EX-4.4



 Exhibit 4.4 
  

 
 EMPIRE STATE REALTY TRUST OP,
L.P., AS COMPANY 
 EMPIRE STATE REALTY TRUST, INC., AS PARENT 

AND 

[                    ] 

Trustee 
  

 
 Indenture

 Dated as of
[                    ] 
  

 
 Senior Debt
Securities 
  
  

  
 1 








 TABLE OF CONTENTS 

 

					
	 	 	 	 	 Page

		
	 RECITALS OF THE COMPANY
	 	1
		
	 ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	1
	 SECTION 1.01.
	 	 Definitions
	 	1
	 SECTION 1.02.
	 	 Compliance Certificates and Opinions
	 	10
	 SECTION 1.03.
	 	 Form of Documents Delivered to Trustee
	 	11
	 SECTION 1.04.
	 	 Acts of Holders
	 	11
	 SECTION 1.05.
	 	 Notices, etc., to Trustee and Company
	 	13
	 SECTION 1.06.
	 	 Notice to Holders: Waiver
	 	13
	 SECTION 1.07.
	 	 Counterparts; Effect of Headings and Table of Contents
	 	14
	 SECTION 1.08.
	 	 Successors and Assigns
	 	15
	 SECTION 1.09.
	 	 Severability Clause
	 	15
	 SECTION 1.10.
	 	 Benefits of Indenture
	 	15
	 SECTION 1.11.
	 	 Governing Law
	 	15
	 SECTION 1.12.
	 	 Non-Business Day
	 	15
	 SECTION 1.13.
	 	 Limited Liability; Immunity of Partners, Stockholders, Directors, Officers and Agents of the Company and Parent
	 	15
	 SECTION 1.14.
	 	 Conflict with Trust Indenture Act
	 	16
		
	 ARTICLE TWO - SECURITIES FORMS
	 	16
	 SECTION 2.01.
	 	 Forms of Securities
	 	16
	 SECTION 2.02.
	 	 Form of Trustee’s Certificate of Authentication
	 	16
	 SECTION 2.03.
	 	 Securities Issuable in Global Form
	 	16
		
	 ARTICLE THREE - THE SECURITIES
	 	18
	 SECTION 3.01.
	 	 Amount Unlimited; Issuable in Series
	 	18
	 SECTION 3.02.
	 	 Denominations
	 	21
	 SECTION 3.03.
	 	 Execution, Authentication, Delivery and Dating
	 	21
	 SECTION 3.04.
	 	 Temporary Securities
	 	24
	 SECTION 3.05.
	 	 Registration, Registration of Transfer and Exchange
	 	26
	 SECTION 3.06.
	 	 Mutilated, Destroyed, Lost and Stolen Securities
	 	29
	 SECTION 3.07.
	 	 Payment of Interest; Interest Rights Preserved
	 	31
	 SECTION 3.08.
	 	 Persons Deemed Owners
	 	33
	 SECTION 3.09.
	 	 Cancellation
	 	33
	 SECTION 3.10.
	 	 Computation of Interest
	 	34
	 SECTION 3.11.
	 	 CUSIP Numbers
	 	34
		
	 ARTICLE FOUR - SATISFACTION AND DISCHARGE
	 	34
	 SECTION 4.01.
	 	 Satisfaction and Discharge of Indenture
	 	34
	 SECTION 4.02.
	 	 Application of Trust Funds
	 	35


  
 (i) 









					
	 ARTICLE FIVE - REMEDIES
	 	36
	 SECTION 5.01.
	 	 Events of Default
	 	36
	 SECTION 5.02.
	 	 Acceleration of Maturity; Rescission and Annulment
	 	38
	 SECTION 5.03.
	 	 Collection of Indebtedness and Suits for Enforcement by Trustee
	 	39
	 SECTION 5.04.
	 	 Trustee May File Proofs of Claim
	 	39
	 SECTION 5.05.
	 	 Trustee May Enforce Claims Without Possession of Securities or Coupons
	 	40
	 SECTION 5.06.
	 	 Application of Money Collected
	 	40
	 SECTION 5.07.
	 	 Limitation on Suits
	 	41
	 SECTION 5.08.
	 	 Unconditional Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any, and Interest, if any
	 	42
	 SECTION 5.09.
	 	 Restoration of Rights and Remedies
	 	42
	 SECTION 5.10.
	 	 Rights and Remedies Cumulative
	 	42
	 SECTION 5.11.
	 	 Delay or Omission Not Waiver
	 	42
	 SECTION 5.12.
	 	 Control by Holders of Securities
	 	42
	 SECTION 5.13.
	 	 Waiver of Past Defaults
	 	43
	 SECTION 5.14.
	 	 Waiver of Usury, Stay or Extension Laws
	 	43
	 SECTION 5.15.
	 	 Undertaking for Costs
	 	43
		
	 ARTICLE SIX - THE TRUSTEE
	 	44
	 SECTION 6.01.
	 	 Notice of Defaults
	 	44
	 SECTION 6.02.
	 	 Certain Rights of Trustee
	 	44
	 SECTION 6.03.
	 	 Not Responsible for Recitals or Issuance of Securities
	 	46
	 SECTION 6.04.
	 	 May Hold Securities
	 	46
	 SECTION 6.05.
	 	 Money Held in Trust
	 	46
	 SECTION 6.06.
	 	 Compensation and Reimbursement
	 	46
	 SECTION 6.07.
	 	 Corporate Trustee Required; Eligibility; Conflicting Interests
	 	47
	 SECTION 6.08.
	 	 Resignation and Removal; Appointment of Successor
	 	47
	 SECTION 6.09.
	 	 Acceptance of Appointment by Successor
	 	49
	 SECTION 6.10.
	 	 Merger, Conversion, Consolidation or Succession to Business
	 	50
	 SECTION 6.11.
	 	 Appointment of Authenticating Agent
	 	50
	 SECTION 6.12.
	 	 Certain Duties and Responsibilities of the Trustee
	 	51
		
	 ARTICLE SEVEN - HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	53
	 SECTION 7.01.
	 	 Disclosure of Names and Addresses of Holders
	 	53
	 SECTION 7.02.
	 	 Reports by Trustee
	 	53
	 SECTION 7.03.
	 	 Reports by Company
	 	53
	 SECTION 7.04.
	 	 Company to Furnish Trustee Names and Addresses of Holders
	 	54
		
	 ARTICLE EIGHT - CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE
	 	54
	 SECTION 8.01.
	 	 Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions
	 	54
	 SECTION 8.02.
	 	 Rights and Duties of Successor Entity
	 	55
	 SECTION 8.03.
	 	 Consolidations and Mergers of Parent and Sales, Leases and Conveyances Permitted Subject to Certain Conditions
	 	55


  
 (ii) 









							
	 SECTION 8.04.
	 	 Rights and Duties of Successor Entity
	  	 	55	  
	 SECTION 8.05.
	 	 Officer’s Certificate and Opinion of Counsel
	  	 	56	  
	 SECTION 8.06.
	 	 Transfers to Majority Owned Subsidiaries
	  	 	56	  
		
	 ARTICLE NINE - SUPPLEMENTAL INDENTURES
	  	 	56	  
	 SECTION 9.01.
	 	 Supplemental Indentures Without Consent of Holders
	  	 	56	  
	 SECTION 9.02.
	 	 Supplemental Indentures with Consent of Holders
	  	 	58	  
	 SECTION 9.03.
	 	 Execution of Supplemental Indentures
	  	 	58	  
	 SECTION 9.04.
	 	 Effect of Supplemental Indentures
	  	 	59	  
	 SECTION 9.05.
	 	 Conformity with Trust Indenture Act
	  	 	59	  
	 SECTION 9.06.
	 	 Reference in Securities to Supplemental Indentures
	  	 	59	  
		
	 ARTICLE TEN - COVENANTS
	  	 	59	  
	 SECTION 10.01.
	 	 Payment of Principal, Premium or Make-Whole Amount, if any, and Interest, if any
	  	 	59	  
	 SECTION 10.02.
	 	 Maintenance of Office or Agency
	  	 	59	  
	 SECTION 10.03.
	 	 Money for Securities Payments to Be Held in Trust
	  	 	61	  
	 SECTION 10.04.
	 	 Existence
	  	 	62	  
	 SECTION 10.05.
	 	 Statement as to Compliance
	  	 	62	  
	 SECTION 10.06.
	 	 Parent Guarantee
	  	 	63	  
	 SECTION 10.07.
	 	 Waiver of Certain Covenants
	  	 	63	  
		
	 ARTICLE ELEVEN - REDEMPTION OF SECURITIES
	  	 	63	  
	 SECTION 11.01.
	 	 Applicability of Article
	  	 	63	  
	 SECTION 11.02.
	 	 Election to Redeem; Notice to Trustee
	  	 	63	  
	 SECTION 11.03.
	 	 Selection by Trustee of Securities to Be Redeemed
	  	 	63	  
	 SECTION 11.04.
	 	 Notice of Redemption
	  	 	64	  
	 SECTION 11.05.
	 	 Deposit of Redemption Price
	  	 	65	  
	 SECTION 11.06.
	 	 Securities Payable on Redemption Date
	  	 	65	  
	 SECTION 11.07.
	 	 Securities Redeemed in Part
	  	 	66	  
		
	 ARTICLE TWELVE - SINKING FUNDS
	  	 	67	  
	 SECTION 12.01.
	 	 Applicability of Article
	  	 	67	  
	 SECTION 12.02.
	 	 Satisfaction of Sinking Fund Payments with Securities
	  	 	67	  
	 SECTION 12.03.
	 	 Redemption of Securities for Sinking Fund
	  	 	67	  
		
	 ARTICLE THIRTEEN - REPAYMENT AT THE OPTION OF HOLDERS
	  	 	68	  
	 SECTION 13.01.
	 	 Applicability of Article
	  	 	68	  
	 SECTION 13.02.
	 	 Repayment of Securities
	  	 	68	  
	 SECTION 13.03.
	 	 Exercise of Option
	  	 	68	  
	 SECTION 13.04.
	 	 When Securities Presented for Repayment Become Due and Payable
	  	 	69	  
	 SECTION 13.05.
	 	 Securities Repaid in Part
	  	 	70	  
		
	 ARTICLE FOURTEEN - DEFEASANCE AND COVENANT DEFEASANCE
	  	 	70	  
	 SECTION 14.01.
	 	 Applicability of Article: Company’s Option to Effect Defeasance or Covenant Defeasance
	  	 	70	  


  
 (iii) 









							
	 SECTION 14.02.
	 	 Defeasance and Discharge
	  	 	70	  
	 SECTION 14.03.
	 	 Covenant Defeasance
	  	 	70	  
	 SECTION 14.04.
	 	 Conditions to Defeasance or Covenant Defeasance
	  	 	71	  
	 SECTION 14.05.
	 	 Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions
	  	 	73	  
		
	 ARTICLE FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES
	  	 	74	  
	 SECTION 15.01.
	 	 Purposes for Which Meetings May Be Called
	  	 	74	  
	 SECTION 15.02.
	 	 Call, Notice and Place of Meetings
	  	 	74	  
	 SECTION 15.03.
	 	 Persons Entitled to Vote at Meetings
	  	 	74	  
	 SECTION 15.04.
	 	 Quorum; Action
	  	 	74	  
	 SECTION 15.05.
	 	 Determination of Voting Rights; Conduct and Adjournment of Meetings
	  	 	75	  
	 SECTION 15.06.
	 	 Counting Votes and Recording Action of Meetings
	  	 	76	  
		
	 SIGNATURES
	  	 	77	  
		
	 EXHIBIT A FORM OF REDEEMABLE OR NON-REDEEMABLE SENIOR DEBT SECURITY
	  	 	A-1	  
		
	 EXHIBIT B FORMS OF CERTIFICATION
	  	 	B-1	  


  
 (iv) 








 EMPIRE STATE REALTY TRUST OP, L.P. Reconciliation and tie between the Trust Indenture Act of
1939, as amended (the “Trust Indenture Act” or “TIA”), and the Indenture, dated as of [                    ]. 

 

					
	 Trust Indenture

Act Section
	 	 	  	 Indenture Section

			
	§ 310(a)(1)	 		  	6.07
	(a)(2)	 		  	Not applicable
	(a)(3)	 		  	Not applicable
	(a)(4)	 		  	Not applicable
	(a)(5)	 		  	Not applicable
	(b)	 		  	6.04, 6.08
	§ 311	 		  	1.01(2), 6.04
	§ 312	 		  	7.01
	(a)	 		  	Not applicable
	(b)	 		  	7.01
	(c)	 		  	Not applicable
	§ 313	 		  	1.01(“Outstanding”), 7.02
	(c)	 		  	6.01, 7.03
	§ 314	 		  	Not applicable
	(a)	 		  	Not applicable
	(b)	 		  	Not applicable
	(c)(1)	 		  	Not applicable
	(c)(2)	 		  	Not applicable
	(c)(3)	 		  	Not applicable
	(d)	 		  	Not applicable
	(e)	 		  	Not applicable
	§ 315(a)	 		  	3.03, 6.02
	(b)	 		  	3.03, 6.02
	(c)	 		  	3.03, 6.02
	(d)	 		  	3.03, 6.02
	(e)	 		  	6.08
	§ 316(a)	 		  	Not applicable
	(a)(1)(A)	 		  	Not applicable
	(a)(1)(B)	 		  	Not applicable
	(a)(2)	 		  	Not applicable
	(b)	 		  	Not applicable
	(c)	 		  	1.04
	§317(a)(1)	 		  	Not applicable
	(a)(2)	 		  	Not applicable
	(b)	 		  	Not applicable
	§318(a)	 		  	Not applicable

  

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


  
 (v) 








 Attention should also be directed to TIA Section 318(c), which provides that the provisions
of TIA Sections 310 to and including 317 are a part of and govern every qualified indenture, whether or not physically contained therein. 

  
 (vi) 








 INDENTURE, dated as of
[                    ], among EMPIRE STATE REALTY OP, L.P, a limited partnership organized under the laws of the State of Delaware (hereinafter
called the “Company”), Empire State Realty Trust, Inc., a Maryland corporation (hereinafter called the “Parent”) and
[                    ], as Trustee hereunder (hereinafter called the “Trustee”). 

RECITALS OF THE COMPANY 

The Company deems it necessary to issue from time to time for its lawful purposes senior debt securities (hereinafter called the
“Securities”) evidencing its unsecured and senior indebtedness, and has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the Securities, to be issued in one or more Series
as provided in this Indenture. 
 This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended (the
“Trust Indenture Act” or “TIA”), that are deemed to be incorporated into this Indenture and shall, to the extent applicable, be governed by such provisions. 

All things necessary to make this Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been
done. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of Series thereof, as follows: 
 ARTICLE ONE - DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION 
 SECTION 1.01. Definitions. 

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 

(1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the
singular; 
 (2) all other terms used herein which are defined in the TIA, either directly or by reference therein, have the
meanings assigned to them therein, and the terms “cash transactions” and “self liquidating paper,” as used in TIA Section 311, shall have the meanings assigned to them in the rules of the Commission adopted under the TIA;

 (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; 

(4) any reference to an “Article” or a “Section” refers to an Article or Section, as the case may be, of
this Indenture; and 
 (5) the words “herein,” “hereof “and “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 







 “Act,” when used with respect to any Holder, has the meaning specified in
Section 1.04. 
 “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 authorized by the Trustee pursuant to Section 6.11 hereof to act on behalf of
the Trustee to authenticate Securities of one or more Series. 
 “Authorized Newspaper” means a newspaper, printed in the
English language or in an official language of the country of publication, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in each place in connection with which the
term is used or in the financial community of each such place. Whenever successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different Authorized Newspapers in the same
city meeting the foregoing requirements and in each case on any Business Day. 
 “Bankruptcy Law” means Title 11 of the
U.S. Code or any similar federal or state law for the relief of debtors. 
 “Bearer Security” means any Security
established pursuant to Section 2.01 which is payable to the bearer. 
 “Board of Directors” when used with reference
to the Company, means the board of directors of Parent, or any committee of that board duly authorized to act hereunder or any director or directors and/or officer or officers of Parent, to whom the board or committee shall have duly delegated its
authority. 
 “Board Resolution” means a copy of (1) a resolution certified by the Secretary or an Assistant Secretary
of Parent to have been duly adopted by the Board of Directors or a duly authorized committee of the Board of Directors and to be in full force and effect on the date of such certification or (2) a certificate signed by the director or directors
or officer or officers to whom the Board of Directors of Parent shall have duly delegated its authority, together with a resolution certified by the Secretary or an Assistant Secretary of Parent to have been duly adopted by the Board of Directors
and to be in full force and effect on the date of such certification authorizing such delegation, and, in each case, delivered to the Trustee. 

“Business Day,” when used with respect to any Place of Payment or any other particular location referred to in this Indenture
or in the Securities, means, unless otherwise specified with respect to any Securities issued pursuant to Section 3.01, any day, other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by
law or executive order to close or be closed. 

  
 2 








 “Capital Stock” means any and all shares, interests, participations, rights or
other equivalents (however designated) of corporate stock and, with respect to partnerships, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, such partnership. 
 “Clearstream” means Clearstream Banking
Luxembourg, société anonyme, or its successor. 
 “Code” means the Internal Revenue Code of 1986, as amended,
and the regulations thereunder. 
 “Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Exchange Act, or, if at any time after execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on
such date. 
 “Common Depository” has the meaning specified on Section 3.04. 

“Common Stock” means, with respect to any Person, all shares of capital stock issued by such Person other than Preferred
Stock. 
 “Company” means the Person named as the “Company” in the first paragraph of this Indenture until a
successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation. 

“Company Recourse Indebtedness” has the meaning specified in Section 5.01(5). 

“Company Request” and “Company Order” mean, respectively, a written request or order signed on behalf of the
Company by the Parent, as its general partner, by an Officer of Parent, and delivered to the Trustee. 
 “Conversion Event”
means the cessation of use of (i) a Foreign Currency both by the government of the country which issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking
community or (ii) any currency unit (or composite currency) for the purposes for which it was established. 
 “Corporate Trust
Office” means the office of the Trustee at which, at any particular time, its corporate trust business shall be principally administered, which office at the date hereof is located at
[                    ]. 

“coupon” means any interest coupon appertaining to a Bearer Security. 

“covenant defeasance” has the meaning specified in Section 14.03. 

  
 3 








 “Custodian” means any receiver, trustee, assignee, liquidator or other similar
official under any Bankruptcy Law. 
 “Debt Instrument” has the meaning specified in Section 5.01(5). 

“Defaulted Interest” has the meaning specified in Section 3.07. 

“defeasance” has the meaning specified in Section 14.02. 

“Dollar” and the sign “$” means a dollar or other equivalent unit in such coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts. 
 “DTC” means the
Depository Trust Company and any successor to DTC in its capacity as depository for any Securities. 
 “Euroclear”
Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System. 
 “Event of Default” has the meaning
specified in Section 5.01. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, as in force at the
date as of which this Indenture was executed; provided, however, that in the event the Exchange Act is amended after such date, “Exchange Act” means to the extent required by any such amendment, the Exchange Act as so
amended. 
 “Exchange Date” has the meaning specified in Section 3.04. 

“FINRA” has the meaning specified in Section 13.03. 

“Foreign Currency” means any currency, currency unit or composite currency issued by the government of one or more countries
other than the United States of America or by any recognized confederation or association of such governments. 
 “GAAP”
means generally accepted accounting principles in the United States, consistently applied, as in effect from time to time. 

“Global Security” means a Security evidencing all or a part of a Series of Securities issued to and registered in the name of
the depository for such Series, or its nominee, in accordance with Section 3.05, and bearing the legend prescribed in Section 2.03. 

“Government Obligations” means (i) securities which are (A) direct obligations of the United States of America or
the government which issued the Foreign Currency in which the Securities of a particular Series are payable, for the payment of which its full faith and credit is pledged or (B) obligations of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America or such government which issued the Foreign Currency in which the Securities of such Series are payable, the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America 

  
 4 








 
or such other government, which, in either case, are not callable or redeemable at the option of the issuer thereof, and (ii) a depository receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that
(except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific
payment of interest on or principal of the Government Obligation evidenced by such depository receipt. 
 “Holder” means,
in the case of a Registered Security, the Person in whose name a Security is registered in the Security Register and, in the case of a Bearer Security, the bearer thereof and, when used with respect to any coupon, shall mean the bearer thereof. 

“Indenture” means this instrument as originally executed or as it may be supplemented or amended from time to time by one or
more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, and shall include the terms of particular Series of Securities established as contemplated by Section 3.01; provided, however, that, if
at any time more than one Person is acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one or more Series of Securities for which such Person is Trustee, this instrument as originally executed or as it may
be supplemented or amended from time to time by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of the or those particular Series of Securities for which such Person is
Trustee established as contemplated by Section 3.01, exclusive, however, of any provisions or terms which relate solely to other Series of Securities for which such Person is Trustee, regardless of when such terms or provisions were adopted,
and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such Person had become such Trustee but to which such Person, as such Trustee, was not a party. 

“Indexed Security” means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity
may be more or less than the principal face amount thereof at original issuance. 
 “Interest,” when used with respect to
an Original Issue Discount Security which by its terms bears interest only after Maturity, shall mean interest payable after Maturity. 

“Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on
such Security. 
 “Make-Whole Amount,” when used with respect to any Security, means the amount, if any, in addition to
principal (and accrued interest thereon, if any) which is required by a Security, under the terms and conditions specified therein or as otherwise specified as contemplated by Section 3.01, to be paid by the Company to the Holder thereof in
connection with any optional redemption or accelerated payment of such Security. 
 “mandatory sinking fund payment” has
the meaning specified in Section 12.01. 

  
 5 








 “Maturity,” when used with respect to any Security, means the date on which the
principal (or, if the context so requires, in the case of an Original Issue Discount Security, or lesser amount or, in the case of an Indexed Security, an amount determined in accordance with the specified terms of that Security) of such Security or
an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise. 

“Notice of Default” has the meaning specified in Section 5.01. 

“Officer” means the Chairman of the Board, the President, any Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary of Parent. 
 “Officer’s Certificate” means a certificate signed by an Officer of the Parent on behalf of
the Company, as its general partner, and delivered to the Trustee. 
 “Opinion of Counsel” means a written opinion of
counsel, who may be counsel for the Company or who may be an employee of or other counsel for the Company. Such opinion may contain customary qualifications and assumptions. 

“Option to Elect Repayment” has the meaning specified in Section 13.03. 

“optional sinking fund payment” has the meaning specified in Section 12.01. 

“Original Issue Discount Security” means any Security which provides for an amount (excluding any amounts attributable to
accrued but unpaid interest thereon) less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02. 

“Outstanding,” when used with respect to Securities, means, as of the date of determination, all Securities theretofore
authenticated and delivered under this Indenture, except: 
 (i) Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; 
 (ii) Securities, or portions thereof, for whose payment or redemption
(including repayment at the option of the Holder) money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company
shall act as its own Paying Agent) for the Holders of such Securities and any coupons appertaining thereto; provided, however, that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture, or provision therefor satisfactory to the Trustee has been made; 
 (iii) Securities, except to the extent
provided in Sections 14.02 and 14.03, with respect to which the Company has effected defeasance and/or covenant defeasance as provided in Article Fourteen; and 

  
 6 








 (iv) Securities which have been paid pursuant to Section 3.06 or in exchange
for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such
Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company. 
 provided, however, that
in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorum
purposes, and for the purpose of making the calculations required by TIA Section 313, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination or calculation and that shall be deemed
to be Outstanding for such purpose shall be equal to the amount of principal thereof that would be (or shall have been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 5.02, (ii) the principal amount of any Security denominated in a Foreign Currency that may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to
the Dollar equivalent, determined pursuant to Section 3.01 as of the date such Security is originally issued by the Company, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of such date
of original issuance of the amount determined as provided in clause (i) above) of such Security, (iii) the principal amount of any Indexed Security that may be counted in making such determination or calculation and that shall be deemed
outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Security pursuant to Section 3.01, and (iv) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities owned as
provided in clause (iv) above 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. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by
the Trustee in accordance with such advice. 
 “Paying Agent” means any Person authorized by the Company to pay the
principal of (and premium or Make-Whole Amount, if any) or interest on any Securities or coupons on behalf of the Company. 

“Permitted Debt” means indebtedness for borrowed money of the Parent and indebtedness for borrowed money of the Company which
is guaranteed by the Parent not to exceed $10,000,000 in the aggregate outstanding from time to time. 

  
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 “Person” means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof, or any other entity or organization. 

“Place of Payment,” when used with respect to the Securities of or within any Series, means the place or places where the
principal of (and premium or Make-Whole Amount, if any) and interest on such Securities are payable as specified as contemplated by Sections 3.01 and 10.02. 

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt
as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security or a Security to
which a mutilated, destroyed, lost or stolen coupon appertains shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security or the Security to which the mutilated, destroyed, lost or stolen coupon appertains. 

“Preferred Stock” means, with respect to any Person, all capital stock issued by such Person that is entitled to a preference
or priority over any other capital stock issued by such Person with respect to any distribution of such Person’s assets, whether by dividend or upon any voluntary or involuntary liquidation, dissolution or winding up. 

“Recourse” means, with respect to any obligor, indebtedness for borrowed money of such obligor other than indebtedness for
borrowed money, or a guaranty of indebtedness for borrowed money, in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary
bankruptcy and other similar customary exceptions to nonrecourse liability) is contractually limited to specific assets of such obligor encumbered by a lien securing such indebtedness or guaranty. 

“Redemption Date,” when used with respect to any Security to be redeemed, in whole or in part, 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 specified in the related Officer’s Certificate or supplemental indenture contemplated by and pursuant to Section 3.01, at which it is to be redeemed pursuant to this Indenture. 

“Registered Security” shall mean any Security which is registered in the Security Register. 

“Regular Record Date” for the interest payable on any Interest Payment Date on the Registered Securities of or within any
Series means the date specified for that purpose as contemplated by Section 3.01, whether or not a Business Day. 
 “Repayment
Date” means, when used with respect to any Security to be repaid at the option of the Holder, the date fixed for such repayment by or pursuant to this Indenture. 

  
 8 








 “Repayment Price” means, when used with respect to any Security to be repaid at
the option of the Holder, the price at which it is to be repaid by or pursuant to this Indenture. 
 “Responsible Officer,”
when used with respect to the Trustee, means any Vice President (whether or not designated by a number or a word or words added before or after the title “Vice President”), Assistant Vice President, Trust Officer or Assistant Trust Officer
working in its Corporate Trust Department, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and working in its Corporate Trust Department, and also means, with
respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such officer’s knowledge and familiarity with the particular subject and who shall have direct responsibility for the administration of
this Indenture. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, as in effect from time to time. 
 “Security” and “Securities” has the meaning stated in the
first recital of this Indenture and, more particularly, means any Security or Securities authenticated and delivered under this Indenture; provided, however, that, if at any time there is more than one Person acting as Trustee under
this Indenture, “Securities” with respect to the Indenture as to which such Person is Trustee shall have the meaning stated in the first recital of this Indenture and shall more particularly mean Securities authenticated and delivered
under this Indenture, exclusive, however, of Securities of any Series as to which such Person is not Trustee. 
 “Security
Register” and “Security Registrar” have the respective meanings specified in Section 3.05. 
 “Senior
Officer” means, with respect to the Company, the Chairman of the Board of Directors, the President, the Chief Executive Officer, the Chief Financial Officer, the Treasurer, or the Controller/Chief Accounting Officer of the Parent. 

“Series” of Securities means all securities denoted as part of the same Series authorized by or pursuant to a particular
Board Resolution. 
 “Significant Subsidiary” means any Subsidiary which is a “significant subsidiary” (as
defined in Article I, Rule 1-02 of Regulation S-X, promulgated under the Securities Act) of the Company. 
 “Special Record
Date” for the payment of any Defaulted Interest on the Registered Securities of or within any Series means a date fixed by the Company pursuant to Section 3.07. 

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

  
 9 








 “Subsidiary” means, with respect to any Person, a corporation, partnership,
association, joint venture, trust, limited liability company or other business entity, which is required to be consolidated with the Company in accordance with GAAP. 

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended and as in force at the date
as of which this Indenture was executed, except as provided in Section 9.05. 
 “Trustee” means the Person named as
the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is
then a Trustee hereunder; provided, however, that if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any Series shall mean only the Trustee with respect to Securities of
that Series. 
 “United States” means, unless otherwise specified with respect to any Securities pursuant to
Section 3.01, the United States of America (including the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. 

“United States Person” means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, an
individual who is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or an estate or trust the income of which is subject to United States Federal
income taxation regardless of its source. 
 “Yield to Maturity” means the yield to maturity, computed at the time of
issuance of a Security (or, if applicable, at the most recent redetermination of interest on such Security) and as set forth in such Security in accordance with generally accepted United States bond yield computation principles. 

SECTION 1.02. Compliance Certificates and Opinions 

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents 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 (including certificates delivered pursuant to Section 10.08) shall include: 

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

  
 10 








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

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

SECTION 1.03. Form of Documents Delivered to Trustee 

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 
 Any
certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, or a certificate or representations by counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the opinion, certificate or representations with respect to the matters upon which his certificate or opinion is based are erroneous. 

Any such Opinion of Counsel or certificate or representations 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 as to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that
the certificate or opinion or representations with respect to such matters are erroneous. 
 Where any Person is required to make, give or
execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 

SECTION 1.04. Acts of Holders. 

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by
Holders of the Outstanding Securities of all Series or one or more Series, as the case may be, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in
writing. If Securities of a Series are issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Securities of such Series may,
alternatively, be embodied in and evidenced by the record of Holders of Securities of such Series voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such Series duly called
and held in accordance with the provisions of 

  
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Article Fifteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or
record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as
the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security,
shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company and any agent of the Trustee or the Company, if made in the manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 15.06. 
 (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or
writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date
of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. 

(c) The ownership of Registered Securities shall be proved by the Security Register. As to any matter relating to beneficial ownership
interests in any Global Security, the appropriate depository’s records shall be dispositive for purposes of this Indenture. 
 (d) The
ownership of Bearer Securities may be proved by the production of such Bearer Securities or by a certificate executed, as depository, by any trust company, bank, banker or other depository, wherever situated, if such certificate shall be deemed by
the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depository, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by the certificate or affidavit of
the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of any Bearer Security continues until (1) another certificate
or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a
Registered Security, or (4) such Bearer Security is no longer Outstanding. The ownership of Bearer Securities may also be proved in any other manner which the Trustee deems sufficient. 

(e) If the Company shall solicit from the Holders of Registered Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, in or pursuant to a Board Resolution, 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 no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30
days prior to 

  
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the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. 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 such record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities
shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this
Indenture not later than eleven months after the record date. 
 (f) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustee, any Security Registrar, any Paying Agent, any Authenticating Agent or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 

SECTION 1.05. Notices, etc., to Trustee and Company 

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders which by any provision of this Indenture is required
or permitted to be given or furnished to, or filed with: 
 (1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at [                    ], shall be in
writing and shall be deemed to have been sufficiently given or made, for all purposes, if given or served by being deposited postage prepaid by registered or certified mail in a post office letter box, or sent by overnight courier, or sent by
electronic transmission; or 
 (2) the Company or Parent by the Trustee or by any Holder shall be sufficient for every
purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, to the Company and Parent at One Grand Central Place, 60 East 42nd Street, New York, New York 10165 or at any other address
previously furnished in writing to the Trustee by the Company, Attention: Chief Financial Officer and General Counsel, shall be in writing and shall be deemed to have been sufficiently given or made, for all purposes, if given or served by being
deposited postage prepaid by registered or certified mail in a post office letter box, or sent by overnight courier, or sent by electronic transmission. 

SECTION 1.06. Notice to Holders: Waiver 

Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and deposited postage prepaid by registered or certified mail in a post office letter box, or sent by overnight courier, or sent by electronic transmission, to each such
Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. In any case where notice to 

  
 13 








 
Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to
have been received by such Holder, whether or not such Holder actually receives such notice. 
 If by reason of the suspension of or
irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall
constitute a sufficient notification to such Holders for every purpose hereunder. 
 Except as otherwise expressly provided herein or
otherwise specified with respect to any Securities pursuant to Section 3.01, where this Indenture provides for notice to Holders of Bearer Securities of any event, such notice shall be sufficiently given if published in an Authorized Newspaper
in The City of New York and in such other city or cities as may be specified in such Securities on a Business Day, such publication to be not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the
giving of such notice. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once, on the date of the first such publication. 

If by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for
every purpose hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other
Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. 
 Any request,
demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. 

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver. 
 SECTION 1.07. Counterparts; Effect of Headings and Table of Contents 

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

  
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 SECTION 1.08. Successors and Assigns 

All covenants and agreements in this Indenture by each of the Company and Parent shall bind its respective successors and assigns, whether so
expressed or not. 
 SECTION 1.09. Severability Clause 

In case any provision in this Indenture or in any Security or coupon shall be held invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 SECTION 1.10. Benefits of
Indenture 
 Nothing in this Indenture or in the Securities or coupons, if any, express or implied, shall give to any Person, other than
the parties hereto, any Security Registrar, any Paying Agent, any Authenticating Agent and their successors hereunder, the holders of Securities and the Holders any benefit or any legal or equitable right, remedy or claim under this Indenture. 

SECTION 1.11. Governing Law 

This Indenture and the Securities and coupons shall be governed by and construed in accordance with the laws of the State of New York. This
Indenture is subject to the provisions of the TIA that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions. 

SECTION 1.12. Non-Business Day 

In any case where any Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity of any
Security or the last date on which a Holder has the right to exchange a Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or any Security or coupon other than a provision in the
Securities of any Series which specifically states that such provision shall apply in lieu hereof), payment of interest, if any, or principal (and premium or Make-Whole Amount, if any) or exchange of such Security need not be made at such Place of
Payment on such date, but (except as otherwise provided in the supplemental indenture with respect to such Security) may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or at the Stated Maturity or Maturity, or on such last day for exchange, provided that no interest shall accrue on the amount so payable for the period from and after such
Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as the case may be. 

SECTION 1.13. Limited Liability; Immunity of Partners, Stockholders, Directors, Officers and Agents of the Company and Parent 

Notwithstanding any other provision of this Indenture or of the Securities of any Series to the contrary, no recourse under or upon any
obligation, covenant or agreement contained in this Indenture or in any Security, or because of any indebtedness evidenced by any of the foregoing, shall be had against any past, present or future partner (including Parent), shareholder, member,
manager, employee, officer, agent or director, solely in their capacity as such, of Parent or the Company, as applicable, or any such predecessor or successor, under any rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of Securities by the Holders as part of the consideration for the issue of Securities. 

  
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 SECTION 1.14. Conflict with Trust Indenture Act 

If any provision hereof limits, qualifies or conflicts with another provision hereof which is required or deemed to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. 
 ARTICLE TWO - SECURITIES FORMS

 SECTION 2.01. Forms of Securities 

The Registered Securities, if any, of each Series and the Bearer Securities, if any, of each Series and related coupons shall be substantially
in the form of Exhibit A hereto or in such other form as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution in accordance with Section 3.01, shall have
such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and
such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any stock exchange, automated quotation system or clearing agency, or to conform to usage. 
 Unless
otherwise specified as contemplated by Section 3.01, Bearer Securities shall have interest coupons attached. 
 The definitive
Securities and coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or mechanically reproduced on safety paper or may be produced in any other manner,
all as determined by the officers executing such Securities or coupons, as evidenced by their execution of such Securities or coupons. 

SECTION 2.02. Form of Trustee’s Certificate of Authentication 

Subject to Section 6.11, the Trustee’s certificate of authentication shall be in substantially the following form: 

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

											
		 		 		 	[                                    
                                         
         ],	 	
		 		 		 	as Trustee	 	
					
	Dated:	 	  
	 		 	By:	 	  

		 	  
	 		 		 	Authorized Signatory	 	

 SECTION 2.03. Securities Issuable in Global Form 

If Securities of or within a Series are issuable in the form of one or more Global Securities, then, notwithstanding clause (8) of
Section 3.01 and the provisions of Section 3.02, any such Global Security or Securities may provide that it or they shall represent the aggregate amount of all Outstanding Securities of such Series (or 

  
 16 








 
such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities of such Series represented
thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of any Global Security to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders thereof, of Outstanding
Securities represented thereby shall be made (or caused to be made) by the Trustee in such manner or by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 3.03 or
3.04. Subject to the provisions of Section 3.03 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver any Global Security in permanent global form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order pursuant to Section 3.03 or 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a
Global Security shall be in writing but need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel. 
 The
provisions of the last sentence of Section 3.03 shall apply to any Security represented by a Global Security if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with
written instructions (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement
contemplated by the last sentence of Section 3.03. 
 Notwithstanding the provisions of Section 3.07, unless otherwise specified
as contemplated by Section 3.01, payment of principal of and any premium or Make-Whole Amount, if any, and interest, if any, on any Global Security in permanent global form shall be made to the registered Holder thereof. 

Notwithstanding the provisions of Section 3.08 and except as provided in the preceding paragraph, the Company, the Trustee and any agent
of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent Global Security (i) in the case of a permanent Global Security in registered form, the Holder of such
permanent Global Security in registered form, or (ii) in the case of a permanent Global Security in bearer form, Euroclear or Clearstream. 

Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: 

“UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY A NEW YORK CORPORATION (“DTC”) TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN. 

  
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 UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.” 

ARTICLE THREE - THE SECURITIES 

SECTION 3.01. Amount Unlimited; Issuable in Series 

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 

The Securities may be issued in one or more Series, each of which shall be authorized pursuant to Board Resolutions of Parent. There shall be
established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 3.03, set forth in an Officer’s Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any Series: 
 (1) the title of the Securities of the Series, including
“CUSIP” numbers (which shall distinguish the Securities of such Series from all other Series of Securities); 
 (2)
any limit upon the aggregate principal amount of the Securities of the Series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of the Series pursuant to Section 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05) and the minimum authorized denominations with respect to the Securities of such Series; 

(3) the price (expressed as a percentage of the principal amount thereof) at which such Securities will be issued and, if other
than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, pursuant to Section 5.02; 

(4) the date or dates, or the method for determining such date or dates, on which the principal of such Securities will be
payable; 
 (5) the rate or rates (which may be fixed or variable), or the method by which such rate or rates shall be
determined, at which such Securities will bear interest, if any; 
 (6) the date or dates, or the method for determining such
date or dates, from which any such interest will accrue, the Interest Payment Dates on which any such interest will be payable, the Regular Record Dates for such Interest Payment Dates, or the method by which such dates shall be determined, the
Persons to whom such interest, if any, shall be payable, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months; 

  
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 (7) the Make-Whole Amount, if any, or method for determining the Make-Whole
Amount, if any, payable with respect to such Securities, and the terms upon which such amount, if any, will be payable; 

(8) the place or places where the principal of (and premium or Make-Whole Amount, if
any) and interest, if any, on such Securities will be payable, where such Securities may be surrendered for registration of transfer or exchange and where notices or demands to or upon the Company in respect of such Securities and this Indenture may
be served; 
 (9) the period or periods, if any, within which, the price or prices at which and the other terms and
conditions upon which such Securities may, pursuant to any optional or mandatory redemption provisions, be redeemed, as a whole or in part, at the option of the Company; 

(10) the obligation, if any, of the Company to redeem, repay or purchase such Securities pursuant to any sinking fund or
analogous provision or at the option of a Holder thereof, and the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities will be redeemed, repaid or purchased, as a whole or in
part, pursuant to such obligation; 
 (11) if other than Dollars, the currency or currencies in which such Securities are
denominated and payable, which may be a foreign currency or units of two or more foreign currencies or a composite currency or currencies, the manner of determining the equivalent thereof in Dollars for purposes of the definition of
“Outstanding” in Section 1.01, and the terms and conditions relating thereto; 
 (12) whether the
amount of payments of principal of (and premium or Make-Whole Amount, if any, including any amount due upon redemption, if any) or interest, if any, on such Securities may be determined with reference to an index, formula or other method (which
index, formula or method may, but need not be, based on the yield on or trading price of other securities, including United States Treasury securities or on a currency, currencies, currency unit or units, or composite currency or currencies) and the
manner in which such amounts shall be determined; 
 (13) whether the principal of (and premium or Make-Whole Amount, if any) or interest, if any, on the Securities of the Series are to be payable, at the election of the Company or a Holder thereof, in a currency or currencies, currency unit or units or composite
currency or currencies other than that in which such Securities are denominated or stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made, and the time and manner of, and identity
of the exchange rate agent with responsibility for, determining the exchange rate between the currency or currencies, currency unit or units or composite currency or currencies in which such Securities are denominated or stated to be payable and the
currency or currencies, currency unit or units or composite currency or currencies in which such Securities are to be so payable; 

  
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 (14) provisions, if any, granting special rights to the Holders of Securities of
the Series upon the occurrence of such events as may be specified; 
 (15) any deletions from, modifications of or additions
to the Events of Default or covenants of the Company with respect to Securities of the Series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein; 

(16) whether and under what circumstances the Company will pay any additional amounts on such Securities in respect of any tax,
assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities in lieu of making such payment; 

(17) whether Securities of the Series are to be issuable as Registered Securities, Bearer Securities (with or without coupons)
or both, any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the Series may be exchanged for Registered Securities of the Series and vice versa (if permitted by applicable
laws and regulations), whether any Securities of the Series are to be issuable initially in temporary global form and whether any Securities of the Series are to be issuable in permanent global form with or without coupons and, if so, whether
beneficial owners of interests in any such permanent global Security may, or shall be required to, exchange such interests for Securities of such Series and of like tenor of any authorized form and denomination and the circumstances under which any
such exchanges may, or shall be required to, occur, if other than in the manner provided in the Indenture, and, if Registered Securities of the Series are to be issuable as a Global Security, the identity of the depository for such Series; 

(18) the date as of which any Bearer Securities of the Series and any temporary Global Security representing outstanding
Securities of the Series shall be dated if other than the date of original issuance of the first Security of the Series to be issued; 

(19) the Person to whom interest, if any, on any Registered Security of the Series shall be payable, if other than the Person
in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, if any, the manner in which, or the Person to whom, any interest on any Bearer Security of the
Series shall be payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner in which, interest, if any, payable on a temporary Global Security on an
Interest Payment Date will be paid if other than in the manner provided herein; provided, however, in each case, that the manner of determining such Person or making such payment shall be acceptable to the Trustee (as not imposing on
it any undue administrative burden or risk of liability); 
 (20) the applicability, if any, of the defeasance and covenant
defeasance provisions of Article Fourteen hereof to the Securities of the Series; 

  
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 (21) if the Securities of such Series are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Security of such Series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or terms of such certificates, documents or
conditions; 
 (22) designation of the Trustee, if different from the Trustee under the Indenture, with respect to such
Series and the terms applicable to such Trustee (which shall be accepted by such Trustee by its execution and delivery of a supplemental indenture as provided therein); 

(23) Securities may be converted into, or exchanged for, Capital Stock of the Company or Parent or other securities, the terms
on which such conversion or exchange may occur, including whether such conversion or exchange is mandatory, at the option of the holder or at the option of the Company, the period during which such conversion or exchange may occur, the initial
conversion or exchange price or rate, and the circumstances or manner in which the securities issuable upon conversion or exchange may be adjusted or calculated; and 

(24) any other terms of the Series (which terms shall not be inconsistent with the provisions of this Indenture). 

All Securities of any one Series and the coupons appertaining to any Bearer Securities of such Series shall be substantially identical except,
in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution (subject to Section 3.03) and set forth in such Officer’s Certificate or in any such indenture
supplemental hereto. All Securities of any one Series need not be issued at the same time and, unless otherwise provided, a Series may be reopened, without the consent of the Holders, for issuances of additional Securities of such Series. 

If any of the terms of the Securities of any Series are established by action taken pursuant to one or more Board Resolutions, a copy of an
appropriate record of such action(s) shall be certified by the Secretary or an Assistant Secretary of Parent and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms of the Securities of such
Series. 
 SECTION 3.02. Denominations 

The Securities of each Series shall be issuable in such denominations as shall be specified as contemplated by Section 3.01. With respect
to Securities of any Series denominated in Dollars, in the absence of any such provisions with respect to the Securities of any Series, the Securities of such Series, other than Global Securities (which may be of any denomination), shall be issuable
in denominations of $1,000 and any integral multiple thereof or the equivalent amounts thereof in the case of Securities denominated in the Foreign Currency or currency unit. 

SECTION 3.03. Execution, Authentication, Delivery and Dating 

The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by the Chairman of the Board, the President,
any Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of Parent (on the behalf of the Company as its general partner) or the 

  
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Company. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or
otherwise reproduced on the Securities. 
 Securities and coupons bearing the manual or facsimile signatures of individuals who were at any
time the proper officers of Parent 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 or coupons. 
 At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver
Securities of any Series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities (accompanied by a copy of the
Board Resolution and the Officer’s Certificate or supplemental indenture contemplated by Section 3.01), and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however,
that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and provided further that, unless otherwise specified with respect to any Series of
Securities pursuant to Section 3.01, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or Clearstream, as the
case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified by the Company with respect to any Series of Securities pursuant to Section 3.01,
dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary
Security and this Indenture. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner’s interest therein upon original issuance of such
Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner’s interest in such permanent Global Security. Except as permitted by
Section 3.06, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. 

If all the Securities of any Series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such
Series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such Series, such as interest rate or formula, maturity date,
date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be provided with, and (subject to TIA
Section 315(a) through 315(d)) shall be fully protected in relying upon, 
 (i) an Opinion of Counsel stating that 

(a) the form or forms of such Securities and any coupons have been established in conformity with the provisions of this
Indenture; 

  
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 (b) the terms of such Securities and any coupons have been established in
conformity with the provisions of this Indenture; and 
 (c) such Securities, together with any coupons appertaining
thereto, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued
by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and to general equitable principles; and 

(ii) an Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to the
issuance of the Securities have been complied with and that, to the best of the knowledge of the signers of such certificate, that no Event of Default with respect to any of the Securities shall have occurred and be continuing. 

If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities (or to enter into the
related supplemental indenture, if applicable) if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee. 
 Notwithstanding the provisions of Section 3.01 and of the preceding paragraph, if
all the Securities of any Series are not to be issued at one time, it shall not be necessary to deliver an Officer’s Certificate otherwise required pursuant to Section 3.01 or a Company Order, or an Opinion of Counsel or an Officer’s
Certificate otherwise required pursuant to the preceding paragraph at the time of issuance of each Security of such Series, but such order, opinion and certificates, with appropriate modifications to cover such future issuances, shall be delivered
at or before the time of issuance of the first Security of such Series. 
 Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date specified as contemplated by Section 3.01. 
 No Security or
coupon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security or Security to which such coupon appertains a certificate of authentication substantially in the form
provided for herein duly executed by the Trustee (subject to Section 6.11) by manual signature of an authorized signatory, 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 (including a Global Security) shall have been authenticated and delivered hereunder but never issued and
sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09 together with a written statement (which need not comply with Section 1.02


  
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and need not be accompanied by 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 of this Indenture. 

SECTION 3.04. Temporary Securities. 

(a) Pending the preparation of definitive Securities of any Series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are
issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine,
as conclusively evidenced by their execution of such Securities. In the case of Securities of any Series, such temporary Securities may be in global form. 

Except in the case of temporary Global Securities (which shall be exchanged as otherwise provided herein or as otherwise provided in or
pursuant to a Board Resolution or supplemental indenture pursuant to Section 3.01), if temporary Securities of any Series are issued, the Company will cause definitive Securities of that Series to be prepared without unreasonable delay. After
the preparation of definitive Securities of such Series, the temporary Securities of such Series shall be exchangeable for definitive Securities of such Series upon surrender of the temporary Securities of such Series at the office or agency of the
Company in a Place of Payment for that Series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any Series (accompanied by any non-matured coupons
appertaining thereto), the Company shall execute (in accordance with a Company Order delivered at or prior to the authentication of the first definitive security to such Series) and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of the same Series of authorized denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and
provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 3.03. Until so exchanged, the temporary Securities of
any Series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such Series. 
 (b)
Unless otherwise provided in or pursuant to a Board Resolution or supplemental indenture pursuant to Section 3.01, the following provisions of this Section 3.04(b) shall govern the exchange of temporary Securities other than through the
facilities of DTC. If any such temporary Security is issued in global form, then such temporary Global Security shall, unless otherwise provided therein, be delivered to the London office of a depository or common depository upon and pursuant to
written direction of the Company (the “Common Depository”), for the benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may
direct). 
 Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any
such temporary Global Security (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount 

  
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equal to the principal amount of such temporary Global Security, executed by the Company. On or after the Exchange Date, such temporary Global Security shall be surrendered by the Common
Depository to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion
of such temporary Global Security, an equal aggregate principal amount of definitive Securities of the same Series of authorized denominations and of like tenor as the portion of such temporary Global Security to be exchanged. The definitive
Securities to be delivered in exchange for any such temporary Global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by
Section 3.01, and, if any combination thereof is so specified, as requested by the beneficial owner thereof (as directed by or pursuant to information provided by the Common Depository); provided, however, that, unless otherwise
specified in such temporary Global Security, upon such presentation by the Common Depository, such temporary Global Security shall be accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion
of such temporary Global Security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary Global Security held for its account then to be
exchanged, each in the form set forth in Exhibit B-2 to this Indenture or in such other form as may be established pursuant to Section 3.01; and provided further that definitive
Bearer Securities shall be delivered in exchange for a portion of a temporary Global Security only in compliance with the requirements of Section 3.03. 

Unless otherwise specified in such temporary Global Security, the interest of a beneficial owner of Securities of a Series in a temporary
Global Security shall be exchanged for definitive Securities of the same Series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to
Section 3.01), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such Series of Securities
and each Paying Agent. Unless otherwise specified in such temporary Global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary Global Security, except that a Person receiving definitive Securities must
bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange
for any portion of a temporary Global Security shall be delivered only to an address located outside the United States. 
 Until exchanged
in full as hereinabove provided, the temporary Securities of any Series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same Series and of like tenor authenticated and delivered hereunder,
except that, unless otherwise specified as contemplated by Section 3.01, interest, if any, payable on a temporary Global Security on an Interest Payment Date for Securities of such Series occurring prior to the applicable Exchange Date shall be
payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or 

  
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certificates in the form set forth in Exhibit B-2 to this Indenture (or in such other forms as may be established pursuant to Section 3.01),
for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary Global Security on such Interest Payment Date and who have each delivered to Euroclear
or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit B-1 to this
Indenture (or in such other forms as may be established pursuant to Section 3.01). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the
preceding two paragraphs of this Section 3.04(b) and of the third paragraph of Section 3.03 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary Global Security with respect to which such
certification was made will be exchanged for definitive Securities of the same Series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial
owners. Except as otherwise provided in this paragraph, no payments of principal or interest, if any, owing with respect to a beneficial interest in a temporary Global Security will be made unless and until such interest in such temporary Global
Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such
Interest Payment Date in order to be repaid to the Company. 
 With respect to Exhibit B-1 or B-2 to this Indenture, the Company may, in its
discretion and if required or desirable under applicable law, substitute one or more other forms of such exhibits for such exhibits, eliminate the requirement that any or all certificate be provided, or change the time that any certificate may be
required, provided that such substitute form or forms or notice of elimination or change of such certification requirement have theretofore been delivered to the Trustee with a Company Request and such form or forms, elimination or
change is reasonably acceptable to the Trustee. 
 SECTION 3.05. Registration, Registration of Transfer and Exchange 

The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency of the Company in a Place of
Payment a register for each Series of Securities (the registers maintained in such office or in any such office or agency of the Company in a Place of Payment being herein sometimes referred to collectively as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities. The Security Register shall be in written
form or any other form capable of being converted into written form within a reasonable time. The Trustee, at its Corporate Trust Office, is hereby initially appointed “Security Registrar” for the purpose of registering Registered
Securities and transfers of Registered Securities on such Security Register as herein provided. In the event that the Trustee shall cease to be Security Registrar, it shall have the right to examine, and be provided a copy of, the Security Register
at all reasonable times. 
 Subject to the provisions of this Section 3.05, upon surrender for registration of transfer of any
Registered Security of any Series at any office or agency of the Company in a Place of Payment for that Series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Registered 

  
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Securities of the same Series, of any authorized denominations and of a like aggregate principal amount, bearing a number not contemporaneously outstanding, and containing identical terms and
provisions. 
 Subject to the provisions of this Section 3.05, at the option of the Holder, Registered Securities of any Series may be
exchanged for other Registered Securities of the same Series, of any authorized denomination or denominations and of a like aggregate principal amount, containing identical terms and provisions, upon surrender of the Registered Securities to be
exchanged at any such office or agency. Whenever any such Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive. Unless otherwise specified with respect to any Series of Securities as contemplated by Section 3.01, Bearer Securities may not be issued in exchange for Registered Securities. 

If (but only if) permitted by the applicable Board Resolution and (subject to Section 3.03) set forth in the applicable Officer’s
Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 3.01, at the option of the Holder, Bearer Securities of any Series may be exchanged for Registered Securities of the same Series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the
Company (or to the Trustee for the Security in case of matured coupons in default) in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the
Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect
of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 10.02, interest, if any, represented by coupons
shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any Series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same Series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for payment, as the case may be, and interest, if any, or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may
be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. 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. 

  
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 Notwithstanding the foregoing, except as otherwise specified as contemplated by
Section 3.01, any permanent Global Security shall be exchangeable only as provided in this paragraph. If the depository for any permanent Global Security is DTC, then, unless the terms of such Global Security expressly permit such Global
Security to be exchanged in whole or in part for definitive Securities, a Global Security may be transferred, in whole but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such Global Security
selected or approved by the Company or to a nominee of such successor to DTC. If at any time DTC notifies the Company that it is unwilling or unable to continue as depository for the applicable Global Security or Securities or if at any time DTC
ceases to be a clearing agency registered under the Exchange Act, if so required by applicable law or regulation, the Company shall appoint a successor depository with respect to such Global Security or Securities. If (w) a successor depository
for such Global Security or Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such unwillingness, inability or ineligibility, (x) the Company delivers to the Trustee for
Securities of such Series in registered form a Company Order stating that the Securities of such Series shall be exchangeable, (y) an Event of Default has occurred and is continuing and the beneficial owners representing a majority in principal
amount of the applicable Series of Securities represented by such Global Security or Securities advise DTC to cease acting as depository for such Global Security or Securities or (z) the Company, in its sole discretion, determines at any time
that all Outstanding Securities (but not less than all) of any Series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities, then the Company shall execute, and the
Trustee shall authenticate and deliver definitive Securities of like Series, rank, tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities. If any beneficial owner of an
interest in a permanent global Security is otherwise entitled to exchange such interest for Securities of such Series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by
Section 3.01 and provided that any applicable notice provided in the permanent Global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be
so exchanged, the Company shall execute, and the Trustee shall authenticate and deliver definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner’s interest in such permanent Global Security. On
or after the earliest date on which such interests may be so exchanged, such permanent Global Security shall be surrendered for exchange by DTC or such other depository as shall be specified in the Company Order with respect thereto to the Trustee,
as the Company’s agent for such purpose; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant
Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided further that no Bearer Security delivered in exchange for a portion of a permanent Global Security shall be mailed
or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent Global Security after the close of business at the office or agency where such exchange occurs on (i) any
Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and the opening of business at such office or agency on the related proposed date for payment
of Defaulted Interest, interest, if any, or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or 

  
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proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to
the Person to whom interest, if any, in respect of such portion of such permanent Global Security is payable in accordance with the provisions of this Indenture. 

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

Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the
Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in
writing. 
 No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06, 11.07 or 13.05 not involving
any transfer. 
 The Company or the Trustee, as applicable, shall not be required (i) to issue, register the transfer of or exchange
any Security if such Security may be among those selected for redemption during a period beginning at the opening of business 15 days before selection of the Securities to be redeemed under Section 11.03 and ending at the close of business on
(A) if such Securities are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if such Securities are issuable as Bearer Securities, the day of the first publication of the relevant
notice of redemption or, if such Securities are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so
selected for redemption in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that Series and like tenor, provided that such Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid. 

Furthermore, notwithstanding any other provision of this Section 3.05, the Company will not be required to exchange any Securities if, as
a result of the exchange, the Company would suffer adverse consequences under any United States law or regulation. 
 SECTION 3.06.
Mutilated, Destroyed, Lost and Stolen Securities 
 If any mutilated Security or a Security with a mutilated coupon appertaining to
it is surrendered to the Trustee or the Company, together with, in proper cases, such security or indemnity as may be required by the Company or the Trustee to save each of them or any agent of either of them harmless, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new 

  
 29 








 
Security of the same Series and principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to the surrendered Security. 
 If there shall be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or coupon, and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security or coupon has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in
exchange for the Security to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not destroyed, lost or stolen), a new Security of the same Series and principal amount, containing identical terms and provisions and
bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains. 

Notwithstanding the provisions of the previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Security or coupon has
become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to
which such destroyed, lost or stolen coupon appertains, pay such Security or coupon if the applicant for such payment shall furnish to the Company and the Trustee for such Security such security or indemnity as may be required by them to save each
of them harmless, and in the case of destruction, loss or theft, evidence satisfactory to the Company and Trustee and any agent of any of them of the destruction, loss or theft of such Security and the ownership thereof; provided,
however, that payment of principal of (and premium or Make-Whole Amount, if any), and interest, if any, on, Bearer Securities shall, except as otherwise provided in Section 10.02, be payable only at an office or agency located outside
the United States and, unless otherwise specified as contemplated by Section 3.01, any interest on Bearer Securities shall be payable only upon presentation and surrender of the coupons appertaining thereto. 

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 

Every new Security of any Series with its coupons, if any, issued pursuant to this Section in lieu of any destroyed, lost or stolen Security,
or in exchange for a Security to which a destroyed, lost or stolen coupon appertains, shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security and its coupons, if any, or
the destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that Series and their coupons, if any, duly
issued hereunder. 

  
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 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons. 

SECTION 3.07. Payment of Interest; Interest Rights Preserved 

Except as otherwise specified with respect to a Series of Securities in accordance with the provisions of Section 3.01, interest, if any,
on any Registered Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest payment, if any, at the office or agency of the Company maintained for such purpose pursuant to Section 10.02; provided, however, that each installment of interest on any
Registered Security may at the Company’s option be paid by (i) mailing a check for such interest, if any, payable to or upon the written order of the Person entitled thereto pursuant to Section 3.08, to the address of such Person as
it appears on the Security Register or (ii) transfer to an account maintained by the payee located inside the United States. 
 Unless
otherwise provided as contemplated by Section 3.01 with respect to the Securities of any Series, payment of interest, if any, may be made, in the case of a Bearer Security, by transfer to an account maintained by the payee with a bank located
outside the United States. 
 Unless otherwise provided as contemplated by Section 3.01, every permanent Global Security will provide
that interest, if any, payable on any Interest Payment Date will be paid to DTC, Euroclear and/or Clearstream, as the case may be, with respect to that portion of such permanent Global Security held for its account by Cede & Co. or the
Common Depository, as the case may be, for the purpose of permitting such party to credit the interest received by it in respect of such permanent Global Security to the accounts of the beneficial owners thereof. 

In case a Bearer Security of any Series is surrendered in exchange for a Registered Security of such Series after the close of business (at an
office or agency in a Place of Payment for such Series) on any Regular Record Date and before the opening of business (at such office or agency) on the next succeeding Interest Payment Date, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest will not be payable on such Interest Payment Date in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture. 
 Except as otherwise specified with respect to a Series of Securities in
accordance with the provisions of Section 3.01, interest, if any, on any Registered Security of any Series that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case,
as provided in clause (1) or (2) below: 
 (1) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Registered Securities of such Series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date 

  
 31 








 
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 Registered Security of such Series and the date of the proposed payment (which shall not be less than 20 days after such notice is received by the Trustee), and at the same time the Company shall deposit with the Trustee an amount of money
in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such Series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such Series) equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when 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 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 Registered Securities of
such Series at his address as it appears in the Security Register not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at
least once in an Authorized Newspaper in each Place of Payment, but such publications shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Registered Securities of such Series (or their respective Predecessor Securities) are registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to the following clause (2). In case a Bearer Security of any Series is surrendered at the office or agency in a Place of Payment for such Series in exchange for a Registered
Security of such Series after the close of business at such office or agency on any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the coupon relating to such proposed date of payment and Defaulted Interest will not be payable on such proposed date of payment in respect of the Registered Security issued in exchange for such Bearer Security, but will
be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. 
 (2) The Company
may make payment of any Defaulted Interest on the Registered 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. 

  
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 Subject to the foregoing provisions of this Section and Section 3.05, each Security
delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 

SECTION 3.08. Persons Deemed Owners 

Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium or Make-Whole Amount, if any), and (subject to Sections 3.05 and 3.07)
interest, if any, on, such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to
the contrary. All such payments so made to any such Person, or upon such Person’s order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for money payable upon any such Security.

 Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of the
Company or the Trustee may treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupon be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 

No holder of any beneficial interest in any Global Security held on its behalf by a depository shall have any rights under this Indenture with
respect to such Global Security and such depository (which is the Holder of such security) shall be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever.
None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or
for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 
 Notwithstanding the foregoing,
with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any depository, as a
Holder, with respect to such Global Security or impair, as between such depository and owners of beneficial interests in such Global Security, the operation of customary practices governing the exercise of the rights of such depository (or its
nominee) as Holder of such Global Security. 
 SECTION 3.09. Cancellation 

All Securities and coupons surrendered for payment, redemption, repayment at the option of the Holder, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities and coupons and Securities and coupons surrendered directly to the Trustee for any such
purpose, upon direction by the Company, shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which


  
 33 








 
the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. If the Company shall so acquire any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are surrendered to the Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. Cancelled Securities and coupons held by the Trustee shall be disposed of by the Trustee in accordance with its customary practices (subject to the record retention
requirements of the Exchange Act). 
 SECTION 3.10. Computation of Interest 

Except as otherwise specified as contemplated by Section 3.01 with respect to Securities of any Series, interest on the Securities of
each Series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. 

SECTION 3.11. CUSIP Numbers 

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities
or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company
will promptly notify the Trustee of any change in the “CUSIP” numbers. 
 ARTICLE FOUR - SATISFACTION AND DISCHARGE 

SECTION 4.01. Satisfaction and Discharge of Indenture 

This Indenture shall upon Company Request cease to be of further effect with respect to any Series of Securities specified in such Company
Request (except as to any surviving rights of registration of transfer or exchange of Securities of such Series herein expressly provided for), and the Trustee, upon receipt of a Company Order, and at the expense of the Company, shall execute
instruments in form and substance satisfactory to the Trustee and the Company acknowledging satisfaction and discharge of this Indenture as to such Series when 

(1) either 

(A) all Securities of such Series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other
than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 3.05, (ii) Securities
and coupons of such Series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant
Redemption Date, whose surrender has been waived as provided in Section 11.06, and (iv) 

  
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Securities and coupons of such Series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or 

(B) all Securities of such Series and, in the case of (i) or (ii) below, any coupons appertaining thereto not
theretofore delivered to the Trustee for cancellation 
 (i) have become due and payable, or 

(ii) will become due and payable at their Stated Maturity within one year, or 

(iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, 
 and
the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such Series are payable, sufficient to pay and discharge the entire indebtedness on such Securities and such coupons not theretofore delivered to the Trustee for cancellation, for principal (and
premium or Make-Whole Amount, if any) and interest, if any, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under
Section 6.06, the obligations of the Company to any Authenticating Agent under Section 6.11 and, if money shall have been deposited with and held by the Trustee pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive such satisfaction and discharge. 

SECTION 4.02. Application of Trust Funds 

Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01
shall 

  
 35 








 
be held in trust and applied by it, in accordance with the provisions of the Securities, the coupons and this Indenture, to the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium or Make-Whole Amount, if any), and interest, if any, for whose payment such money has been deposited with or
received by the Trustee, but such money need not be segregated from other funds except to the extent required by law. 
 ARTICLE FIVE -
REMEDIES 
 SECTION 5.01. Events of Default 

“Event of Default,” wherever used herein with respect to any particular Series of Securities, means any one of the following
events (whatever the reason for such Event of Default and whether or not it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body): 
 (1) default in the payment of interest, if any, on any Security of that Series when
it becomes due and payable, and continuance of such default for a period of 30 days; or 
 (2) default in the payment of the
principal of (or premium or Make-Whole Amount, if any, on) any Security of that Series when it becomes due and payable at its Maturity; or 

(3) default in the deposit of any sinking fund payment, to the extent applicable to such Series of Securities, when and as due
by the terms of any Security of that Series; or 
 (4) default in the performance, or breach, of any covenant or warranty of
the Company or Parent in this Indenture with respect to any Security of that Series (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of Series of Securities other than that Series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that Series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice
is a “Notice of Default” hereunder; or 
 (5) a default under any bond, debenture, note, mortgage, indenture
or other instrument (each, a “Debt Instrument”), in each case under which there may be issued or by which there may be secured or evidenced any Recourse indebtedness for money borrowed of the Company, the Parent or any Subsidiary of
the Company, the repayment of which the Company or the Parent has guaranteed or for which the Company or the Parent is directly responsible or liable as obligor or guarantor, having an aggregate principal amount outstanding of at least $60,000,000
(or its foreign currency equivalent), whether such indebtedness now exists or shall hereafter be created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to


  
 36 








 
the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within the period
specified in such instrument, continuance of such default or breach for a period of 30 days after there has been given, by registered or certified mail, to the Company by the Trustee or by the holders of at least 25% in aggregate principal amount of
Securities of such Series then outstanding a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 

(6) the rendering against the Company, Parent or any Significant Subsidiary of the Company of a final judgment for the payment
of $60,000,000 (or its foreign currency equivalent) or more (excluding any amounts covered by insurance), which judgment is not discharged or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such
appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished; or 
 (7) the entry by a
court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company, the Parent or any Significant Subsidiary of the Company in an involuntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company, the Parent or any Significant Subsidiary of the Company a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the Company, the Parent or any Significant Subsidiary of the Company under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company, the Parent or any Significant Subsidiary of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any
such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or 

(8) the commencement by the Company, the Parent or any Significant Subsidiary of 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, the Parent or any Significant Subsidiary
of the Company to the entry of a decree or order for relief in respect of the Company, the Parent or any Significant Subsidiary of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Company, the Parent or any Significant Subsidiary of the Company, or the filing by the Company, the Parent or any Significant
Subsidiary of 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, the Parent or any Significant Subsidiary of 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 other similar official of the Company, the Parent or any Significant Subsidiary of the Company or of any


  
 37 








 
substantial part of its property, or the making by the Company, the Parent or any Significant Subsidiary of the Company of an assignment for the benefit of creditors, or the admission by the
Company, the Parent or any Significant Subsidiary of the Company in writing of its inability to pay its debts generally as they become due, or the taking of action by the Company, the Parent or any Significant Subsidiary of the Company in
furtherance of any such action; or 
 (9) any other Event of Default provided with respect to Securities of that Series. 

SECTION 5.02. Acceleration of Maturity; Rescission and Annulment 

If an Event of Default with respect to Securities of any Series at the time Outstanding occurs and is continuing, then and in every such case
the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that Series may declare the principal amount (or, if Securities of that Series are Original Issue Discount Securities or Indexed Securities, such
portion of the principal as may be specified in the terms thereof) of all the Securities of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such
declaration such principal or specified portion thereof shall become immediately due and payable. 
 At any time after such a declaration of
acceleration with respect to Securities of any Series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount
of the Outstanding Securities of that Series, by written notice to the Company and the Trustee, may rescind and annul such declaration of acceleration and its consequences if: 

(1) the Company has paid or deposited with the Trustee a sum sufficient to pay in the currency, currency unit or composite
currency in which the Securities of such Series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such Series): 

(A) all overdue installments of interest on all Outstanding Securities of that Series and any related coupons, 

(B) the principal of (and premium or Make-Whole Amount, if any, on) any Outstanding Securities of that Series which have
become due otherwise than by such declaration of acceleration and interest, if any, thereon at the rate or rates borne by or provided for in such Securities, 

(C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the rate or rates
borne by or provided for in such Securities, and 
 (D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and 
 (2) all Events
of Default with respect to Securities of that Series, other than the nonpayment of the principal of (or premium or Make-Whole Amount, if any) or interest, if any, on Securities of that Series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.13. 

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

SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee 

The Company covenants that if: 

(1) default is made in the payment of any installment of interest on any Security of any Series and any related coupon when
such interest becomes due and payable and such default continues for a period of 30 days, or 
 (2) default is made in the
payment of the principal of (or premium or Make-Whole Amount, if any, on) any Security of any Series at its Maturity, 
 then the Company will, upon demand
of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities of such Series and coupons, the whole amount then due and payable on such Securities and coupons for principal (and premium or Make-Whole Amount, if any) and
interest, if any, with interest upon any overdue principal (and premium or Make-Whole Amount, if any) and, to the extent that payment of such interest, if any, shall be legally enforceable, upon any overdue installments of interest at the rate or
rates borne by or provided for in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel. 
 If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon
such Securities of such Series 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 of such Series, wherever situated. 

If an Event of Default with respect to Securities of any Series occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such Series and any related coupons 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 5.04. Trustee May File Proofs of Claim 

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities of any Series
shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the 

  
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Trustee shall have made any demand on the Company for the payment of overdue principal, premium or Make-Whole Amount, if any, or interest, if any) shall be entitled and empowered, by intervention
in such proceeding or otherwise: 
 (i) to file and prove a claim for the whole amount, or such lesser amount as may be
provided for in the Securities of such Series, of principal (and premium or Make-Whole Amount, 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 the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and 

(ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

 and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized
by each Holder of Securities of such Series and coupons to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee and any predecessor Trustee, their agents and counsel, and any other amounts due the Trustee or any predecessor Trustee under Section 6.06. 

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a
Security or coupon any plan of reorganization, arrangement, adjustment or composition affecting the Securities or coupons or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a Security or
coupon in any such proceeding. 
 In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any
provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities, and it shall not be necessary to make any Holders of the Securities parties to any such proceedings. 

SECTION 5.05. Trustee May Enforce Claims Without Possession of Securities or Coupons 

All rights of action and claims under this Indenture or any of the Securities or coupons may be prosecuted and enforced by the Trustee without
the possession of any of the Securities or coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery 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 of the Securities and coupons in respect of which
such judgment has been recovered. 
 SECTION 5.06. Application of Money Collected 

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal (or premium or 

  
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Make-Whole Amount, if any) or interest, if any, upon presentation of the Securities or coupons, or both, as the case may be, and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid: 
 FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee
under Section 6.06; 
 SECOND: To the payment of the amounts then due and unpaid upon the Securities and coupons for
principal (and premium or Make-Whole Amount, 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 aggregate amounts due and
payable on such Securities and coupons for principal (and premium or Make-Whole Amount, if any) and interest, if any, respectively; and 

THIRD: To the payment of the remainder, if any, to the Company. 

SECTION 5.07. Limitation on Suits 

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

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

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

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

  
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 SECTION 5.08. Unconditional Right of Holders to Receive Principal, Premium or Make-Whole
Amount, if any, and Interest, if any 
 Notwithstanding any other provision in this Indenture, the Holder of any Security or coupon
shall have the right which is absolute and unconditional to receive payment of the principal of (and premium or Make-Whole Amount, if any) and (subject to Sections 3.05 and 3.07) interest, if any, on such Security or payment of such coupon on the
respective due dates expressed in such Security or coupon (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 5.09. Restoration of Rights and Remedies 

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

 SECTION 5.10. Rights and Remedies Cumulative 

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons in the
last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons 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 5.11. Delay or Omission Not
Waiver 
 No delay or omission of the Trustee or of any Holder of any Security or coupon to exercise any right or remedy accruing upon
any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Securities or coupons, as the case may be. 

SECTION 5.12. Control by Holders of Securities 

The Holders of not less than a majority in principal amount of the Outstanding Securities of any Series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such Series, provided that: 

(1) such direction shall not be in conflict with any rule of law or with this Indenture, 

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

(3) the Trustee need not take any action which might involve it in personal liability or be unduly prejudicial to the Holders
of Securities of such Series not joining therein. 

  
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 Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any
action deemed proper by the Trustee and which is not inconsistent with such direction by Holders. 
 SECTION 5.13. Waiver of Past
Defaults 
 The Holders of not less than a majority in principal amount of the Outstanding Securities of any Series may on behalf of the
Holders of all the Securities of such Series and any related coupons waive any past default hereunder with respect to such Series and its consequences, except a default 

(1) in the payment of the principal of (or premium or Make-Whole Amount, if any) or interest, if any, on any Security of such
Series or any related coupons, or 
 (2) in respect of a covenant or provision hereof which under Article Nine cannot be
modified or amended without the consent of the Holder of each Outstanding Security of such Series affected; or 
 (3) in
respect of a covenant or provision hereof for the benefit or protection of the Trustee, without its express written consent. 
 Upon any
such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon. 
 SECTION 5.14. 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. 
 SECTION 5.15. Undertaking for Costs 

All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, 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 Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10%
in principal amount of the Outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the 

  
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payment of the principal of (or premium or Make-Whole Amount, if any) or interest, if any, on any Security on or after the respective Stated Maturities expressed in such Security (or, in the case
of redemption, on or after the Redemption Date). 
 ARTICLE SIX - THE TRUSTEE 

SECTION 6.01. Notice of Defaults 

Within 90 days after the occurrence of any default hereunder with respect to the Securities of any Series, the Trustee shall transmit in the
manner and to the extent provided in TIA Section 313(c), notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the
payment of the principal of (or premium or Make-Whole Amount, if any) or interest, if any, on any Security of such Series, or in the payment of any sinking or purchase fund installment with respect to the Securities of such Series, the Trustee shall
be protected in withholding such notice if and so long as a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Holders of the Securities and
coupons of such Series; and provided further that in the case of any default or breach of the character specified in Section 5.01(4) with respect to the Securities and coupons of such Series, no such notice to Holders shall be
given until at least 60 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 6.02. Certain Rights of Trustee 

Subject to the provisions of TIA Section 315(a) through 315(d): 

(1) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have
been signed or presented by the proper party or parties; 
 (2) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order (other than delivery of any Security, together with any coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to Section 3.03 which shall be
sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; 

(3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; 

(4) the Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 

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

(6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document, unless requested in writing so to do by the Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of any Series; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the
reasonable expenses of every such examination shall be paid by the Holders. The Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company relevant to the facts or matters that are the subject of its inquiry, personally or by agent or attorney at the expense of the Company
and shall incur no liability of any kind by reason of such inquiry or investigation; 
 (7) the Trustee may execute any of
the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due
care by it hereunder; 
 (8) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith
and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; 

(9) any permissive right or power available to the Trustee under this Indenture or any supplement hereto shall not be construed
to be a mandatory duty or obligation; 
 (10) the Trustee shall not be charged with knowledge of any matter (including any
default, other than as described in Section 5.01(1), (2) or (3)) unless and except to the extent actually known to a Responsible Officer of the Trustee or to the extent written notice thereof is received by the Trustee at the
Corporate Trust Office; 
 (11) the Trustee shall have no liability for any inaccuracy in the books and records of, or for
any actions or omissions of, DTC, Euroclear or Clearstream or any depository acting on behalf of any of them; and 
 (12) the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent,
custodian and other Person employed by the Trustee to act hereunder. 

  
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 SECTION 6.03. Not Responsible for Recitals or Issuance of Securities 

The recitals contained herein and in the Securities, except the Trustee’s certificate of authentication, and in any coupons shall be
taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the proceeds thereof. 
 SECTION 6.04. May Hold
Securities 
 The Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any other agent of the Company or Parent, in
its individual or any other capacity, may become the owner or pledgee of Securities and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Company and Parent with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar, Authenticating Agent or such other agent. 
 SECTION 6.05. Money Held in Trust 

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall
be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company. 
 SECTION 6.06.
Compensation and Reimbursement 
 The Company agrees: 

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

(2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its
request for all reasonable expenses, and disbursements incurred by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except
any such expense or disbursement as shall be determined to have been caused by its own negligence, willful misconduct or bad faith; and 

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

  
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 When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 5.01(6) or Section 5.01(7), 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
Bankruptcy Law. 
 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, except funds held in trust for the payment of principal of (or premium or Make-Whole Amount, if any) or interest, if any, on particular Securities or any
coupons. 
 The provisions of this Section shall survive the termination of this Indenture and resignation or removal of the Trustee. 

SECTION 6.07. Corporate Trustee Required; Eligibility; Conflicting Interests 

There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have at
all times a combined capital and surplus of at least $50,000,000. If the Trustee publishes reports of condition at least annually, pursuant to law or the requirements of Federal, state, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of the Trustee 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, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. Neither the Company nor any Person directly or indirectly controlling,
controlled by, or under common control with the Company shall serve as Trustee. 
 SECTION 6.08. 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 6.09. 

(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 an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Trustee. 
 (c) The Trustee may be removed at any time with respect to the
Securities of any Series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such Series delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been
delivered to the Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. 

(d) If at any time: 

(1) the Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the
Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least 6 months, or 

  
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 (2) the Trustee shall cease to be eligible under Section 6.07 and shall fail
to resign after written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least 6 months, or 

(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or
of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 

then, in any such case, (i) the Company by or pursuant to a Board Resolution may remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security who has been a bona fide Holder of a Security for at least 6 months may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 
 (e) If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause with respect to the Securities of one or more Series, the Company, by or pursuant to a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those Series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such Series and
that at any time there shall be only one Trustee with respect to the Securities of any particular Series). 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, become the successor Trustee with respect to the Securities of such Series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the
Securities of any Series shall have been so appointed by the Company or the Holders of Securities and accepted appointment in the manner hereinafter provided, any Holder of a Security who has been a bona fide Holder of a Security of such Series for
at least 6 months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to Securities of such Series. 

(f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any Series and each
appointment of a successor Trustee with respect to the Securities of any Series in the manner provided for notices to the Holders of Securities in Section 1.06. 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. 

  
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 SECTION 6.09. Acceptance of Appointment by Successor. 

(a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 6.06. 
 (b) In case of the appointment hereunder
of a successor Trustee with respect to the Securities of one or more (but not all) Series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more Series shall execute and deliver an indenture
supplemental hereto, pursuant to Article Nine hereof, wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those Series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring
with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those Series as to
which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those Series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those Series to which the appointment of such successor Trustee relates. 

(c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section 6.09, 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. 

  
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 SECTION 6.10. Merger, Conversion, Consolidation or Succession to Business 

Any entity into which the Trustee may be merged or converted or with which it may be consolidated, or any entity resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such entity 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 or coupons 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 or coupons so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities or coupons. In case any Securities or coupons shall not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities or coupons, in either its own
name or that of its predecessor Trustee, with the full force and effect which this Indenture provides for the certificate of authentication of the Trustee. 

SECTION 6.11. Appointment of Authenticating Agent 

At any time when any of the Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or
more Series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such Series issued upon exchange, registration of transfer or partial redemption or repayment thereof, 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. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
shall be acceptable to the Company and shall at all times be a bank or trust company or other entity organized and doing business and in good standing under the laws of the United States of America or of any state or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authorities. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or the requirements of the aforesaid 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. In case 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 entity into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any entity succeeding to the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such entity shall be otherwise eligible under this Section, without the execution or filing of any paper or further act on the part of the Trustee or the
Authenticating Agent. 

  
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 An Authenticating Agent for any Series of Securities may at any time resign by giving written
notice of resignation to the Trustee for such Series and to the Company. The Trustee for any Series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice of termination to such Authenticating Agent
and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such Series
may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of the Series with respect to which such Authenticating Agent will serve in the manner set
forth in Section 1.06. 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 herein. 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 including reimbursement of its reasonable
expenses for its services under this Section, subject to Section 6.06. 
 If an appointment with respect to one or more Series is made
pursuant to this Section, the Securities of such Series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication substantially in the following form: 

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

											
		 		 		 	[                                    
                                         
         ]	 	
		 		 		 	as Trustee
						
	Dated:	 	  
	 		 	By:	 	  
	 	
		 		 		 		 	as Authenticating Agent	 	
						
	Dated:	 	  
	 		 	By:	 	  
	 	
		 	  
	 		 		 	Authorized Officer	 	

 SECTION 6.12. Certain Duties and Responsibilities of the Trustee. 

(a) With respect to the Securities of any Series, except during the continuance of an Event of Default with respect to the Securities of such
Series: 
 (1) the Trustee undertakes to perform 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 

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

(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; 

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be
proved that the Trustee was negligent in ascertaining the pertinent facts; 
 (3) the Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any Series 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 

(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holder,
unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. 

(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 6.12. 
 (e) The Trustee shall not be liable for
interest on any money or assets held by it except to the extent the Trustee may agree in writing with the Company. Assets held in trust by the Trustee need not be segregated from other assets except to the extent required by law. 

  
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 ARTICLE SEVEN - HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 

SECTION 7.01. Disclosure of Names and Addresses of Holders 

Every Holder of Securities or coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any Authenticating Agent nor any Paying Agent nor any Security Registrar shall be held accountable by reason of the disclosure of any information as to the names and addresses of the Holders of Securities in accordance with TIA
Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b). 

SECTION 7.02. Reports by Trustee 

The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required by TIA
Section 313 at the times and in the manner provided by the TIA, which shall initially be not less than every twelve months commencing on [            ],
20[    ]. A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange, if any, upon which any Securities are listed, with the Commission and with the Company.
The Company will notify the Trustee when any Securities are listed on any stock exchange. 
 SECTION 7.03. Reports by Company

 The Company will: 

(1) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the
annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act or, if the Company is not required to file information, documents or reports pursuant to either of such Sections, then it will file with the Trustee and the Commission,
in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a
security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; provided, however, the Company shall not be required to deliver to the Trustee any materials for which the Company
has sought and received confidential treatment by the Commission; and provided further, that so long as such filings by the Company are available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (EDGAR), or
Interactive Data Electronic Applications (IDEA), or any successor system, such filings shall be deemed to have been filed with the Trustee for purposes hereof without any further action required by the Company. For the avoidance of doubt, a failure
by the Company to file annual reports, information and other reports with the SEC within the time period prescribed thereof by the Commission shall not be deemed a breach of this Section 7.03; 

  
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 (2) file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such
rules and regulations; 
 (3) transmit by mail to the Holders of Securities, within 30 days after the filing thereof with the
Trustee, in the manner and to the extent provided in TIA Section 313(c), such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be
required by rules and regulations prescribed from time to time by the Commission; and 
 (4) delivery of such reports,
information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein,
including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). 

SECTION 7.04. Company to Furnish Trustee Names and Addresses of Holders 

The Company will furnish or cause to be furnished to the Trustee: 

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

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

ARTICLE EIGHT - CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE 

SECTION 8.01. Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions 

The Company may consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into any other entity,
provided that in any such case, (1) either the Company shall be the continuing entity, or the successor entity shall be an entity organized and existing under the laws of the United States, any State thereof or the District of
Columbia and such successor entity shall expressly assume the due and punctual payment of the principal of (and premium or Make-Whole Amount, if any) and interest, if any, on all of the Securities, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company by supplemental indenture, complying with Article Nine hereof, 

  
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satisfactory to the Trustee, executed and delivered to the Trustee by such entity and (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an
obligation of the Company or any Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or the lapse of time, or both, would
become an Event of Default, shall have occurred and be continuing. 
 SECTION 8.02. Rights and Duties of Successor Entity 

In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor entity, such successor
entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor entity, except in the event of a lease, shall be relieved of any further obligation
under this Indenture and the Securities. Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have
been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to
the Trustee for that purpose. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though
all of such Securities had been issued at the date of the execution hereof. 
 In case of any such consolidation, merger, sale, lease or
conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. 

SECTION 8.03. Consolidations and Mergers of Parent and Sales, Leases and Conveyances Permitted Subject to Certain Conditions 

Parent may merge or consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into any other
entity, provided that in any such case, (1) either Parent shall be the continuing entity, or the successor entity shall be an entity organized and existing under the laws of the United States, any State thereof or the District of
Columbia and such successor entity shall expressly assume the obligations of Parent and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company by supplemental
indenture, complying with Article Nine hereof, satisfactory to the Trustee, executed and delivered to the Trustee by such entity and (2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice
or the lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. 
 SECTION 8.04. Rights and
Duties of Successor Entity 
 In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the
successor entity, such successor entity shall succeed to and be substituted for Parent, with the same effect as if it had been named herein as the party of the first part, and the predecessor entity, except in the event of a lease, shall be relieved
of any further obligation under this Indenture and the Securities. 

  
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 SECTION 8.05. Officer’s Certificate and Opinion of Counsel 

Any consolidation, merger, sale, lease or conveyance permitted under Section 8.01 and 8.03 is also subject to the condition that the
Trustee receive an Officer’s Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, and the assumption by any successor entity, complies with the provisions of this Article and that
all conditions precedent herein provided for relating to such transaction have been complied with. 
 SECTION 8.06. Transfers to
Majority Owned Subsidiaries 
 Notwithstanding anything to the contrary in this Article Eight, a sale, lease, conveyance or transfer of
all or substantially all of the Company’s and/or Parent’s properties and assets to one or more of the Company’s majority owned subsidiaries will not be restricted. 

ARTICLE NINE - SUPPLEMENTAL INDENTURES 

SECTION 9.01. Supplemental Indentures Without Consent of Holders 

Without the consent of any Holders of Securities or coupons, the Company, when authorized by or pursuant to a Board Resolution, Parent and the
Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 

(1) to evidence the succession of another Person to the Company or the Parent and the assumption by any such successor of the
covenants of the Company or the Parent, as applicable contained herein and in the Securities; or 
 (2) to add to the
covenants of the Company or Parent for the benefit of the Holders of all or any Series of Securities (and if such covenants are to be for the benefit of less than all Series of Securities, stating that such covenants are expressly being included
solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Company; or 
 (3) to add
any additional Events of Default for the benefit of the Holders of all or any Series of Securities (and if such Events of Default are to be for the benefit of less than all Series of Securities, stating that such Events of Default are expressly
being included solely for the benefit of such Series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may
be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a
majority in aggregate principal amount of that or those Series of Securities to which such additional Events of Default apply to waive such default; or 

(4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to
principal, to change or eliminate any restrictions on the payment of principal of or premium or Make-Whole Amount, if any, or interest, if any, on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to
permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; or 

  
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 (5) to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall become effective only when there is no Security Outstanding of any Series created prior to the execution of such supplemental indenture which is entitled to the benefit of such
provision; or 
 (6) to secure the Securities; or 

(7) to establish the form or terms of Securities of any Series and any related coupons as permitted or contemplated by Sections
2.01 and 3.01; or 
 (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with
respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or 

(9) to add to, change or eliminate any of the provisions of this Indenture to such extent as shall be necessary to comply with
the rules or regulations of any securities exchange or automated quotation system on which any Securities may be listed or traded; or 

(10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; or 

(11) to conform the provisions of any supplemental indenture (and any Securities issued under this Indenture as amended and
supplemented by such supplemental indenture) amending and supplementing this Indenture with respect to one or more Series of Securities to the description thereof contained in any final offering document used in connection with the issuance and sale
of such Securities; or 
 (12) to supplement any of the provisions of this Indenture to such extent as shall be necessary to
permit or facilitate the defeasance and discharge of any Series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such
Series and any related coupons or any other Series of Securities in any material respect. 

  
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 SECTION 9.02. Supplemental Indentures with Consent of Holders 

With the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, Parent and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities and any related coupons under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: 

(1) change the Stated Maturity of the principal of (or premium or Make-Whole Amount, if any, on) or any installment of
principal of or interest, if any, on, any Security; or reduce the principal amount thereof or the rate or amount of interest, if any, thereon, or any premium or Make-Whole Amount payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the amount thereof provable in bankruptcy pursuant to Section 5.04, or
adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the currency or currencies, currency unit or units or composite currency or currencies in which, any Security or any
premium or Make-Whole Amount or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment at the option of the
Holder, on or after the Redemption Date or the Repayment Date, as the case may be), or 
 (2) reduce the percentage in
principal amount of the Outstanding Securities of any Series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such Series (or compliance with
certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements of Section 15.04 for quorum or voting, or 

(3) modify any of the provisions of this Section, Section 5.13 or Section 10.07, except to increase the required
percentage to effect such action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 9.02 and Section 10.07, or the deletion of this proviso, in
accordance with the requirements of Sections 6.09(b) and 9.01(8). 
 It shall not be necessary for any Act of Holders under this
Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular Series of Securities, or which modifies the rights of the Holders of Securities of such Series with respect to such covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other Series. 
 SECTION 9.03. Execution of Supplemental Indentures 

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby
of the trusts created by this Indenture, the Trustee shall be provided with, 

  
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and (subject to Section 6.12) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 

SECTION 9.04. Effect of Supplemental Indentures 

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

SECTION 9.05. Conformity with Trust Indenture Act 

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

SECTION 9.06. Reference in Securities to Supplemental Indentures. 

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

ARTICLE TEN - COVENANTS 

SECTION 10.01. Payment of Principal, Premium or Make-Whole Amount, if any, and Interest, if any 

The Company covenants and agrees for the benefit of the Holders of each Series of Securities that it will duly and punctually pay the
principal of (and premium or Make-Whole Amount, if any) and interest, if any, on the Securities of that Series in accordance with the terms of such Series of Securities, any coupons appertaining thereto and this Indenture. Unless otherwise specified
as contemplated by Section 3.01 with respect to any Series of Securities, interest, if any, due on Bearer Securities on or before Maturity shall be payable only upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature. Unless otherwise specified with respect to Securities of any Series pursuant to Section 3.01, at the option of the Company (upon written notice to the Trustee), all payments of
principal may be paid by check to the registered Holder of the Registered Security or other Person entitled thereto against surrender of such Security. 

SECTION 10.02. Maintenance of Office or Agency 

If Securities of a Series are issuable only as Registered Securities, the Company shall maintain in each Place of Payment for any Series of
Securities an office or agency where Securities of that Series may be presented or surrendered for payment, where Securities of that Series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the
Company in respect of the Securities of that Series and this Indenture may be served. If Securities of a Series are issuable as Bearer Securities, the Company will maintain: (A) in the Borough of Manhattan, The City of New York, an office or
agency where any Registered Securities of that Series may be presented 

  
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or surrendered for payment, where any Registered Securities of that Series may be surrendered for registration of transfer, where Securities of that Series may be surrendered for exchange, where
notices and demands to or upon the Company in respect of the Securities of that Series and this Indenture may be served and where Bearer Securities of that Series and related coupons may be presented or surrendered for payment in the circumstances
described in the following paragraph (and not otherwise); (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that Series which is located outside the United States, an office or agency where Securities of that
Series and related coupons may be presented and surrendered for payment; provided, however, that if the Securities of that Series are listed on any stock exchange located outside the United States and such stock exchange shall so
require, the Company will maintain a Paying Agent for the Securities of that Series in any required city located outside the United States, as the case may be, so long as the Securities of that Series are listed on such exchange; and
(C) subject to any laws or regulations applicable thereto, in a Place of Payment for that Series located outside the United States an office or agency where any Registered Securities of that Series may be surrendered for registration of
transfer, where Securities of that Series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that Series and this Indenture may be served. The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of that Series and the related coupons may be presented and surrendered for payment at the offices
specified in the Security, in London, England, and the Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such
presentations, surrenders, notices and demands. 
 Unless otherwise specified with respect to any Securities pursuant to Section 3.01,
no payment of principal, premium or Make-Whole Amount or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, that, if the Securities of a Series are payable in Dollars, payment of principal of and any premium or Make-Whole Amount and interest on any Bearer Security shall
be made at the office of the Company’s Paying Agent in Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or Make-Whole Amount, or interest, as the case may be, at all
offices or agencies outside the United States maintained for the purpose by the Company in accordance with this Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. 

The Company may from time to time designate one or more other offices or agencies (in or outside the Place of Payment) where the Securities of
one or more Series may be presented or surrendered for any or all of such purposes, and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any 

  
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Securities pursuant to Section 3.01, with respect to a Series of Securities, the Company hereby designates as a Place of Payment for each Series of Securities the Corporate Trust Office of
the Trustee (as Paying Agent); and the Company hereby initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city; and the Company hereby initially appoints as its agent to receive all such presentations, surrenders,
notices and demands each of the Trustee, at its Corporate Trust Office. 
 Unless otherwise specified with respect to any Securities
pursuant to Section 3.01, if and so long as the Securities of any Series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of the Indenture,
then the Company will maintain with respect to each such Series of Securities, or as so required, at least one exchange rate agent (of which it shall give written notice to the Trustee). 

SECTION 10.03. Money for Securities Payments to Be Held in Trust 

If the Company shall at any time act as its own Paying Agent with respect to any Series of any Securities and any related coupons, it will, on
or before each due date of the principal of (and premium or Make-Whole Amount, if any), or interest, if any, on any of the Securities of that Series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the currency
or currencies, currency unit or units or composite currency or currencies in which the Securities of such Series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such Series) sufficient to pay the
principal (and premium or Make-Whole Amount, if any) or interest, if any, so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to
act. 
 Whenever the Company shall have one or more Paying Agents for any Series of Securities and any related coupons, it will, on or
before each due date of the principal of (and premium or Make-Whole Amount, if any), or interest, if any, on any Securities of that Series, deposit with a Paying Agent a sum (in the currency or currencies, currency unit or units or composite
currency or currencies described in the preceding paragraph) sufficient to pay the principal (and premium or Make-Whole Amount, if any) or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or Make-Whole Amount, if any, or interest, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 

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

(1) hold all sums held by it for the payment of principal of (and premium or Make-Whole Amount, if any) or interest, if any, on
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; 

(2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities) in the making of any such
payment of principal (and premium or Make-Whole Amount, if any) or interest, if any, on the Securities of that Series; and 

(3) at any time during the continuance of any such default upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent. 

  
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 The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such
sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums. 

Except as otherwise provided in the Securities of any Series, and subject to applicable laws, 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 or Make-Whole Amount, if any) or interest, if any, on any Security of any Series and remaining unclaimed for two years after such principal (and
premium or Make-Whole Amount, if any) or interest, if any, has become due and payable shall be paid to the Company upon Company Request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for payment of such principal of (and premium or Make-Whole Amount, if any) or interest, if any, on any Security, without interest thereon, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company. 
 SECTION 10.04. Existence 

Subject to Article Eight, each of the Parent and the Company will do or cause to be done all things necessary to preserve and keep in full
force and effect its existence, all material rights (by agreement of limited partnership and statute) and material franchises; provided, however, that neither the Partner nor Company shall be required to preserve any such right or
franchise if the Board of Directors of Parent shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Parent or the Company. 

SECTION 10.05. Statement as to Compliance 

The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a brief certificate from the principal executive
officer, principal financial officer or principal accounting officer of Parent as to his or her knowledge of the Parent’s and the Company’s compliance with all conditions and covenants under this Indenture and, in the event of any
noncompliance, specifying such noncompliance and the nature and status thereof. For purposes of this Section 10.05, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. 

The Company shall deliver to the Trustee within 30 calendar days after a Senior Officer becomes aware of the occurrence of any Event of
Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officer’s Certificate setting forth 

  
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the details of such Event of Default or default and the action which the Company proposes to take with respect thereto; provided, however, that no such Officer’s Certificate is
required to be delivered if such Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, no longer exists. 

SECTION 10.06. Parent Guarantee 

The Parent agrees to not incur any indebtedness for borrowed money or guarantee any of the Company’s indebtedness for borrowed money (in
each case other than Permitted Debt) without fully and unconditionally guaranteeing (subject to reasonable and customary exceptions) the Company’s obligations under this Indenture, including the due and punctual payment of principal of and
interest on any Securities Outstanding hereunder, whether at Stated Maturity, by declaration of acceleration, notice of repurchase or otherwise; provided that the Parent shall be released from its obligations under such guarantee, and such guarantee
shall be terminated, to the extent the Parent is subsequently no longer an obligor of indebtedness for borrowed money or a guarantor of any of the Company’s indebtedness for borrowed money (in each case other than Permitted Debt). The
Parent’s guarantee of the Securities will be a senior unsecured obligation of Parent and will rank equally in right of payment with other senior unsecured obligations of Parent. 

SECTION 10.07. Waiver of Certain Covenants. 

The Company may omit in any particular instance to comply with any term, provision or condition set forth in Sections 10.04 to 10.06,
inclusive, if before or after the time for such compliance the Holders of at least a majority in principal amount of all outstanding Securities of such Series, by Act of such Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant 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. 
 ARTICLE ELEVEN -
REDEMPTION OF SECURITIES 
 SECTION 11.01. Applicability of Article 

Securities of any Series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.01 for Securities of any Series) in accordance with this Article. 

SECTION 11.02. Election to Redeem; Notice to Trustee 

The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the
election of the Company of less than all of the Securities of any Series, the Company shall, at least 45 days prior to the giving of the notice of redemption in Section 11.04 (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of Securities of such Series to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided 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. 

SECTION 11.03. Selection by Trustee of Securities to Be Redeemed 

If less than all the Securities of any Series issued on the same day with the same terms are to be redeemed, the 

  
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particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such Series issued on such date with
the same terms not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of
that Series or any integral multiple thereof) of the principal amount of Securities of such Series of a denomination larger than the minimum authorized denomination for Securities of that Series. 

The Trustee shall promptly notify the Company and the Security Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 
 For all
purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of
such Security which has been or is to be redeemed. 
 SECTION 11.04. Notice of Redemption 

Notice of redemption shall be given in the manner provided in Section 1.06, not less than 30 days nor more than 60 days prior to the
Redemption Date, unless a shorter period is specified by the terms of such Series established pursuant to Section 3.01, to each Holder of Securities to be redeemed, but failure to give such notice in the manner herein provided to the Holder of
any Security designated for redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other such Security or portion thereof. 

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

(1) the Redemption Date, 

(2) the Redemption Price, accrued interest to the Redemption Date payable as provided in Section 11.06, if any, 

(3) if less than all Outstanding Securities of any Series are to be redeemed, the identification (and, in the case of partial
redemption, the principal amount) of the particular Security or Securities to be redeemed, 
 (4) in case any Security is to
be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the holder will receive, without a charge, a new Security or Securities of authorized
denominations for the principal amount thereof remaining unredeemed, 
 (5) that on the Redemption Date the Redemption Price
and accrued interest to the Redemption Date payable as provided in Section 11.06, if any, will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon shall cease to
accrue on and after said date, 

  
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 (6) the Place or Places of Payment where such Securities, together in the case of
Bearer Securities with all coupons appertaining thereto, if any, maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price and accrued interest, if any, 

(7) that the redemption is for a sinking fund, if such is the case, 

(8) that, unless otherwise specified in such notice, Bearer Securities of any Series, if any, surrendered for redemption must
be accompanied by all coupons maturing subsequent to the date fixed for redemption or the amount of any such missing coupon or coupons will be deducted from the Redemption Price, unless security or indemnity satisfactory to the Company, the Trustee
for such Series and any Paying Agent is furnished, 
 (9) if Bearer Securities of any Series are to be redeemed and any
Registered Securities of such Series are not to be redeemed, and if such Bearer Securities may be exchanged for Registered Securities not subject to redemption on this Redemption Date pursuant to Section 3.05 or otherwise, the last date, as
determined by the Company, on which such exchanges may be made, and 
 (10) the CUSIP number of such Security, if any. 

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

On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, which it may not do in the case of a sinking fund payment under Article Twelve, segregate and hold in trust as provided in Section 10.03) an amount of money in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such Series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such Series) sufficient to pay on the Redemption Date the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities or portions thereof which are to be redeemed on that date. 

SECTION 11.06. Securities Payable on Redemption Date 

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at
the Redemption Price therein specified in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such Series are payable (except as otherwise specified pursuant to Section 3.01 for the
Securities of such Series) (together with accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Securities shall,
if the same were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the 

  
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extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all coupons, if any, appertaining thereto maturing after the
Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest, if any, on Bearer Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 10.02) and, unless otherwise specified as contemplated by
Section 3.01, only upon presentation and surrender of coupons for such interest; and provided further that installments of interest, if any, on Registered Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07. 

If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided, however, that interest represented by coupons shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 10.02) and, unless otherwise specified as contemplated by Section 3.01, only upon presentation and surrender of those coupons. 

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium or Make-Whole
Amount, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Security. 
 SECTION 11.07.
Securities Redeemed in Part 
 Any Registered Security which is to be redeemed only in part (pursuant to the provisions of this
Article or of Article Twelve) shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge a new Security or Securities of the same
Series, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a Global Security is so surrendered, the Company
shall execute and the Trustee shall authenticate and deliver to the depository, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the principal of the Global Security so
surrendered. 

  
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 ARTICLE TWELVE - SINKING FUNDS 

SECTION 12.01. Applicability of Article 

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a Series except as otherwise
specified as contemplated by Section 3.01 for Securities of such Series. 
 The minimum amount of any sinking fund payment provided for
by the terms of Securities of any Series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of such Securities of any Series is herein referred to
as an “optional sinking fund payment.” If provided for by the terms of any Securities of any Series, the cash amount of any mandatory sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking
fund payment shall be applied to the redemption of Securities of any Series as provided for by the terms of Securities of such Series. 

SECTION 12.02. Satisfaction of Sinking Fund Payments with Securities 

The Company may, in satisfaction of all or any part of any mandatory sinking fund payment with respect to the Securities of a Series,
(1) deliver Outstanding Securities of such Series (other than any previously called for redemption) together in the case of any Bearer Securities of such Series with all unmatured coupons appertaining thereto and (2) apply as a credit
Securities of such Series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, as
provided for by the terms of such Securities, or which have otherwise been acquired by the Company; provided that such Securities so delivered or applied as a credit have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the applicable 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. 
 SECTION 12.03. Redemption of Securities for Sinking Fund 

Not less than 60 days prior to each sinking fund payment date for Securities of any Series, the Company will deliver to the Trustee an
Officer’s Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by payment of cash in the currency or
currencies, currency unit or units or composite currency or currencies in which the Securities of such Series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such Series) and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities of that Series pursuant to Section 12.02, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to the
Trustee any Securities to be so delivered and credited. If such Officer’s Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be obligated to pay the
amount therein specified. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of
the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.06 and 11.07. 

  
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 ARTICLE THIRTEEN - REPAYMENT AT THE OPTION OF HOLDERS 

SECTION 13.01. Applicability of Article 

Repayment of Securities of any Series before their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms
of such Securities, if any, and (except as otherwise specified by the terms of such Series established pursuant to Section 3.01) in accordance with this Article. 

SECTION 13.02. Repayment of Securities 

Securities of any Series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the
terms of such Securities, be repaid at a price equal to the principal amount thereof, together with interest, if any, thereon accrued to the Repayment Date specified in or pursuant to the terms of such Securities. The Company covenants that on or
prior to the Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money in the currency or
currencies, currency unit or units or composite currency or currencies in which the Securities of such Series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such Series) sufficient to pay the principal
(or, if so provided by the terms of the Securities of any Series, a percentage of the principal) of, and (except if the Repayment Date shall be an Interest Payment Date) accrued interest on, all the Securities or portions thereof, as the case may
be, to be repaid on such date. 
 SECTION 13.03. Exercise of Option 

Securities of any Series subject to repayment at the option of the Holders thereof will contain an “Option to Elect
Repayment” form on the reverse of such Securities. In order for any Security to be repaid at the option of the Holder, the Trustee must receive at the Place of Payment therefor specified in the terms of such Security (or at such other place
or places of which the Company shall from time to time notify the Holders of such Securities) not earlier than 60 days nor later than 30 days prior to the Repayment Date (1) the Security so providing for such repayment together with the
“Option to Elect Repayment” form on the reverse thereof duly completed by the Holder (or by the Holder’s attorney duly authorized in writing) or (2) a telegram, telex, facsimile transmission or a letter from a member of a
national securities exchange, or the Financial Industry Regulatory Authority (“FINRA”), or a commercial bank or trust company in the United States setting forth the name of the Holder of the Security, the principal amount of the
Security, the principal amount of the Security to be repaid, the CUSIP number, if any, or a description of the tenor and terms of the Security, a statement that the option to elect repayment is being exercised thereby and a guarantee that the
Security to be repaid, together with the duly completed form entitled “Option to Elect Repayment” on the reverse of the Security, will be received by the Trustee not later than the fifth Business Day after the date of such telegram, telex,
facsimile transmission or letter; provided, however, that such telegram, telex, facsimile transmission or letter shall only be effective if such Security and form duly completed are received by the Trustee by such fifth Business Day.
If less than the entire principal amount of such Security is to be repaid in accordance with the terms of such Security, the principal amount of such Security to be repaid, in increments of the minimum denomination for Securities of such Series, and
the denomination or denominations of the Security or Securities to be issued to the Holder for the portion of the principal amount of such Security surrendered that is not to be repaid, must be specified. The principal amount of any Security
providing for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal amount of such Security would be less than the 

  
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minimum authorized denomination of Securities of the Series of which such Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security providing for repayment
at the option of the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company. 

SECTION 13.04. When Securities Presented for Repayment Become Due and Payable 

If Securities of any Series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this
Article and as provided by or pursuant to the terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein specified,
and on and after such Repayment Date (unless the Company shall default in the payment of such Securities on such Repayment Date) such Securities shall, if the same were interest-bearing, cease to bear interest
and the coupons for such interest appertaining to any Bearer Securities so to be repaid, except to the extent provided below, shall be void. Upon surrender of any such Security for repayment in accordance with such provisions, together with all
coupons, if any, appertaining thereto maturing after the Repayment Date, the principal amount of such Security so to be repaid shall be paid by the Company, together with accrued interest, if any, to the Repayment Date; provided,
however, that coupons whose Stated Maturity is on or prior to the Repayment Date shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 10.02) and, unless otherwise
specified pursuant to Section 3.01, only upon presentation and surrender of such coupons; and provided further that, in the case of Registered Securities, installments of interest, if any, whose Stated Maturity is on or prior to
the Repayment Date shall be payable (but without interest thereon, unless the Company shall default in the payment thereof) to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section 3.07. 
 If any Bearer Security surrendered for repayment
shall not be accompanied by all appurtenant coupons maturing after the Repayment Date, such Security may be paid after deducting from the amount payable therefor as provided in Section 13.02 an amount equal to the face amount of all such
missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made as provided in the preceding sentence, such Holder shall be entitled to receive
the amount so deducted; provided, however, that interest, if any, represented by coupons shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 10.02) and, unless
otherwise specified as contemplated by Section 3.01, only upon presentation and surrender of those coupons. 
 If the principal amount
of any Security surrendered for repayment shall not be so repaid upon surrender thereof, such principal amount (together with interest, if any, thereon accrued to such Repayment Date) shall, until paid, bear interest from the Repayment Date at the
rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) set forth in such Security. 

  
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 SECTION 13.05. Securities Repaid in Part. 

Upon surrender of any Registered Security which is to be repaid in part only, the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge and at the expense of the Company, a new Registered Security or Securities of the same Series, of any authorized denomination specified by the Holder, in an aggregate principal amount
equal to and in exchange for the portion of the principal of such Security so surrendered which is not to be repaid. 
 ARTICLE FOURTEEN -
DEFEASANCE AND COVENANT DEFEASANCE 
 SECTION 14.01. Applicability of Article: Company’s Option to Effect Defeasance or
Covenant Defeasance 
 If, pursuant to Section 3.01, provision is made for either or both of (a) defeasance of the Securities
of or within a Series under Section 14.02 or (b) covenant defeasance of the Securities of or within a Series under Section 14.03, then the provisions of such Section or Sections, as the case may be, together with the other provisions
of this Article (with such modifications thereto as may be specified pursuant to Section 3.01 with respect to any Securities), shall be applicable to such Securities and any coupons appertaining thereto, and the Company may at its option by
Board Resolution, at any time, with respect to such Securities and any coupons appertaining thereto, elect to have Section 14.02 (if applicable) or Section 14.03 (if applicable) be applied to such Outstanding Securities and any coupons
appertaining thereto upon compliance with the conditions set forth below in this Article. 
 SECTION 14.02. Defeasance and
Discharge 
 Upon the Company’s exercise of the above option applicable to this Section with respect to any Securities of or within
a Series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any coupons appertaining thereto on the date the conditions set forth in Section 14.04 are satisfied
(hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any coupons appertaining
thereto, which shall thereafter be deemed to be Outstanding only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) below, and to have satisfied all of its other obligations
under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, solely from the
trust fund described in Section 14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto
when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03, and the Company’s obligations under Section 6.06 hereof (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (D) this Article. Subject to compliance with this Article Fourteen, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under
Section 14.03 with respect to such Securities and any coupons appertaining thereto. 
 SECTION 14.03. Covenant Defeasance

 Upon the Company’s exercise of the above option applicable to this Section with respect to any Securities of or within a Series, the


  
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Company shall be released from its obligations under Sections 10.04 to 10.07, inclusive, and, if specified pursuant to Section 3.01, its obligations under any other covenant contained herein
or in any indenture supplemental hereto, with respect to such Outstanding Securities and any coupons appertaining thereto on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “covenant
defeasance”), and such Securities and any coupons appertaining thereto shall thereafter be deemed to be not Outstanding for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with Sections 10.04 to 10.07, inclusive, or such other covenant, but shall continue to be deemed Outstanding for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such
Outstanding Securities and any coupons appertaining thereto, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section or such other covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other document and such omission to
comply shall not constitute a default or an Event of Default under Section 5.01(4) to 5.01(8), inclusive, or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and any coupons
appertaining thereto shall be unaffected thereby. 
 SECTION 14.04. Conditions to Defeasance or Covenant Defeasance 

The following shall be the conditions to application of Section 14.02 or Section 14.03 to any Outstanding Securities of or within a
Series and any coupons appertaining thereto: 
 (a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee
(or another trustee satisfying the requirements of Section 6.07 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any coupons appertaining thereto, (1) an amount in such currency, currencies or currency unit in which such Securities and any coupons
appertaining thereto are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities and coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which
such Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest, if any, in respect thereof in accordance with their terms will provide, not later than
the due date of any payment of principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (3) a combination thereof, in any case, in an amount,
sufficient, without consideration of any reinvestment of such principal and interest, if any, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to
pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities and any
coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons
appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto. 

  
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 (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or
constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. 

(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities
and any coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(6) and 5.01(7) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until the expiration of such period). 
 (d) In the case of an election
under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date
of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons
appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been
the case if such defeasance had not occurred. 
 (e) In the case of an election under Section 14.03, the Company shall have delivered
to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance
and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. 

(f) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to
subsection (a) above and the related exercise of the Company’s option under Section 14.02 or Section 14.03 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company,
with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. 

(g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.01. 

(h) The payment of amounts payable to the Trustee pursuant to this Indenture shall be paid or provided for to the reasonable satisfaction of
the Trustee. 

  
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 SECTION 14.05. Deposited Money and Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions 
 Subject to the provisions of the last paragraph of Section 10.03, all money and Government Obligations
(or other property as may be provided pursuant to Section 3.01) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 14.05, the “Trustee”) pursuant to
Section 14.04 in respect of any Outstanding Securities of any Series and any coupons appertaining thereto shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any coupons appertaining
thereto and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities and any coupons appertaining thereto of
all sums due and to become due thereon in respect of principal (and premium or Make-Whole Amount, if any) and interest, if any, but such money need not be segregated from other funds except to the extent required by law. 

Unless otherwise specified with respect to any Security pursuant to Section 3.01, if, after a deposit referred to in
Section 14.04(a) has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 3.01 or the terms of such Security to receive payment in a currency or currency
unit other than that in which the deposit pursuant to Section 14.04(a) has been made in respect of such Security, or (b) a Conversion Event occurs in respect of the currency or currency unit in which the deposit pursuant to
Section 14.04(a) has been made, the indebtedness represented by such Security and any coupons appertaining thereto shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium or
Make-Whole Amount, if any), and interest, if any, on such Security as the same becomes due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited in
respect of such Security into the currency or currency unit in which such Security becomes payable as a result of such election or Conversion Event based on the applicable market exchange rate for such currency or currency unit in effect on the
second Business Day prior to each payment date, except, with respect to a Conversion Event, for such currency or currency unit in effect (as nearly as feasible) at the time of the Conversion Event. 

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 14.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such Outstanding Securities and any coupons
appertaining thereto. 
 Anything in this Article to the contrary notwithstanding, subject to Section 6.06, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 14.04 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant defeasance, as applicable, in
accordance with this Article. 

  
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 ARTICLE FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES 

SECTION 15.01. Purposes for Which Meetings May Be Called 

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

SECTION 15.02. Call, Notice and Place of Meetings. 

(a) The Trustee may at any time call a meeting of Holders of Securities of any Series for any purpose specified in Section 15.01, to be
held at such time and at such place as the Trustee shall determine. Notice of every meeting of Holders of Securities of any Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 1.06, not less than 20 nor more than 180 days prior to the date fixed for the meeting. 

(b) In case at any time Parent, pursuant to a Board Resolution, or the Holders of at least 25% in principal amount of the Outstanding
Securities of any Series shall have requested the Trustee to call a meeting of the Holders of Securities of such Series for any purpose specified in Section 15.01, by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 20 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the
Company, Parent or the Holders of Securities of such Series in the amount above specified, as the case may be, may determine the time and the place for such meeting and may call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section. 
 SECTION 15.03. Persons Entitled to Vote at Meetings 

To be entitled to vote at any meeting of Holders of Securities of any Series, a Person shall be (1) a Holder of one or more Outstanding
Securities of such Series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such Series by such Holder or Holders. The only Persons who shall be entitled to be
present or to speak at any meeting of Holders of Securities of any Series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company and Parent
and their respective counsels. 
 SECTION 15.04. Quorum; Action 

The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a Series shall constitute a quorum for a meeting
of Holders of Securities of such Series; provided, however, that if any action is to be taken at such meeting with respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities of a Series, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities of such Series shall constitute a quorum. In the absence of
a quorum within 30 minutes after the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such Series, be dissolved. In any other case the meeting may be adjourned for a period of not less
than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a 

  
 74 








 
quorum at the reconvening of any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days; at the reconvening of any meeting adjourned or
further adjourned for lack of a quorum, the Persons entitled to vote 25% in aggregate principal amount of the then Outstanding Securities shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice
of the reconvening of any adjourned meeting shall be given as provided in Section 15.02(a), except that such notice need be given only once not less than 5 days prior to the date on which the meeting is scheduled to be reconvened. 

Except as limited by the proviso to Section 9.02, any resolution presented to a meeting or adjourned meeting duly reconvened at which a
quorum is present as aforesaid may be adopted by the affirmative vote of the Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities represented at such meeting; provided, however, that, except
as limited by the proviso to Section 9.02, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders
of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a Series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of that Series. 
 Any
resolution passed or decision taken at any meeting of Holders of Securities of any Series duly held in accordance with this Section shall be binding on all the Holders of Securities of such Series and the related coupons, whether or not present or
represented at the meeting. 
 Notwithstanding the foregoing provisions of this Section 15.04, if any action is to be taken at a
meeting of Holders of Securities of any Series with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that this Indenture expressly provides may be made, given or taken by the Holders of a specified
percentage in principal amount of all Outstanding Securities affected thereby, or of the Holders of such Series and one or more additional Series: 

(i) there shall be no minimum quorum requirement for such meeting; and 

(ii) the principal amount of the Outstanding Securities of such Series that vote in favor of such request, demand,
authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under this
Indenture. 
 SECTION 15.05. Determination of Voting Rights; Conduct and Adjournment of Meetings. 

(a) Notwithstanding any provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of a Series in regard to proof of the holding of Securities of such Series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and


  
 75 








 
examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.04 or by having the
signature of the Person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 1.04 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 1.04 or other proof. 
 (b)
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, Parent or by Holders of Securities as provided in Section 15.02(b), in which case the Company,
Parent or the Holders of Securities of the Series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities of such Series represented at the meeting. 
 (c) At any
meeting each Holder of a Security of such Series or proxy shall be entitled to one vote for each $1,000 principal amount of the Outstanding Securities of such Series 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 of such
Series or proxy. 
 (d) Any meeting of Holders of Securities of any Series duly called pursuant to Section 15.02 at which a quorum is
present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such Series represented at the meeting, and the meeting may be held as so adjourned without further notice. 

SECTION 15.06. Counting Votes and Recording Action of Meetings 

The vote upon any resolution submitted to any meeting of Holders of Securities of any Series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such Series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such Series held or represented by them. The permanent chairman
of the meeting shall appoint 2 inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes
cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any Series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the fact, setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 15.02
and, if applicable, Section 15.04. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company and Parent and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. 

[Signatures follow on Next Page] 

  
 76 








 SIGNATURES 

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

 

			
	EMPIRE STATE REALTY TRUST OP, L.P.
		
	By:	 	  

		 	Name:
		 	Title:
	
	EMPIRE STATE REALTY TRUST, INC.,
		
	By:	 	  

		 	Name:
		 	Title:
	
	[                    ], as Trustee
		
	By:	 	  

		 	Name:
		 	Title:



  
 77 








 EXHIBIT A 

FORM OF REDEEMABLE OR NON-REDEEMABLE SENIOR DEBT SECURITY 

[Face of Security] 
 [If the Holder of this
Security (as indicated below) is The Depository Trust Company (“DTC”) or a nominee of DTC, this Security is a Global Security and the following two legends apply: 

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY A NEW YORK CORPORATION (“DTC”) TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN. 
 UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM,
THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR..] 

[If this Security is an Original Issue Discount Security, insert — FOR PURPOSES OF SECTION 1273 and 1275 OF THE UNITED STATES INTERNAL REVENUE
CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS     % OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS             , 20     [AND] THE YIELD
TO MATURITY IS     %. [THE METHOD USED TO DETERMINE THE AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF             ,
20     TO             , 20     , IS     % OF THE PRINCIPAL AMOUNT OF THIS SECURITY.] 

EMPIRE STATE REALTY TRUST OP, L.P. [Designation of Series] 
  

			
	No.             	  	$        

 CUSIP No.              

EMPIRE STATE REALTY TRUST OP, L.P., a Delaware limited partnership (herein referred to as the “Company,” which term includes any successor entity
under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to                      or registered assigns the
principal sum of          Dollars on                      (the “Stated Maturity Date”) [or
insert date fixed for earlier redemption (the “Redemption Date,” and together with the Stated Maturity Date with respect to principal repayable on such date, the “Maturity Date.”)] 

  
 A-1 








 [If the Security is to bear interest prior to Maturity, insert — and to pay interest thereon from
                     or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on                      and
                     in each year (each, an “Interest Payment Date”), commencing
                    , at the rate of     % per annum, until the principal hereof is paid or duly provided for. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Holder in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the                      or
                     (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date [at the office or agency of the
Company maintained for such purpose; provided, however, that such interest may be paid, at the Company’s option, by mailing a check to such Holder at its registered address or by transfer of funds to an account maintained by such
Holder within the United States]. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Holder in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this Series not less than 10
days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this Series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months.] 

[If the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of
a default in payment of principal upon acceleration, upon redemption or at the [Stated] Maturity Date and in such case the overdue principal of this Security shall bear interest at the rate of     % per annum (to the extent that
the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on
demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of     % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall
accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] 

The principal of this Security payable on the Stated Maturity Date [or the principal of, premium or Make-Whole Amount, if any, and, if the Redemption Date is
not an Interest Payment Date, interest on this Security payable on the Redemption Date] will be paid against presentation of this Security at the office or agency of the Company maintained for that purpose in
                    , in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public
and private debts. 
 Interest payable on this Security on any Interest Payment Date and on the [Stated] Maturity Date [or Redemption Date, as the case may
be,] will include interest accrued from and including the next preceding Interest Payment Date in respect of which interest has been paid or duly provided 

  
 A-2 








 
for (or from and including                     , if no interest has been paid on this Security)
to but excluding such Interest Payment Date or the [Stated] Maturity Date [or Redemption Date, as the case may be.] If any Interest Payment Date or the [Stated] Maturity Date or [Redemption Date] falls on a day that is not a Business Day, as defined
below, principal, premium or Make-Whole Amount, if any, and/or interest payable with respect to such Interest Payment Date or [Stated] Maturity Date [or Redemption Date, as the case may be,] will be paid on the next succeeding Business Day with the
same force and effect as if it were paid on the date such payment was due, and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date or [Stated] Maturity Date [or Redemption Date, as the case may
be.] “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in The City of New York are required or authorized by law, regulation or executive order to close.

 [If this Security is a Global Security, insert — All payments of principal, premium or Make-Whole Amount, if any, and interest in respect of
this Security will be made by the Company in immediately available funds.] 
 Reference is hereby made to the further provisions of this Security set forth
on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the Certificate of
Authentication hereon has been executed by the Trustee by manual signature of one of its authorized signatories, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its facsimile corporate seal. 

 

			
	Dated:	 	  


  

			
	EMPIRE STATE REALTY TRUST OP, L.P.
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-3 








 [Reverse of Security] 

EMPIRE STATE REALTY TRUST OP, L.P. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”),
issued and to be issued in one or more Series under an 
 Indenture, dated as of             ,
2007 (herein called the “Indenture”) among the Company, Empire State Realty Trust, Inc., a Maryland corporation (herein called “Parent”) and
                    , as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect
to the Series of which this Security is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company,
Parent, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the duly authorized Series of Securities designated on the face hereof
(collectively, the “Securities”), [if applicable, insert — and the aggregate principal amount of the Securities to be issued under such Series is limited to $         (except for
Securities authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Securities).] All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

If an Event of Default, as defined in the Indenture, shall occur and be continuing, the principal of the Securities of this Series may be declared due and
payable in the manner and with the effect provided in the Indenture. 
 [If applicable, insert — The Securities may not be redeemed prior to the
Stated Maturity Date.] 
 [If applicable, insert — The Securities are subject to redemption [ (l) (If applicable, insert — on
                     in any year commencing with the year
                     and ending with the year
                     through operation of the sinking fund for this Series at a Redemption Price equal to 100% of the principal amount, and
(2) ] [If applicable, insert — at any time [on or after                     ], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the principal amount): 
 If redeemed on or before
            ,     % and if redeemed during the 12-month period beginning
                     of the years indicated at the Redemption Prices indicated below. 

 

							
	 Year
	  	Redemption Price	  	Year	  	Redemption Price
		  		  		  	
		  		  		  	
		  		  		  	

 and thereafter at a Redemption Price equal to     % of the principal amount, together in the case of any
such redemption [If applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date; provided, however, that installments of interest on this Security whose
Stated Maturity is on or prior to such Redemption Date will be payable to the Holder of this Security, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.] 

  
 A-4 








 [If applicable, insert — The Securities are subject to redemption (1) on
                     in any year commencing with the year
                     and ending with the year
                     through operation of the sinking fund for this Series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [on or after                     ], as
a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning                      of the years indicated, 

 

					
	 Year
	  	Redemption Price for
Redemption Through
Operation of the Sinking Fund	  	Redemption Price for
Redemption Otherwise Than
Through Operation of the
Sinking Fund
		  		  	
		  		  	
		  		  	

 and thereafter at a Redemption Price equal to     % of the principal amount, together in the case of any
such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date; provided, however, that installments of interest on this Security whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holder of this Security, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] 

[If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to
                    , redeem any Securities as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than     % per annum.] 

[If applicable, insert — The sinking fund for the Securities provides for the redemption on
                     in each year, beginning with the year
                     and ending with the year
                    , of [not less than] $        ] [(“mandatory sinking fund”) and not more than
$        ] aggregate principal amount of the Securities. [The Securities acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made in the [describe order] order in which they become due.]] 
 Notice
of redemption will be given by mail to Holders of Securities, not less than 30 nor more than 60 days prior to the Redemption Date, all as provided in the Indenture. 

In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in
the name of the Holder hereof upon the cancellation hereof. 

  
 A-5 








 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company, Parent and the rights of the Holders of the Securities under the Indenture at any time by the Company, Parent and the Trustee with the consent of the Holders of not less than a majority of
the aggregate principal amount of all Securities issued under the Indenture at the time Outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority of the aggregate principal amount of
the Outstanding Securities, on behalf of the Holders of all such Securities, to waive compliance by the Company and Parent with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a
majority of the aggregate principal amount, in certain instances, of the Outstanding Securities of any Series to waive, on behalf of all of the Holders of Securities of such Series, certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and other Securities issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
 No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium or Make-Whole Amount, if any) and interest on this Security at the times,
places and rate, and in the coin or currency, herein prescribed. 
 As provided in the Indenture and subject to certain limitations therein
[and herein] set forth, the transfer of this Security is registrable in the Security Register of the Company upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and
premium or Make-Whole Amount, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof
or by his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

As provided in the Indenture and subject to certain limitations therein [and herein] set forth, this Security is exchangeable for a like
aggregate principal amount of Securities of different authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same. 

The Securities of this Series are issuable only in registered form [without coupons] in denominations of
$         and any integral multiple thereof. 
 No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Prior to due presentment of this 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 this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

  
 A-6 








 Notwithstanding any other provision of the Indenture or of this Security of any Series to the
contrary, no recourse under or upon any obligation, covenant or agreement contained in the or in this Security, or because of any indebtedness evidenced by any of the foregoing, shall be had against any past, present or future partner (including
Parent), shareholder, member, manager, employee, officer, agent or director, solely in their capacity as such, of Parent or the Company, as applicable, or any such predecessor or successor, under any rule of law, statute or constitutional provision
or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of this Security by the Holder(s) as part of the consideration for the issue of
this Security. 
 The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed entirely in such State. 

  
 A-7 








 EXHIBIT B 

FORMS OF CERTIFICATION 
 EXHIBIT B-1 
 FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED 

TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST 

PAYABLE PRIOR TO THE EXCHANGE DATE 

CERTIFICATE 
 [Insert title or
sufficient description of Securities to be delivered] 
 This is to certify that, as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (i) are owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the
income of which is subject to United States Federal income taxation regardless of its source (“United States person(s)”), (ii) are owned by United States person(s) that are (a) foreign branches of United States financial
institutions (financial institutions, as defined in United States Treasury Regulations Section 2.165-12(c)(1)(v) are herein referred to as “financial institutions”) purchasing for their own
account or for resale, or (b) United States person(s) who acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise Empire State Realty Trust OP, L.P. or its agent that such financial institution will comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s)
for purposes of resale during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or foreign
financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)), this is to further certify that such financial institution has not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States or its possessions. 
 As used herein, “United
States” means the United States of America (including the States and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

 We undertake to advise you promptly by tested telex or by telecopy on or prior to the date on which you intend to submit your
certification relating to the above-captioned Securities held by you for our account in accordance with your operating procedures if any applicable statement herein is not correct on such date, and in the
absence of any such notification it may be assumed that this certification applies as of such date. 
 This certificate excepts and does not
relate to [U.S.$        ] of such interest in the above-captioned Securities in respect of which we are not able to certify and as to which we understand an exchange for
an interest in a permanent Global Security or an exchange for and delivery of definitive Securities (or, if relevant, collection of any interest) cannot be made until we do so certify. 

  
 B-1 








 We understand that this certificate may be required in connection with certain tax legislation in
the United States. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested
party in such proceedings. 
 Dated:             ,
             
 [To be dated no earlier than the 15th day prior to (i) the Exchange Date or
(ii) the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable] 
  

	
	[Name of Person Making Certification]
	
	  

	(Authorized Signature)
	Name:
	Title:



  
 B-2 








 EXHIBIT B-2 

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR 

AND CLEARSTREAM IN CONNECTION WITH THE EXCHANGE OF 

A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO 

OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE 

CERTIFICATE 
 [Insert title or
sufficient description of Securities to be delivered] 
 This is to certify that, based solely on written certifications that we have
received in writing, by tested telex or by electronic transmission from each of the persons appearing in our records as persons entitled to a portion of the principal amount set forth below (our “Member Organizations”) substantially in the
form attached hereto, as of the date hereof, [U.S.$        ] principal amount of the above-captioned Securities (i) is owned by person(s) that are not citizens or
residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source (“United States person(s)”), (ii) is
owned by United States person(s) that are (a) foreign branches of United States financial institutions (financial institutions, as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are
herein referred to as “financial institutions”) purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such financial institution has agreed, on its own behalf or through its agent, that we may advise Empire State Realty Trust
OP, L.P. or its agent that such financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by
United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to the further
effect, that financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United
States person or to a person within the United States or its possessions. 
 As used herein, “United States” means the United
States of America (including the States and the District of Columbia); and its “Possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. 

We further certify that (i) we are not making available herewith for exchange (or, if relevant, collection of any interest) any portion
of the temporary Global Security representing the above-captioned Securities excepted in the above-referenced certificates of Member Organizations and (ii) as of
the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant,
collection of any interest) are no longer true and cannot be relied upon as of the date hereof. 
 We understand that this certification is
required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings. 

  
 B-3 








 Dated:             
         
 [To be dated no earlier than the Exchange Date or the relevant Interest Payment Date
occurring prior to the Exchange Date, as applicable] 
  

			
	[Euroclear Bank S.A./N.V., as Operator of the Euroclear System] [Clearstream Banking Luxembourg]
		
	By:	 	  




  
 B-4