
case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; and
provided, further, that the Company shall have delivered to the Trustee and such Paying Agent: 
 (x) if such deposit shall
have been made prior to the Maturity of such Securities, a Company Order stating that the money and Eligible Obligations deposited in accordance with this Section shall be held in trust, as provided in Section 703; 

(y) if Eligible Obligations shall have been deposited, (i) an Opinion of Counsel that (A) the obligations so
deposited constitute Eligible Obligations and do not contain provisions permitting the redemption or other prepayment at the option of the issuer thereof, and (B) that all conditions precedent provided for under this Indenture to the
satisfaction and discharge of the Company’s indebtedness in respect of such Securities or portions thereof have been complied with and (ii) an opinion of an independent public accountant of nationally recognized standing, selected by the
Company, to the effect that the requirements set forth in clause (b) above have been satisfied; and 
 (z) if such
deposit shall have been made prior to the Maturity of such Securities, an Officer’s Certificate stating the Company’s intention that, upon delivery of such Officer’s Certificate, its indebtedness in respect of such Securities or
portions thereof will have been satisfied and discharged as contemplated in this Section. 

  
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 Upon the deposit of money or Eligible Obligations, or both, in accordance with
this Section, together with the documents required by clauses (x), (y) and (z) above, the Trustee shall, upon receipt of a Company Request, acknowledge in writing that the Security or Securities or portions thereof with respect to which
such deposit was made are deemed to have been paid for all purposes of this Indenture and that the entire indebtedness of the Company in respect thereof have been satisfied and discharged as contemplated in this Section. In the event that all of the
conditions set forth in the preceding paragraph shall have been satisfied in respect of any Securities or portions thereof except that, for any reason, the Officer’s Certificate specified in clause (z) (if otherwise required) shall not
have been delivered, such Securities or portions thereof shall nevertheless be deemed to have been paid for all purposes of this Indenture, and the Holders of such Securities or portions thereof shall nevertheless be no longer entitled to the
benefits of this Indenture or of any of the covenants of the Company under Article Six (except the covenants contained in Sections 602 and 603) or any other covenants made in respect of such Securities or portions thereof as contemplated by
Section 301 or Section 1201(b), but the indebtedness of the Company in respect of such Securities or portions thereof shall not be deemed to have been satisfied and discharged prior to Maturity for any other purpose, and the Holders of
such Securities or portions thereof shall continue to be entitled to look to the Company for payment of the indebtedness represented thereby; and, upon Company Request, the Trustee shall acknowledge in writing that such Securities or portions
thereof are deemed to have been paid for all purposes of this Indenture. 
 If payment at Stated Maturity of less than all
of the Securities of any series, or any Tranche thereof, is to be provided for in the manner and with the effect provided in this Section, such Securities, or portions of principal amount thereof, shall be selected in the manner specified by
Section 403 for selection for redemption of less than all the Securities of a series or Tranche. 
 In the event that
Securities which shall be deemed to have been paid for purposes of this Indenture, and, if such is the case, in respect of which the Company’s indebtedness in respect thereof shall have been satisfied and discharged, all as provided in this
Section do not mature and are not to be redeemed within the 60 day period commencing with the date of the deposit of moneys or Eligible Obligations, as aforesaid, the Company shall, as promptly as practicable, give a notice, in the same manner as a
notice of redemption with respect to such Securities, to the Holders of such Securities to the effect that such deposit has been made and the effect thereof. 

Notwithstanding that any Securities shall be deemed to have been paid for purposes of this Indenture, as aforesaid, the
obligations of the Company and the Trustee in respect of such Securities under Sections 304, 305, 306, 403, 404, 406, 503 (as to notice of redemption), 602, 603, 907, 909, 910 and 915 and this Article Seven shall survive. 

The Company shall pay, and shall indemnify the Trustee or any Paying Agent with which Eligible Obligations shall have been
deposited as provided in this Section against, any tax, fee or other charge imposed on or assessed against such Eligible Obligations or the principal or interest received in respect of such Eligible Obligations, including, but not limited to, any
such tax payable by any entity deemed, for tax purposes, to have been created as a result of such deposit. 
 Anything
herein to the contrary notwithstanding, (a) if, at any time after a Security would be deemed to have been paid for purposes of this Indenture, and, if such is the case, the 

  
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Company’s indebtedness would be deemed to have been satisfied or discharged, pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent,
as the case may be, (i) shall be required to return the money or Eligible Obligations, or combination thereof, deposited with it as aforesaid to the Company or its representative under any applicable Federal or State bankruptcy, insolvency or
other similar law, or (ii) are unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, such Security shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of the Company’s indebtedness shall retroactively be deemed not to have been effected, and such Security shall be
deemed to remain Outstanding and (b) any satisfaction and discharge of the Company’s indebtedness in respect of any Security shall be subject to the provisions of the last paragraph of Section 603. 

 

	SECTION 702.	Satisfaction and Discharge of Indenture. 

 This Indenture shall upon
Company Request be delivered to the Trustee, together with an Officer’s Certificate and an Opinion of Counsel to the effect that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, cease to be
of further effect (except as hereinafter expressly provided), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 

(a) no Securities remain Outstanding hereunder; and 

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

provided, however, that if, in accordance with the last paragraph of Section 701, any Security, previously deemed to have been paid for
purposes of this Indenture, shall be deemed retroactively not to have been so paid, this Indenture shall thereupon be deemed retroactively not to have been satisfied and discharged, as aforesaid, and to remain in full force and effect, and the
Company shall execute and deliver such instruments as the Trustee shall reasonably request to evidence and acknowledge the same. 

Notwithstanding the satisfaction and discharge of this Indenture as aforesaid, the obligations of the Company and the Trustee
under Sections 304, 305, 306, 403, 404, 406, 503 (as to notice of redemption), 602, 603, 907, 909, 910 and 915 and this Article Seven shall survive. 

Upon satisfaction and discharge of this Indenture as provided in this Section, the Trustee shall upon receipt of a Company
Request assign, transfer and turn over to the Company or to the order of the Company, subject to the lien provided by Section 907, any and all money, securities and other property then held by the Trustee for the benefit of the Holders of the
Securities other than money and Eligible Obligations held by the Trustee pursuant to Section 703 and shall execute and deliver to the Company such instruments as, in the reasonable judgment of the Company, shall be necessary, to effect or
evidence the satisfaction and discharge of this Indenture. 

  
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	SECTION 703.	Application of Trust Money. 

 Neither the Eligible Obligations nor the
money deposited pursuant to Section 701, nor the principal or interest payments on any such Eligible Obligations, shall be withdrawn or used for any purpose other than, and such Eligible Obligations and money deposited and the principal and
interest payments on any such Eligible Obligations shall be held in trust for, the payment of the principal of and premium, if any, and interest, if any, on the Securities or portions of principal amount thereof in respect of which such deposit was
made, all subject, however, to the provisions of Section 603; provided, however, that, so long as there shall not have occurred and be continuing an Event of Default, any cash received from such principal or interest payments on such Eligible
Obligations, if not then needed for such purpose, shall, to the extent practicable, be invested at the written direction of the Company in Eligible Obligations of the type described in clause (b) in the first paragraph of Section 701
maturing at such times and in such amounts as shall be sufficient, as determined by the Company, together with any other moneys and the proceeds of any other Eligible Obligations then held by the Trustee, to pay when due the principal of and
premium, if any, and interest, if any, due and to become due on such Securities or portions thereof on and prior to the Maturity thereof, and interest earned from such reinvestment shall upon receipt of a Company Request be paid over to the Company
or to the order of the Company as received, free and clear of any trust, lien or pledge under this Indenture except the lien provided by Section 907; and provided, further, that, so long as there shall not have occurred and be continuing an
Event of Default, any moneys held in accordance with this Section on the Maturity of all such Securities in excess of the amount required to pay the principal of and premium, if any, and interest, if any, then due on such Securities, as determined
by the Company, shall upon receipt of a Company Request be paid over to the Company or to the order of the Company free and clear of any trust, lien or pledge under this Indenture except the lien provided by Section 907; and provided, further,
that if an Event of Default shall have occurred and be continuing, moneys to be paid over to the Company or to the order of the Company pursuant to this Section shall be held until such Event of Default shall have been waived or cured. 

For the avoidance of doubt, any moneys deposited with the Trustee pursuant to this Section 703 shall be invested by the
Trustee only at the written direction of the Company (such direction to specify the particular investment to be made), if and to the extent then permitted by law, in Eligible Obligations. In the event of a loss on the sale of such investments (after
giving effect to any interest or other income thereon except to the extent theretofore paid to the Company), the Trustee shall have no responsibility in respect of such loss except that the Trustee shall notify the Company of the amount of such loss
and the Company shall promptly pay such amount to the Trustee to be credited as part of the moneys originally invested. The Trustee shall have no liability whatsoever for any loss, fee, tax or other charge incurred in connection with any investment,
reinvestment or liquidation of an investment hereunder. 

  
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 ARTICLE EIGHT 

Events of Default; Remedies 
  

	SECTION 801.	Events of Default. 

 “Event of Default,” wherever used herein
with respect to Securities of any series, means any one of the following events, subject to such additions and exceptions as may be provided pursuant to Section 301: 

(a) failure to pay interest, on any Security of such series within 30 days after the same becomes due and payable (whether or
not payment is prohibited by the subordination provisions of Article Fourteen or Article Fifteen hereof); provided, however, that a valid extension of the interest payment period by the Company as contemplated in Section 312 of this Indenture
shall not constitute a default in the payment of interest for this purpose; or 
 (b) failure to pay the principal of or
premium, if any, on any Security of such series when it becomes due and payable (whether or not payment is prohibited by the subordination provisions of Article Fourteen or Article Fifteen hereof); or 

(c) 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 the performance of which or breach of which is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of one or more series of Securities other than such
series) and the continuance of such default or breach for a period of 90 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 33% in principal
amount of the Outstanding Securities of such series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder, unless the Trustee, or the Trustee and
the Holders of a principal amount of Securities of such series not less than the principal amount of Securities the Holders of which gave such notice, as the case may be, shall agree in writing to an extension of such period prior to its expiration;
provided, however, that the Trustee, or the Trustee and the Holders of such principal amount of Securities of such series, as the case may be, shall be deemed to have agreed to an extension of such period if corrective action is initiated by the
Company within such period and is being diligently pursued in good faith; or 
 (d) Reserved; or 

(e) the entry by a court having jurisdiction in the premises of (1) 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 (2) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly
filed a petition by one or more Persons other than the Company 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 for the Company or for any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order for relief or any such other decree or
order shall have remained unstayed and in effect for a period of 90 consecutive days; or 

  
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 (f) 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 the Company to the entry of a decree or order for relief in
respect of the Company in a 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 the Company, or the
filing by the Company of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by the Company to the filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial part of its property, or the making by the Company of an assignment for the benefit of creditors, or the admission by the
Company in writing of its inability to pay its debts generally as they become due, or the authorization of such action by the Board of Directors of the Company; or 

(g) any other Event of Default specified with respect to Securities of such series. 

 

	SECTION 802.	Acceleration of Maturity; Rescission and Annulment. 

 If an Event of
Default applicable to the Securities of one or more series, but not applicable to all Outstanding Securities, shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in aggregate principal amount of the
Securities of each such series may then declare the principal amount of all Securities of such series (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount of such Securities as may be specified
in the terms thereof as contemplated by Section 301) and interest accrued thereon to be due and payable immediately (provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in this
Indenture), by a notice in writing to the Company (and to the Trustee if given by Holders), and, upon receipt by the Company of notice of such declaration of acceleration, such principal amount (or specified amount) and interest accrued thereon
shall become immediately due and payable. If an Event of Default applicable to all Outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then
Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities (or, if any of the Securities of such series are Discount Securities, such portion of the principal
amount of such Securities as may be specified in the terms thereof as contemplated by Section 301) and interest accrued thereon to be due and payable immediately (provided that the payment of principal and interest on such Securities shall
remain subordinated to the extent provided in this Indenture), by a notice in writing to the Company (and to the Trustee if given by Holders), and, upon receipt by the Company of notice of such declaration of acceleration, such principal amount (or
specified amount) and interest accrued thereon shall become immediately due and payable. 

  
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 At any time after such a declaration of acceleration with respect to Securities
of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of
acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if 

(a) the Company shall have paid or deposited with the Trustee a sum sufficient to pay 

(1) all overdue interest, if any, on all Securities of such series then Outstanding; 

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

(3) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates
prescribed therefor in such Securities; 
 (4) all amounts due to the Trustee under Section 907; 

and 
 (b) if, after application
of money paid or deposited in accordance with clause (a) of this Section 802, Securities of such series would remain Outstanding, any other Event or Events of Default with respect to Securities of such series, other than the non-payment of
the principal of Securities of such series which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 813. 

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

 

	SECTION 803.	Collection of Indebtedness and Suits for Enforcement by Trustee. 

 If an
Event of Default described in clause (a) or (b) of Section 801 shall have occurred and be continuing, the Company shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Securities of the series with
respect to which such Event of Default shall have occurred, the whole amount then due and payable on such Securities for principal and premium, if any, and interest, if any, and, to the extent permitted by law, interest on premium, if any, and on
any overdue principal and interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under Section 907. Unless otherwise
specified pursuant to Section 301 with respect to any series of Securities, the rate or rates at which Securities shall bear interest on overdue principal, premium, interest, if any, shall be, to the extent permitted by law, the same rate or
rates at which such Securities shall bear interest prior to Maturity. 
 If the Company shall fail to pay such amounts
forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities,
wherever situated. 

  
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 If an Event of Default with respect to Securities of any series shall have
occurred and be 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 804.	Trustee May File Proofs of Claim. 

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

(a) to file and prove a claim for the whole amount of principal, premium, if any, and interest, if any, owing and unpaid in
respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for amounts due to the Trustee under Section 907) and of the Holders allowed
in such judicial proceeding, and 
 (b) 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
amounts due it under Section 907. 
 Nothing herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding. 
  

	SECTION 805.	Trustee May Enforce Claims Without Possession of Securities. 

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

  
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	SECTION 806.	Application of Money Collected. 

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

First: To the payment of all amounts due the Trustee under Section 907; 

Second: Subject to the provisions of Articles Fourteen and Fifteen, the payment of the amounts then due and unpaid upon the
Securities for principal of and premium, if any, and interest, if any, 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, premium, if any, and interest, if any, respectively; and 
 Third: To the Company. 

 

	SECTION 807.	Limitation on Suits. 

 No Holder 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: 

(a) such Holder shall have previously given written notice to the Trustee of a continuing Event of Default with respect to the
Securities of such series; 
 (b) the Holders of a majority in aggregate principal amount of the Outstanding Securities of
all series in respect of which an Event of Default shall have occurred and be continuing, considered as one class, 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; 
 (c) such Holder or Holders shall have offered to the Trustee indemnity satisfactory to the Trustee against the
costs, expenses and liabilities to be incurred in compliance with such request; 
 (d) the Trustee for 60 days after its
receipt of such notice, request and offer of indemnity shall have failed to institute any such proceeding; and 
 (e) no
direction inconsistent with such written request shall have been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series in respect of which an Event of
Default shall have occurred and be continuing, considered as one class; 
 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 

  
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or prejudice the rights of any other of such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly
prejudicial to such Holders) or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of
such Holders. 
  

	SECTION 808.	Unconditional Right of Holders to Receive Principal, Premium and Interest. 


Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and premium, if any, and (subject to Section 307 and 312) interest, if any, on such Security on the Stated Maturity or 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 809.	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 shall have been discontinued or abandoned for any reason, or shall have 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 and the Trustee and such Holder shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and such
Holder shall continue as though no such proceeding had been instituted. 
  

	SECTION 810.	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 811.	Delay or Omission Not Waiver. 

 No delay or omission of the Trustee or of
any Holder 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 812.	Control by Holders of Securities. 

 If an Event of Default shall have
occurred and be continuing in respect of a series of Securities, the Holders of a majority in principal amount of the Outstanding Securities of such 

  
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series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee,
with respect to the Securities of such series; provided, however, that if an Event of Default shall have occurred and be continuing with respect to more than one series of Securities, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all such series, considered as one class, shall have the right to make such direction, and not the Holders of the Securities of any one of such series; and provided, further, that 

(a) such direction shall not be in conflict with any rule of law or with this Indenture, and could not involve the Trustee in
personal liability in circumstances where indemnity would not, in the Trustee’s sole discretion, be adequate, and 

(b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. 

 

	SECTION 813.	Waiver of Past Defaults. 

 The Holders of a majority in aggregate
principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default 

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

(b) in respect of a covenant or provision hereof which under Section 1202 cannot be modified or amended without the
consent of the Holder of each Outstanding Security of such series affected. 
 Upon any such waiver, such default shall
cease to exist, and any and all Events 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 814.	Undertaking for Costs. 

 The Company and the Trustee agree, and each
Holder by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in aggregate principal amount of the Outstanding Securities of all series in respect of which such suit may be brought,
considered as one class, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or premium, if any, or interest, if any, on any Security on or after the Stated Maturity or Maturities expressed in such Security
(or, in the case of redemption, on or after the Redemption Date). 

  
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	SECTION 815.	Waiver of Usury, 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 usury, stay or extension law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of this Indenture; and the Company (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 NINE 
 The Trustee 

 

	SECTION 901.	Certain Duties and Responsibilities. 

 (a) Except during the continuance
of an Event of Default with respect to Securities of any series, 
 (i) the Trustee undertakes to perform,
with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

(ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series,
conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture
(but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 
 (b) In
case an Event of Default with respect to Securities of any series shall have occurred and be continuing, the Trustee shall exercise, with respect to the Securities of such series, such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. 

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that: 
 (i) this subsection shall not be
construed to limit the effect of subsection (a) of this Section; 

  
 49 








 (ii) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; 

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

(iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it. 
 (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 
  

	SECTION 902.	Notice of Defaults. 

 The Trustee shall give notice of any default
hereunder with respect to the Securities of any series to the Holders of Securities of such series in the manner and to the extent required to do so by the Trust Indenture Act, unless such default shall have been cured or waived; provided, however,
that in the case of any default of the character specified in Section 801(c), no such notice to Holders shall be given until at least 45 days after the occurrence thereof. For the purpose of this Section, the term “default” means any
event which is, or after notice or lapse of time, or both, would become, an Event of Default with respect to the Securities of such series. 
  

	SECTION 903.	Certain Rights of Trustee. 

 Subject to the provisions of
Section 901 and to the applicable provisions of the Trust Indenture Act: 
 (a) the Trustee may conclusively rely and
shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party or parties; 
 (b) any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, or as otherwise expressly provided herein, and any resolution of the Board of Directors of the Company may be sufficiently
evidenced by a Board Resolution thereof; 

  
 50 








 (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, conclusively rely upon
an Officer’s Certificate of the Company; 
 (d) the Trustee may consult with counsel of its selection and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 

(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 Holder pursuant to this Indenture, unless such Holder shall have offered to the Trustee security or indemnity satisfactory to the Trustee 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 such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall (subject to applicable legal requirements) with prior notice to
the Company be entitled to examine, during normal business hours, the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation; 
 (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; 

(h) except as otherwise provided in Section 801, the Trustee shall not be charged with knowledge of any Event of Default
with respect to the Securities of any series for which it is acting as Trustee unless either (1) a Responsible Officer of the Trustee shall have actual knowledge of the Event of Default or (2) written notice of such Event of Default shall
have been given to the Trustee by the Company or any other obligor on such Securities or by any Holder of such Securities; 

(i) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably
believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; 
 (j) the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder; 

  
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 (k) the Trustee may request that the Company deliver a certificate setting forth
the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture; 

(l) in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and 

(m) in no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the circumstances. 
  

	SECTION 904.	Not Responsible for Recitals or Issuance of Securities. 

 The recitals
contained herein and in the Securities (except the Trustee’s certificates of authentication) shall be taken as the statements of the Company and neither the Trustee nor any Authenticating Agent assumes responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds
thereof. 
  

	SECTION 905.	May Hold Securities. 

 Each of the Trustee, any Authenticating Agent, any
Paying Agent, any Security Registrar or any other agent of the Company or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 908 and 913, may otherwise deal with the Company
with the same rights it would have if it were not the Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 
  

	SECTION 906.	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 or investment of any money received by it hereunder except as expressly provided herein or otherwise agreed with, and
for the sole benefit of, the Company. 
  

	SECTION 907.	Compensation and Reimbursement. 

 The Company agrees 

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

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

(c) to indemnify each of the Trustee and its agents for and hold them harmless from and against, any loss, liability claims,
damage or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee, incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim (whether accepted by the Company, any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder or in connection with enforcing the provisions of this Section 907, except to the extent any such loss, liability claim, damage or expense is due to its own negligence or bad
faith. 
 As security for the performance of the obligations of the Company under this Section, the Trustee shall have a
lien prior to the Securities upon all property and funds held or collected by the Trustee as such other than property and funds held in trust under Section 703 (except as otherwise provided in Section 703). “Trustee” for purposes
of this Section shall include any predecessor Trustee; provided, however, that the negligence or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. 

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 801(d)
or Section 801(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy,
insolvency or other similar law. 
 The provisions of this Section 907 shall survive the termination of this Indenture.

  

	SECTION 908.	Disqualification; Conflicting Interests. 

 If the Trustee shall have or
acquire any conflicting interest within the meaning of the Trust Indenture Act, it shall either eliminate such conflicting interest or resign to the extent, in the manner and with the effect, and subject to the conditions, provided in the Trust
Indenture Act and this Indenture. 

  
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	SECTION 909.	Corporate Trustee Required; Eligibility. 

 There shall at all times be a
Trustee hereunder which shall be 
 (a) a Corporation organized and doing business under the laws of the United States, any
State or Territory thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by Federal or State
authority, or 
 (b) if and to the extent permitted by the Commission by rule, regulation or order upon application, a
Corporation or other Person organized and doing business under the laws of a foreign government, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 or the Dollar equivalent of
the applicable foreign currency and subject to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to United States institutional
trustees, 
 and, in either case, qualified and eligible under this Article and the Trust Indenture Act. If such Corporation publishes
reports of condition at least annually, pursuant to law or to the requirements of such supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section and the Trust Indenture Act, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article. 
  

	SECTION 910.	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 911. 

(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 911 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, the Company. 
 (d) If at any time:

 (1) the Trustee shall fail to comply with Section 908 after written request therefor by the Company
or by any Holder who has been a bona fide Holder for at least six months, or 
 (2) the Trustee shall cease
to be eligible under Section 909 or Section 310(a) of the Trust Indenture Act 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, 

  
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 then, in any such case, (x) the Company by Board Resolutions may remove the Trustee with
respect to all Securities or (y) subject to Section 814, any Holder who has been a bona fide Holder 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 (other than as contemplated in clause (y) in subsection (d) of this Section), with respect to the Securities
of one or more series, the Company, by Board Resolutions, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with
respect to the Securities of one or more or all of such series and that at any time (subject to Section 914) there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable
requirements of Section 911. 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 911, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 911, any Holder who has been a bona fide Holder of a Security of such series for at least six months
may, on behalf of itself 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) So long as no event which is, or after notice or lapse of time, or both, would become, an Event of Default shall have
occurred and be continuing, and except with respect to a Trustee appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities pursuant to subsection (e) of this Section, if the Company shall have delivered to
the Trustee (i) Board Resolutions appointing a successor Trustee, effective as of a date specified therein, and (ii) an instrument of acceptance of such appointment, effective as of such date, by such successor Trustee in accordance with
Section 911, the Trustee shall be deemed to have resigned as contemplated in subsection (b) of this Section, the successor Trustee shall be deemed to have been appointed by the Company pursuant to subsection (e) of this Section and
such appointment shall be deemed to have been accepted as contemplated in Section 911, all as of such date, and all other provisions of this Section and Section 911 shall be applicable to such resignation, appointment and acceptance except
to the extent inconsistent with this subsection (f). 

  
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 (g) The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to all Holders of Securities
of such series as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 

 

	SECTION 911.	Acceptance of Appointment by Successor. 

 (a) In case of the appointment
hereunder of a successor Trustee with respect to the Securities of all series, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, 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 all sums owed to it, 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 such 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, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company, or any successor Trustee, such retiring Trustee,
upon payment of all sums owed to it, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of
such successor Trustee relates. 

  
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 (c) Upon request of any such successor Trustee and the Company shall execute any
instruments which fully vest in and confirm to such successor Trustee all such rights, powers and trusts referred to in subsection (a) or (b) of this Section, as the case may be. 

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

	SECTION 912.	Merger, Conversion, Consolidation or Succession to Business. 

 Any
Corporation or other Person 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 913.	Preferential Collection of Claims Against Company. 

 If the Trustee shall
be or become a creditor of the Company or any other obligor upon the Securities (other than by reason of a relationship described in Section 311(b) of the Trust Indenture Act), the Trustee shall be subject to any and all applicable provisions
of the Trust Indenture Act regarding the collection of claims against the Company or such other obligor. 
  

	SECTION 914.	Co-trustees and Separate Trustees. 

 At any time or times, for the
purpose of meeting the legal requirements of any applicable jurisdiction, the Company and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least 33% in principal amount of the Securities
then Outstanding, the Company shall for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee either to act as co-trustee,
jointly with the Trustee, or to act as separate trustee, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power
deemed necessary or desirable, subject to the other provisions of this Section. If the Company does not join in such appointment within 15 days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be
continuing, the Trustee alone shall have power to make such appointment. 
 Should any written instrument or instruments
from the Company be required by any co-trustee or separate trustee to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and
delivered by the Company. 

  
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 Every co-trustee or separate trustee shall, to the extent permitted by law, but
to such extent only, be appointed subject to the following conditions: 
 (a) the Securities shall be authenticated and
delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by
the Trustee; 
 (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of
any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such
co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers,
duties and obligations shall be exercised and performed by such co-trustee or separate trustee. 
 (c) the Trustee at any
time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be
continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the
execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;

 (d) no co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the
Trustee, or any other such trustee hereunder, and the Trustee shall not be personally liable by reason of any act or omission of any such co-trustee or separate trustee; and 

(e) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate
trustee. 
  

	SECTION 915.	Appointment of Authenticating Agent. 

 The Trustee may appoint an
Authenticating Agent or Agents acceptable to the Company with respect to the Securities of one or more series, or any Tranche thereof, which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series or Tranche,
issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating 

  
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Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a Corporation organized and doing business under the laws of the United States, any State or
Territory thereof or the District of Columbia or the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 

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

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee, the Company. The Trustee may
at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company. Any successor Authenticating Agent upon acceptance
of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section. 
 The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section. 
 The provisions of Sections 308, 904 and 905 shall be
applicable to each Authenticating Agent. 
 If an appointment with respect to the Securities of one or more series, or any
Tranche thereof, shall be made pursuant to this Section, the Securities of such series or Tranche may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication substantially
in the following form: 

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

							
	 Dated:
	 		 	
                             
           , as Trustee

				
		 		 	 By:
	 	  

		 		 		 	 As Authenticating Agent

				
		 		 	 By:
	 	  

		 		 		 	 Authorized Signatory


 If all of the Securities of a series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested
by the Company in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in accordance with such procedures as shall be acceptable to the
Trustee, an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities. 

ARTICLE TEN 
 Holders’ Lists
and Reports by Trustee, Company 
  

	SECTION 1001.	Lists of Holders. 

 Semiannually, not later than
            and             in each year, commencing
                    , and at such other times as the Trustee may request in writing, the Company shall furnish or cause to be furnished to the
Trustee information as to the names and addresses of the Holders, and the Trustee shall preserve such information and similar information received by it in any other capacity and afford to the Holders access to information so preserved by it, all to
such extent, if any, and in such manner as shall be required by the Trust Indenture Act; provided, however, that no such list need be furnished so long as the Trustee shall be the Security Registrar. 

 

	SECTION 1002.	Reports by Trustee, Company. 

 Not later than
            in each year, commencing             , the Trustee shall transmit to the Holders, the Commission and each securities
exchange upon which any Securities are listed, a report, dated as of the next preceding             , with respect to any events and other matters described in Section 313(a) of the
Trust Indenture Act, in such manner and to the extent required by the Trust Indenture Act. The Trustee shall transmit to the Holders, the Commission and each securities exchange upon which any Securities are listed, and the Company, as the case
requires, shall file with the Trustee (within 30 days after filing with the Commission in the case of reports which pursuant to the Trust Indenture Act must be filed with the Commission and furnished to the Trustee) and transmit to the Holders, such
other information, reports and other documents, if any, at such times and in such manner, as shall be required by the Trust Indenture Act. The Company shall notify the Trustee of the listing of any Securities on any securities exchange or of the
delisting thereof. 

  
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 ARTICLE ELEVEN 

Consolidation, Merger, Conveyance or Other Transfer 
  

	SECTION 1101.	Company May Consolidate, etc., Only on Certain Terms. 

 The Company shall
not consolidate with or merge into any other entity, or convey or otherwise transfer or lease its properties and assets substantially as an entirety to any Person, unless 

(a) the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a Person organized and existing under the laws of the United States, any State thereof or the District of Columbia, and shall expressly assume,
by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest, if any, on all Outstanding Securities and the
performance of every covenant of this Indenture on the part of the Company to be performed or observed; 
 (b) immediately
after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and 

(c) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, conveyance, or other transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transactions have been complied with. 

 

	SECTION 1102.	Successor Entity Substituted. 

 Upon any consolidation by the Company
with or merger by the Company into any other Person or any conveyance, or other transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 1101, the successor Person formed by such
consolidation or into which the Company is merged or the Person 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, as the case may be, 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 Outstanding hereunder. 
  

	SECTION 1103.	Limitation. 

 Nothing in this Indenture shall be deemed to prevent or
restrict: 
 (a) any consolidation or merger after the consummation of which the Company would be the surviving or resulting
entity, 

  
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 (b) any conveyance or other transfer, or lease, of any part of the properties
and/or assets of the Company, which does not constitute the entirety, or substantially the entirety, of its properties and assets, 

(c) the approval by the Company of, or the consent by the Company to, any consolidation or merger to which any direct or
indirect subsidiary or affiliate of the Company may be a party or any conveyance, transfer or lease by any such subsidiary or affiliate of any of its properties or assets, or 

(d) any other transaction not contemplated by Section 1101. 

ARTICLE TWELVE 
 Supplemental
Indentures 
  

	SECTION 1201.	Supplemental Indentures Without Consent of Holders. 

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

(a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of
the Company herein and in the Securities, all as provided in Article Eleven; or 
 (b) to add one or more covenants of the
Company or other provisions for the benefit of all Holders or for the benefit of the Holders of, or to remain in effect only so long as there shall be Outstanding, Securities of one or more specified series, or one or more specified Tranches
thereof, or to surrender any right or power herein conferred upon the Company; or 
 (c) to add any additional Events of
Default with respect to all or any series of Securities Outstanding hereunder; or 
 (d) to change or eliminate any
provision of this Indenture or to add any new provision to this Indenture; provided, however, that if such change, elimination or addition shall adversely affect the interests of the Holders of Securities of any series or Tranche Outstanding on the
date of such indenture supplemental hereto in any material respect, such change, elimination or addition shall become effective (i) with respect to such series or Tranche only pursuant to the provisions of Section 1202 hereof or
(ii) when no Security of such series or Tranche remains Outstanding; or 
 (e) to provide collateral security for all
but not part of the Securities; or 
 (f) to establish the form or terms of Securities of any series or Tranche as
contemplated by Sections 201 and 301; or 
 (g) to provide for the authentication and delivery of bearer securities and
coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof,
and for any and all other matters incidental thereto; or 

  
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 (h) to evidence and provide for the acceptance of appointment hereunder by a
separate or successor Trustee or co-trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section 911(b); or 
 (i) to provide for the
procedures required to permit the Company to utilize, at its option, a non-certificated system of registration for all, or any series or Tranche of, the Securities; or 

(j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any
series of Securities, or any Tranche thereof, shall be payable, (2) all or any series of Securities, or any Tranche thereof, may be surrendered for registration of transfer, (3) all or any series of Securities, or any Tranche thereof, may
be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities, or any Tranche thereof, and this Indenture may be served; or 

(k) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other
provision herein, or to make any other changes to the provisions hereof or to add other provisions with respect to matters or questions arising under this Indenture, provided that such other changes or additions shall not adversely affect the
interests of the Holders of Securities of any series or Tranche in any material respect. 
 Without limiting the generality
of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended and 

(x) if any such amendment shall require one or more changes to any provisions hereof or the inclusion herein of any additional
provisions, or shall by operation of law be deemed to effect such changes or incorporate such provisions by reference or otherwise, this Indenture shall be deemed to have been amended so as to conform to such amendment to the Trust Indenture Act,
and the Company and the Trustee may, without the consent of any Holders, enter into an indenture supplemental hereto to effect or evidence such changes or additional provisions; or 

(y) if any such amendment shall permit one or more changes to, or the elimination of, any provisions hereof which, at the date
of the execution and delivery hereof or at any time thereafter, are required by the Trust Indenture Act to be contained herein, this Indenture shall be deemed to have been amended to effect such changes or elimination, and the Company and the
Trustee may, without the consent of any Holders, enter into an indenture supplemental hereto to evidence such amendment hereof. 

  
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	SECTION 1202.	Supplemental Indentures With Consent of Holders. 

 With the consent of
the Holders of a majority in aggregate principal amount of the Securities of all series then Outstanding under this Indenture, considered as one class, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by
Board Resolutions, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any
manner the rights of the Holders of Securities of such series under the Indenture; provided, however, that if there shall be Securities of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the
rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as
one class, shall be required; and provided, further, that if the Securities of any series shall have been issued in more than one Tranche and if the proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one
or more, but less than all, of such Tranches, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all Tranches so directly affected, considered as one class, shall be required; and
provided, further, that no such supplemental indenture shall: 
 (a) change the Stated Maturity of the principal of, or any
installment of principal of or interest on (except as provided in Section 312 hereof), any Security, or reduce the principal amount thereof or the rate of interest thereon (or the amount of any installment of interest thereon) or change the
method of calculating such rate or reduce any premium payable upon the redemption thereof, or reduce the amount of the principal of a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 802, or change the coin or currency (or other property), in which any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated
Maturity of any Security (or, in the case of redemption, on or after the Redemption Date), without, in any such case, the consent of the Holder of such Security, or 

(b) reduce the percentage in principal amount of the Outstanding Securities of any series or any Tranche thereof, the consent
of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with any provision of this Indenture or of any default hereunder and its consequences, or reduce
the requirements of Section 1304 for quorum or voting, without, in any such case, the consent of the Holders of each Outstanding Security of such series or Tranche, or 

(c) modify any of the provisions of this Section, Section 607 or Section 813 with respect to the Securities of any
series, or any Tranche thereof, or except to increase the percentages in principal amount referred to in this Section or such other Sections or to provide that other provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in
this Section, or the deletion of this proviso, in accordance with the requirements of Sections 911(b), 914 and 1201(h). 

  
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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 of one or more Tranches thereof, or which modifies the rights of the Holders of Securities of such series or
Tranches 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 or Tranche. 

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

 

	SECTION 1203.	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 901) shall be fully
protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee’s own rights, duties, immunities or liabilities under this Indenture or otherwise. 
  

	SECTION 1204.	Effect of Supplemental Indentures. 

 Upon the execution of any
supplemental indenture under this Article this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby. Any supplemental indenture permitted by this Article may restate this Indenture in its entirety, and, upon the execution and delivery thereof, any such restatement shall supersede this
Indenture as theretofore in effect for all purposes. 
  

	SECTION 1205.	Conformity With Trust Indenture Act. 

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

	SECTION 1206.	Reference in Securities to Supplemental Indentures. 

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

  
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	SECTION 1207.	Modification Without Supplemental Indenture. 

 If the terms of any
particular series of Securities shall have been established in a Board Resolution or an Officer’s Certificate pursuant to a Board Resolution as contemplated by Section 301, and not in an indenture supplemental hereto, additions to, changes
in or the elimination of any of such terms may be effected by means of a supplemental Board Resolution or Officer’s Certificate, as the case may be, delivered to, and accepted in writing by, the Trustee; provided, however, that such
supplemental Board Resolution or Officer’s Certificate shall not be accepted by the Trustee or otherwise be effective unless all conditions set forth in this Indenture which would be required to be satisfied if such additions, changes or
elimination were contained in a supplemental indenture shall have been appropriately satisfied. Upon the acceptance thereof by the Trustee, any such supplemental Board Resolution or Officer’s Certificate shall be deemed to be a
“supplemental indenture” for purposes of Sections 1204 and 1206. 
 ARTICLE THIRTEEN 

Meetings of Holders; Action Without Meeting 
  

	SECTION 1301.	Purposes for Which Meetings May Be Called. 

 A meeting of Holders of
Securities of one or more, or all, series, or any Tranche or Tranches thereof, may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be made, given or taken by Holders of Securities of such series or Tranches. 
  

	SECTION 1302.	Call, Notice and Place of Meetings. 

 (a) The Trustee may at any time
call a meeting of Holders of Securities of one or more, or all, series, or any Tranche or Tranches thereof, for any purpose specified in Section 1301, to be held at such time and at such place in the Borough of Manhattan, The City of New York,
New York as the Trustee shall determine, or, with the approval of the Company, at any other place. Notice of every such meeting, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the meeting. 

(b) If the Trustee shall have been requested to call a meeting of the Holders of Securities of one or more, or all, series, or
any Tranche or Tranches thereof, by the Company or by the Holders of 33% in aggregate principal amount of all of such series and Tranches, considered as one class, for any purpose specified in Section 1301, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series and Tranches in the amount above specified, as the case may be, may determine the time and the place in the Borough of Manhattan, The City of New York, or in such other
place as shall be determined or approved by the Company for such meeting and may call such meeting for such purposes by giving notice thereof as provided in subsection (a) of this Section. 

  
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 (c) Any meeting of Holders of Securities of one or more, or all, series, or any
Tranche or Tranches thereof, shall be valid without notice if the Holders of all Outstanding Securities of such series or Tranches are present in person or by proxy and if representatives of the Company and the Trustee are present, or if notice is
waived in writing before or after the meeting by the Holders of all Outstanding Securities of such series, or any Tranche or Tranches thereof, or by such of them as are not present at the meeting in person or by proxy, and by the Company and the
Trustee. 
  

	SECTION 1303.	Persons Entitled to Vote at Meetings. 

 To be entitled to vote at any
meeting of Holders of Securities of one or more, or all, series, or any Tranche or Tranches thereof, a Person shall be (a) a Holder of one or more Outstanding Securities of such series or Tranches, or (b) a Person appointed by an
instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series or Tranches by such Holder or Holders. The only Persons who shall be entitled to attend any meeting of Holders of Securities of any series or
Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company and its counsel. 

 

	SECTION 1304.	Quorum; Action. 

 The Persons entitled to vote a majority in aggregate
principal amount of the Outstanding Securities of the series and Tranches with respect to which a meeting shall have been called as hereinbefore provided, considered as one class, shall constitute a quorum for a meeting of Holders of Securities of
such series and Tranches; provided, however, that if any action is to be taken at such meeting which this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the
Outstanding Securities of such series and Tranches, considered as one class, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities of such series and Tranches, considered as one class, shall
constitute a quorum. In the absence of a quorum within one hour of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series and Tranches, be dissolved. In any other case the
meeting may be adjourned for such period as may be determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for such
period as may be determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Except as provided by Section 1305(e), notice of the reconvening of any meeting adjourned for more than 30 days shall be given as
provided in Section 1302(a) not less than 10 days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal
amount of the Outstanding Securities of such series and Tranches which shall constitute a quorum. 
 Except as limited by
Section 1202, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the 

  
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affirmative vote of the Holders of a majority in aggregate principal amount of the Outstanding Securities of the series and Tranches with respect to which such meeting shall have been called,
considered as one class; provided, however, that, except as so limited, any resolution with respect to any action which this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of such series and Tranches, considered as one class, may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the
Holders of such specified percentage in principal amount of the Outstanding Securities of such series and Tranches, considered as one class. 

Any resolution passed or decision taken at any meeting of Holders of Securities duly held in accordance with this Section
shall be binding on all the Holders of Securities of the series and Tranches with respect to which such meeting shall have been held, whether or not present or represented at the meeting. 

 

	SECTION 1305.	Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings. 


(a) Attendance at meetings of Holders of Securities may be in person or by proxy; and, to the extent permitted by law, any such
proxy shall remain in effect and be binding upon any future Holder of the Securities with respect to which it was given unless and until specifically revoked by the Holder or future Holder of such Securities before being voted. 

(b) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities in regard to proof of the holding of such 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. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be
proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104. Such regulations may provide that written instruments appointing proxies, regular on their face, may be
presumed valid and genuine without the proof specified in Section 104 or other proof. 
 (c) The Trustee shall, by an
instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section 1302(b), in which case the Company or the Holders of Securities of the series and
Tranches calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in aggregate
principal amount of the Outstanding Securities of all series and Tranches represented at the meeting, considered as one class. 

(d) At any meeting each Holder or proxy shall be entitled to one vote for each $1 principal amount of Securities held or
represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall
have no right to vote, except as a Holder of a Security or proxy. 

  
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 (e) Any meeting duly called pursuant to Section 1302 at which a quorum is
present may be adjourned from time to time by Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of all series and Tranches represented at the meeting, considered as one class; and the meeting may be held
as so adjourned without further notice. 
  

	SECTION 1306.	Counting Votes and Recording Action of Meetings. 

 The vote upon any
resolution submitted to any meeting of Holders shall be by written ballots on which shall be subscribed the signatures of the Holders or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities, of
the series and Tranches with respect to which the meeting shall have been called, held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting their verified written reports of all votes cast at the meeting. A record in triplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the
meeting and showing that said notice was given as provided in Section 1302 and, if applicable, Section 1304. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy
shall be delivered to each of the Company and the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein
stated. 
  

	SECTION 1307.	Action Without Meeting. 

 In lieu of a vote of Holders at a meeting as
hereinbefore contemplated in this Article, any request, demand, authorization, direction, notice, consent, waiver or other action may be made, given or taken by Holders by written instruments as provided in Section 104. 

ARTICLE FOURTEEN 
 RESERVED 

ARTICLE FIFTEEN 
 Subordination of
Securities 
  

	SECTION 1501.	Securities Subordinate to Senior Indebtedness of the Company. 

 The
Company, for itself, its successors and assigns, covenants and agrees, and each Holder of the Securities of each series, by its acceptance thereof, likewise covenants and agrees, that the payment of the principal of and premium, if any, and
interest, if any, on each and all of the Securities is hereby expressly subordinated and junior in right of payment, and subject, to the extent and in the manner set forth in this Article, in right of payment to the prior payment in full of all
Senior Indebtedness of the Company. However, the Securities of each series will rank equally in right of payment with any Pari Passu Securities of the Company. 

  
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 Each Holder of the Securities of each series, by its acceptance thereof,
authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article, and appoints the Trustee its attorney-in-fact for any and all such purposes. 

 

	SECTION 1502.	Payment Over of Proceeds of Securities. 

 In the event (a) of any
insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of the Company or a substantial part of its property and assets, or of any proceedings for liquidation, dissolution or
other winding up of the Company, whether or not involving insolvency or bankruptcy, or (b) subject to the provisions of Section 1503, that (i) a default shall have occurred with respect to the payment of principal of or interest on or
other monetary amounts due and payable on any Senior Indebtedness of the Company, or (ii) there shall have occurred a default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of
any Senior Indebtedness of the Company, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof, or any other Person on its or their behalf to accelerate the maturity thereof (with notice
or lapse of time, or both), and such default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (i) and (ii) of this clause (b), such default shall not have been cured or waived or
shall not have ceased to exist, or (c) that the principal of and/or premium, if any, and/or accrued interest, if any, on the Securities of any series shall have been declared due and payable pursuant to Section 801 and such declaration
shall not have been rescinded and annulled as provided in Section 802, then: 
 (1) the holders of all
Senior Indebtedness of the Company shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Securities are entitled to
receive a payment on account of the principal of, premium if any, or interest on the indebtedness evidenced by the Securities, including, without limitation, any payments made pursuant to Articles Four and Five; 

(2) any payment by, or distribution of property or assets of, the Company of any kind or character, whether in
cash, property or securities, to which any Holder or the Trustee would be entitled except for the provisions of this Article, shall be paid or delivered by the Person making such payment or distribution, whether a trustee in bankruptcy, a receiver
or liquidating trustee or otherwise, directly to the holders of such Senior Indebtedness of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such
Senior Indebtedness of the Company may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness of the Company held or represented by each, to the extent necessary to make payment in full
of all Senior Indebtedness of the Company remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness of the Company, before any payment or distribution is made to
the Holders of the indebtedness evidenced by the Securities or to the Trustee under this Indenture; and 

  
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 (3) in the event that, notwithstanding the foregoing, any payment
by, or distribution of property or assets of, the Company of any kind or character, whether in cash, property or securities, in respect of principal of, or premium, if any, or interest on the Securities or in connection with any repurchase by the
Company of the Securities, shall be received by the Trustee or any Holder before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money or money’s worth, such payment or distribution in respect of
principal of, or premium, if any, or interest on the Securities or in connection with any repurchase by the Company of the Securities shall be paid over to the holders of such Senior Indebtedness of the Company or their representative or
representatives or to the trustee or trustees under any indenture under which any instruments evidencing any such Senior Indebtedness of the Company may have been issued, ratably as aforesaid, for application to the payment of all Senior
Indebtedness of the Company remaining unpaid until all such Senior Indebtedness of the Company shall have been paid in full, after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior
Indebtedness of the Company. 
 Notwithstanding the foregoing, at any time after the 123rd day following the date of deposit
of cash or Eligible Obligations pursuant to Section 701 or 702 (provided all conditions set out in such Section shall have been satisfied), the funds so deposited and any interest thereon will not be subject to any rights of holders of Senior
Indebtedness of the Company including, without limitation, those arising under this Article Fifteen; provided that no event described in clauses (e) and (f) of Section 801 with respect to the Company has occurred during such 123-day
period. 
 For purposes of this Article only, 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 Person provided for by a plan of reorganization or readjustment which are subordinate in right of payment to all Senior Indebtedness of
the Company which may at the time be outstanding to the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property and assets as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article Eleven
hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 1502 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions
stated in Article Eleven hereof. Nothing in Section 1501 or in this Section 1502 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 907. 

 

	SECTION 1503.	Disputes with Holders of Certain Senior Indebtedness of the Company. 


Any failure by the Company to make any payment on or perform any other obligation in respect of Senior Indebtedness of the
Company, other than any indebtedness incurred by the Company or assumed or guaranteed, directly or indirectly, by the Company for money borrowed (or any deferral, renewal, extension or refunding thereof) or any other obligation as to which the
provisions of this Section shall have been waived by the Company in the instrument or 

  
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instruments by which the Company incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be deemed a default under clause (b) of Section 1502 if
(i) the Company shall be disputing its obligation to make such payment or perform such obligation and (ii) either (A) no final judgment relating to such dispute shall have been issued against the Company which is in full force and
effect and is not subject to further review, including a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or review, or (B) in the event that a judgment that is subject to
further review or appeal has been issued, the Company shall in good faith be prosecuting an appeal or other proceeding for review and a stay or execution shall have been obtained pending such appeal or review. 

 

	SECTION 1504.	Subrogation. 

 Senior Indebtedness of the Company shall not be deemed to
have been paid in full unless the holders thereof shall have received cash (or securities or other property satisfactory to such holders) in full payment of such Senior Indebtedness of the Company then outstanding. Upon the payment in full of all
Senior Indebtedness of the Company, the rights of the Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive any further payments or distributions of cash, property or securities
of the Company applicable to the holders of the Senior Indebtedness of the Company until all amounts owing on the Securities shall be paid in full; and such payments or distributions of cash, property or securities received by the Holders of the
Securities, by reason of such subrogation, which otherwise would be paid or distributed to the holders of such Senior Indebtedness of the Company shall, as between the Company, its creditors other than the holders of Senior Indebtedness of the
Company, and the Holders, be deemed to be a payment by the Company to or on account of Senior Indebtedness of the Company, it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative
rights of the Holders, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand. 
  

	SECTION 1505.	Obligation of the Company Unconditional. 

 Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than the holders of Senior Indebtedness of the Company and the Holders, the obligation of the Company, which is
absolute and unconditional, to pay to the Holders the principal of, 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 and creditors of the Company other than the holders of Senior Indebtedness of the Company, nor shall anything herein or therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable
law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company received upon the exercise of any such remedy.

 Upon any payment or distribution of assets, cash or property or securities of the Company referred to in this Article,
the Trustee and the Holders shall be entitled to rely conclusively upon any order or decree of a court of competent jurisdiction in which such 

  
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dissolution, winding up, liquidation or reorganization proceedings are pending for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior
Indebtedness of the Company and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon, and all other facts pertinent thereto or to this Article. 

The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself
to be a holder of Senior Indebtedness of the Company (or a representative of such holder or a trustee under any indenture under which any instruments evidencing any such Senior Indebtedness of the Company may have been issued) to establish that such
notice has been given by a holder of such Senior Indebtedness of the Company or such representative or trustee on behalf of such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Indebtedness, or its representative or representatives or trustee or trustees under any indenture under which any instruments evidencing any such Senior Indebtedness of the Company may have been issued, to
participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of the Company held by such Person,
the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the right of such Person under this Article, and, if such evidence is not furnished, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to receive such payment or distribution. 
  

	SECTION 1506.	Priority of Senior Indebtedness of the Company Upon Maturity. 

 Upon the
maturity of the principal of any Senior Indebtedness of the Company by lapse of time, acceleration or otherwise, all matured principal of Senior Indebtedness of the Company and interest, premium and other payment obligation, if any, thereon shall
first be paid in full before any payment of principal or premium, if any, or interest, if any, is made upon the Securities or before any Securities can be acquired by the Company or any sinking fund payment is made with respect to the Securities
(except that required sinking fund payments may be reduced by Securities acquired before such maturity of such Senior Indebtedness of the Company). 
  

	SECTION 1507.	Trustee as Holder of Senior Indebtedness of the Company; Preservation of Trustee’ Rights. 


The Trustee in its individual capacity shall be entitled to all rights set forth in this Article with respect to any Senior
Indebtedness of the Company at any time held by it, to the same extent as any other holder of Senior Indebtedness of the Company. Nothing in this Article shall deprive the Trustee of any of its rights as such holder. 

Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 907. 

  
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	SECTION 1508.	Notice to Trustee to Effectuate Subordination. 

 The Company shall give
prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Failure to give such notice shall not affect the subordination of the Securities
to Senior Indebtedness. 
 Notwithstanding the provisions of this Article or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of moneys to or by the Trustee unless and until the Trustee shall have received written notice thereof at the address specified
in Section 105 from the Company, from a Holder or from a holder of any Senior Indebtedness of the Company or from any representative or representatives of such holder or any trustee or trustees under any indenture under which any instruments
evidencing any such Senior Indebtedness of the Company may have been issued and, prior to the receipt of any such written notice, the Trustee shall be entitled, subject to Section 901, in all respects to assume that no such facts exist;
provided, however, that, if a Responsible Officer of the Trustee shall not have received, at least three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose, with respect to such moneys
the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and/or 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 within three Business Days prior to such date; provided, however, that no such application shall affect the obligations under this Article of the persons receiving such
moneys from the Trustee. 
  

	SECTION 1509.	Modification, Extension, etc. of Senior Indebtedness of the Company. 


The holders of Senior Indebtedness of the Company or their representative or representatives or the trustee or trustees under
any indenture under which any instruments evidencing any such Senior Indebtedness of the Company may have been issued may, without affecting in any manner the subordination of the payment of the principal of and premium, if any, and interest, if
any, on the Securities, at any time or from time to time and in their absolute discretion, agree with the Company to change the manner, place or terms of payment, change or extend the time of payment of, or renew or alter, any Senior Indebtedness of
the Company, or amend or supplement any instrument pursuant to which any Senior Indebtedness of the Company is issued, or exercise or refrain from exercising any other of their rights under the Senior Indebtedness of the Company including, without
limitation, the waiver of default thereunder, all without notice to or assent from the Holders or the Trustee. 
  

	SECTION 1510.	Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness of the Company. 


With respect to the holders of Senior Indebtedness of the Company, the Trustee undertakes to perform or to observe only such of
its covenants and objectives as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to the holders of Senior Indebtedness of the Company 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 of 

  
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the Company, and shall not be liable to any such holders if it shall mistakenly pay over or deliver to the Holders or the Company or any other Person, money or assets to which any holders of
Senior Indebtedness of the Company shall be entitled by virtue of this Article or otherwise. 
  

	SECTION 1511.	Paying Agents Other Than the Trustee. 

 In case at any time any Paying
Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the context shall otherwise require) be construed as extending to and
including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee; provided, however, that Sections 1507, 1508 and 1510 shall not apply
to the Company if it acts as Paying Agent. 
  

	SECTION 1512.	Rights of Holders of Senior Indebtedness of the Company Not Impaired. 


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

	SECTION 1513.	Effect of Subordination Provisions; Termination. 

 Notwithstanding
anything contained herein to the contrary, other than as provided in the immediately succeeding sentence, all the provisions of this Indenture shall be subject to the provisions of this Article, so far as the same may be applicable thereto. 

Notwithstanding anything contained herein to the contrary, the provisions of this Article Fifteen shall be of no further
effect, and the Securities shall no longer be subordinated in right of payment to the prior payment of Senior Indebtedness of the Company, if, and to the extent, the Company shall have delivered to the Trustee a notice to such effect. Any such
notice delivered by the Company shall not be deemed to be a supplemental indenture for purposes of Article Twelve. 
 ARTICLE SIXTEEN 

Immunity of Incorporators, Stockholders, Officers and Directors 
  

	SECTION 1601.	Liability Solely Corporate. 

 No recourse shall be had for the payment of
the principal of or premium, if any, or interest, if any, on any Securities, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or
agreement under this Indenture, against any incorporator, stockholder, officer or director, as such, past, present or future of the Company or of any predecessor or successor Person of the Company (either directly or through the Company or a
predecessor or successor Person of either of them), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this
Indenture and all the Securities are solely corporate obligations, and that, except as 

  
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otherwise provided as contemplated by Section 301, no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or
future, of the Company or of any predecessor or successor Person of the Company, either directly or indirectly through the Company or of any predecessor or successor Person, because of the indebtedness hereby authorized or under or by reason of any
of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or to be implied herefrom or therefrom, and that any such personal liability is hereby expressly waived and released as a condition of, and as part
of the consideration for, the execution of this Indenture and the issuance of the Securities. 
 This instrument may be
executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

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

 

					
	  
	 	 ,

	 as Issuer
	 	
		
	 By:
	 	  

	 Name:
	 		 	
		
	  
	 	 ,

	 as Trustee
	 	
		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  




  
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