Form of Subordinated Indenture



 EXHIBIT 4.15 

  
 PPL CAPITAL FUNDING, INC., 
 Issuer 
  
 and 
  
 PPL CORPORATION, 
 Guarantor 
  

TO 
  
 JPMORGAN CHASE BANK 
 Trustee 
  

  
 Subordinated Indenture 
  
 Dated as of                      
  








 TABLE OF CONTENTS 
  

					
	 PARTIES
	  	 	  	1
		
	 ARTICLE One Definitions and other Provisions of General Application
	  	2
			
	 SECTION 101.
	  	 Definitions
	  	2
	 	  	 Act
	  	2
	 	  	 Additional Interest
	  	2
	 	  	 Affiliate
	  	2
	 	  	 Authenticating Agent
	  	2
	 	  	 Authorized Officer
	  	3
	 	  	 Board of Directors
	  	3
	 	  	 Board Resolution
	  	3
	 	  	 Business Day
	  	3
	 	  	 Commission
	  	3
	 	  	 Common Securities
	  	3
	 	  	 Company
	  	3
	 	  	 Company Order or Company Request
	  	3
	 	  	 Corporate Trust Office
	  	3
	 	  	 corporation
	  	3
	 	  	 Defaulted Interest
	  	3
	 	  	 [Discount Security]
	  	4
	 	  	 Dollar or $
	  	4
	 	  	 [Eligible Obligations]
	  	4
	 	  	 Event of Default
	  	4
	 	  	 Exchange Act
	  	4
	 	  	 Government Obligations
	  	4
	 	  	 Guarantee
	  	4
	 	  	 Guarantor
	  	4
	 	  	 Guarantor Order or Guarantor Request
	  	4
	 	  	 Holder
	  	5
	 	  	 Indenture
	  	5
	 	  	 interest
	  	5
	 	  	 Interest Payment Date
	  	5
	 	  	 Maturity
	  	5
	 	  	 Notice of Default
	  	5
	 	  	 Officer’s Certificate
	  	5
	 	  	 Opinion of Counsel
	  	5
	 	  	 Outstanding
	  	5
	 	  	 Paying Agent
	  	7
	 	  	 Periodic Offering
	  	7
	 	  	 Person
	  	7
	 	  	 Place of Payment
	  	7
	 	  	 Predecessor Security
	  	7
	 	  	 [Preferred Securities]
	  	7
	 	  	 Redemption Date
	  	7

  

 -i- 









					
	 	  	 Redemption Price
	  	7
	 	  	 Regular Record Date
	  	7
	 	  	 Required Currency
	  	7
	 	  	 Responsible Officer
	  	7
	 	  	 Securities
	  	8
	 	  	 Securities Act
	  	8
	 	  	 Security Register and Security Registrar
	  	8
	 	  	 [Senior Indebtedness]
	  	8
	 	  	 Special Record Date
	  	8
	 	  	 Stated Interest Rate
	  	8
	 	  	 Stated Maturity
	  	9
	 	  	 Tranche
	  	9
	 	  	 [Trust]
	  	9
	 	  	 Trust Agreement
	  	9
	 	  	 Trustee
	  	9
	 	  	 Trust Indenture Act
	  	9
	 	  	 Trust Securities Guarantee
	  	9
	 	  	 United States
	  	9
	 SECTION 102.
	  	 Compliance Certificates and Opinions
	  	9
	 SECTION 103.
	  	 Form of Documents Delivered to Trustee
	  	10
	 SECTION 104.
	  	 Acts of Holders
	  	11
	 SECTION 105.
	  	 Notices, Etc. to Trustee, Company or Guarantor
	  	13
	 SECTION 106.
	  	 Notice to Holders of Securities; Waiver
	  	14
	 SECTION 107.
	  	 Conflict with Trust Indenture Act
	  	15
	 SECTION 108.
	  	 Effect of Headings and Table of Contents
	  	15
	 SECTION 109.
	  	 Successors and Assigns
	  	15
	 SECTION 110.
	  	 Separability Clause
	  	15
	 SECTION 111.
	  	 Benefits of Indenture
	  	15
	 SECTION 112.
	  	 Governing Law
	  	15
	 SECTION 113.
	  	 Legal Holidays
	  	15
		
	 ARTICLE Two Security Forms
	  	16
			
	 SECTION 201.
	  	 Forms Generally
	  	16
	 SECTION 202.
	  	 Form of Trustee’s Certificate of Authentication
	  	16
		
	 ARTICLE Three The Securities
	  	17
			
	 SECTION 301.
	  	 Amount Unlimited; Issuable in Series
	  	17
	 SECTION 302.
	  	 Denominations
	  	21
	 SECTION 303.
	  	 Execution, Authentication, Delivery and Dating
	  	21
	 SECTION 304.
	  	 Temporary Securities
	  	24
	 SECTION 305.
	  	 Registration, Registration of Transfer and Exchange
	  	25
	 SECTION 306.
	  	 Mutilated, Destroyed, Lost and Stolen Securities
	  	26
	 SECTION 307.
	  	 Payment of Interest; Interest Rights Preserved
	  	27
	 SECTION 308.
	  	 Persons Deemed Owners
	  	28
	 SECTION 309.
	  	 Cancellation
	  	28
	 SECTION 310.
	  	 Computation of Interest
	  	28
	 SECTION 311.
	  	 Payment to Be in Proper Currency
	  	29

  

 -ii- 









					
	 [SECTION 312.
	  	 Extension of Interest Payment
	  	29
	 [SECTION 313.
	  	 Additional Interest
	  	29
		
	 ARTICLE Four Redemption of Securities
	  	30
			
	 SECTION 401.
	  	 Applicability of Article
	  	30
	 SECTION 402.
	  	 Election to Redeem; Notice to Trustee
	  	30
	 SECTION 403.
	  	 Selection of Securities to Be Redeemed
	  	30
	 SECTION 404.
	  	 Notice of Redemption
	  	31
	 SECTION 405.
	  	 Securities Payable on Redemption Date
	  	32
	 SECTION 406.
	  	 Securities Redeemed in Part
	  	32
		
	 ARTICLE Five Sinking Funds
	  	32
			
	 SECTION 501.
	  	 Applicability of Article
	  	32
	 SECTION 502.
	  	 Satisfaction of Sinking Fund Payments with Securities
	  	33
	 SECTION 503.
	  	 Redemption of Securities for Sinking Fund
	  	33
		
	 ARTICLE Six Covenants
	  	34
			
	 SECTION 601.
	  	 Payment of Principal, Premium and Interest
	  	34
	 SECTION 602.
	  	 Maintenance of Office or Agency
	  	34
	 SECTION 603.
	  	 Money for Securities Payments to Be Held in Trust
	  	35
	 SECTION 604.
	  	 Corporate Existence
	  	36
	 SECTION 605.
	  	 Annual Officer’s Certificate
	  	36
	 SECTION 606.
	  	 Waiver of Certain Covenants
	  	36
	 SECTION 607.
	  	 Restriction on Payment of Dividends
	  	37
	 [SECTION 608.
	  	 Maintenance of Trust Existence
	  	37
	 [SECTION 609.
	  	 Rights of Holders of Preferred Securities
	  	38
		
	 ARTICLE Seven Satisfaction and Discharge
	  	38
			
	 SECTION 701.
	  	 Satisfaction and Discharge of Securities
	  	38
	 SECTION 702.
	  	 Satisfaction and Discharge of Indenture
	  	40
	 SECTION 703.
	  	 Application of Trust Money
	  	41
		
	 ARTICLE Eight Events of Default; Remedies
	  	42
			
	 SECTION 801.
	  	 Events of Default
	  	42
	 SECTION 802.
	  	 Acceleration of Maturity; Rescission and Annulment
	  	43
	 SECTION 803.
	  	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	44
	 SECTION 804.
	  	 Trustee May File Proofs of Claim
	  	45
	 SECTION 805.
	  	 Trustee May Enforce Claims Without Possession of Securities
	  	46
	 SECTION 806.
	  	 Application of Money Collected
	  	46
	 SECTION 807.
	  	 Limitation on Suits
	  	46
	 SECTION 808.
	  	 Unconditional Right of Holders to Receive Principal, Premium and Interest
	  	47
	 SECTION 809.
	  	 Restoration of Rights and Remedies
	  	47
	 SECTION 810.
	  	 Rights and Remedies Cumulative
	  	48
	 SECTION 811.
	  	 Delay or Omission Not Waiver
	  	48

  

 -iii- 









					
	 SECTION 812.
	  	 Control by Holders of Securities
	  	48
	 SECTION 813.
	  	 Waiver of Past Defaults
	  	48
	 SECTION 814.
	  	 Undertaking for Costs
	  	49
	 SECTION 815.
	  	 Waiver of Usury, Stay or Extension Laws
	  	49
		
	 ARTICLE Nine The Trustee
	  	50
			
	 SECTION 901.
	  	 Certain Duties and Responsibilities
	  	50
	 SECTION 902.
	  	 Notice of Defaults
	  	51
	 SECTION 903.
	  	 Certain Rights of Trustee
	  	51
	 SECTION 904.
	  	 Not Responsible for Recitals or Issuance of Securities
	  	52
	 SECTION 905.
	  	 May Hold Securities
	  	52
	 SECTION 906.
	  	 Money Held in Trust
	  	53
	 SECTION 907.
	  	 Compensation and Reimbursement
	  	53
	 SECTION 908.
	  	 Disqualification; Conflicting Interests
	  	53
	 SECTION 909.
	  	 Corporate Trustee Required; Eligibility
	  	54
	 SECTION 910.
	  	 Resignation and Removal; Appointment of Successor
	  	54
	 SECTION 911.
	  	 Acceptance of Appointment by Successor
	  	56
	 SECTION 912.
	  	 Merger, Conversion, Consolidation or Succession to Business
	  	57
	 SECTION 913.
	  	 Preferential Collection of Claims Against Company
	  	57
	 SECTION 914.
	  	 Appointment of Authenticating Agent
	  	58
	 SECTION 915.
	  	 Co-trustee and Separate Trustees
	  	59
		
	 ARTICLE Ten Holders’ Lists and Reports by Trustee, Company and Guarantor
	  	61
			
	 SECTION 1001.
	  	 Lists of Holders
	  	61
	 SECTION 1002.
	  	 Reports by Trustee, Company and Guarantor
	  	61
		
	 ARTICLE Eleven Consolidation, Merger, Conveyance, or Other Transfer
	  	61
			
	 SECTION 1101.
	  	 Company or Guarantor May Consolidate, Etc., Only on Certain Terms
	  	61
	 SECTION 1102.
	  	 Successor Person Substituted
	  	62
	 SECTION 1103.
	  	 Limitation
	  	62
		
	 ARTICLE Twelve Supplemental Indentures
	  	63
			
	 SECTION 1201.
	  	 Supplemental Indentures Without Consent of Holders
	  	63
	 SECTION 1202.
	  	 Supplemental Indentures With Consent of Holders
	  	65
	 SECTION 1203.
	  	 Execution of Supplemental Indentures
	  	66
	 SECTION 1204.
	  	 Effect of Supplemental Indentures
	  	67
	 SECTION 1205.
	  	 Conformity With Trust Indenture Act
	  	67
	 SECTION 1206.
	  	 Reference in Securities to Supplemental Indentures
	  	67
	 SECTION 1207.
	  	 Modification Without Supplemental Indenture
	  	67
		
	 ARTICLE Thirteen Meetings of Holders; Action Without Meeting
	  	68
			
	 SECTION 1301.
	  	 Purposes for Which Meetings May Be Called
	  	68
	 SECTION 1302.
	  	 Call, Notice and Place of Meetings
	  	68
	 SECTION 1303.
	  	 Persons Entitled to Vote at Meetings
	  	68
	 SECTION 1304.
	  	 Quorum; Action
	  	69

  

 -iv- 









					
	 SECTION 1305.
	  	 Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings
	  	70
	 SECTION 1306.
	  	 Counting Votes and Recording Action of Meetings
	  	70
	 SECTION 1307.
	  	 Action Without Meeting
	  	71
		
	 ARTICLE Fourteen Guarantee
	  	71
			
	 SECTION 1401.
	  	 Guarantee
	  	71
	 SECTION 1402.
	  	 Guarantee Subordinate to Senior Indebtedness of the Guarantor
	  	73
	 SECTION 1403.
	  	 Payment Over of Proceeds of Securities
	  	73
	 SECTION 1404.
	  	 Disputes with Holders of Certain Senior Indebtedness of the Guarantor
	  	75
	 SECTION 1405.
	  	 Subrogation
	  	75
	 SECTION 1406.
	  	 Obligation of the Guarantor Unconditional
	  	76
	 SECTION 1407.
	  	 Priority of Senior Indebtedness of the Guarantor Upon Maturity
	  	76
	 SECTION 1408.
	  	 Trustee as Holder of Senior Indebtedness of the Guarantor
	  	77
	 SECTION 1409.
	  	 Notice to Trustee to Effectuate Subordination
	  	77
	 SECTION 1410.
	  	 Modification, Extension, etc. of Senior Indebtedness of the Guarantor
	  	77
	 SECTION 1411.
	  	 Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness of the Guarantor
	  	78
	 SECTION 1412.
	  	 Paying Agents Other Than the Trustee
	  	78
	 SECTION 1413.
	  	 Rights of Holders of Senior Indebtedness of the Guarantor Not Impaired
	  	78
	 SECTION 1414.
	  	 Effect of Subordination Provisions; Termination
	  	78
	 SECTION 1415.
	  	 Execution and Delivery of Guarantee
	  	79
		
	 ARTICLE Fifteen Subordination of Securities
	  	79
			
	 SECTION 1501.
	  	 Securities Subordinate to Senior Indebtedness of the Company
	  	79
	 SECTION 1502.
	  	 Payment Over of Proceeds of Securities
	  	80
	 SECTION 1503.
	  	 Disputes with Holders of Certain Senior Indebtedness of the Company
	  	81
	 SECTION 1504.
	  	 Subrogation
	  	82
	 SECTION 1505.
	  	 Obligation of the Company Unconditional
	  	82
	 SECTION 1506.
	  	 Priority of Senior Indebtedness of the Company Upon Maturity
	  	83
	 SECTION 1507.
	  	 Trustee as Holder of Senior Indebtedness of the Company
	  	83
	 SECTION 1508.
	  	 Notice to Trustee to Effectuate Subordination
	  	83
	 SECTION 1509.
	  	 Modification, Extension, etc. of Senior Indebtedness of the Company
	  	84
	 SECTION 1510.
	  	 Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness of the Company
	  	84
	 SECTION 1511.
	  	 Paying Agents Other Than the Trustee
	  	84
	 SECTION 1512.
	  	 Rights of Holders of Senior Indebtedness of the Company Not Impaired
	  	85

  

 -v- 









					
	 SECTION 1513.
	  	 Effect of Subordination Provisions; Termination
	  	85
		
	 ARTICLE Sixteen Immunity of Incorporators, Stockholders, Officers and Directors
	  	85
			
	 SECTION 1601.
	  	 Liability Solely Corporate
	  	85
			
	 Testimonium
	  	 	  	85
			
	 Signatures and Seals
	  	 	  	85

  

 -vi- 








 PPL CAPITAL FUNDING, INC. 
  
 Reconciliation and tie between Trust Indenture Act of 1939 
 and Indenture, dated as of                      
  

					
	 Trust Indenture Act Section

	  	 Indenture Section


			
	 §310
	 	 (a)(1)
	  	 909

	 	 	 (a)(2)
	  	 909

	 	 	 (a)(3)
	  	 915

	 	 	 (a)(4)
	  	 Not Applicable

	 	 	 (b)
	  	 908

	 	 	 	  	 910

	 §311
	 	 (a)
	  	 913

	 	 	 (b)
	  	 913

	 	 	 (c)
	  	 Not Applicable

	 §312
	 	 (a)
	  	 1001

	 	 	 (b)
	  	 1001

	 	 	 (c)
	  	 1001

	 §313
	 	 (a)
	  	 1002

	 	 	 (b)(1)
	  	 Not Applicable

	 	 	 (b)(2)
	  	 1002

	 	 	 (c)
	  	 1002

	 	 	 (d)
	  	 1002

	 §314
	 	 (a)
	  	 1002

	 	 	 (a)(4)
	  	 605

	 	 	 (b)
	  	 Not Applicable

	 	 	 (c)(1)
	  	 102

	 	 	 (c)(2)
	  	 102

	 	 	 (c)(3)
	  	 Not Applicable

	 	 	 (d)
	  	 Not Applicable

	 	 	 (e)
	  	 102

	 §315
	 	 (a)
	  	 901(a)

	 	 	 (b)
	  	 902

	 	 	 (c)
	  	 901(b)

	 	 	 (d)
	  	 901(c)

	 	 	 (d)(1)
	  	 901(a)(1), 901(c)(1)

	 	 	 (d)(2)
	  	 901(c)(2)

	 	 	 (d)(3)
	  	 901(c)(3)

	 	 	 (e)
	  	 814

	 §316
	 	 (a)
	  	 812

	 	 	 	  	 813

	 	 	 (a)(1)(A)
	  	 802

	 	 	 	  	 812

	 	 	 (a)(1)(B)
	  	 813

	 	 	 (a)(2)
	  	 Not Applicable

	 	 	 (b)
	  	 808


  

 -vii- 









					
	 Trust Indenture Act Section

	  	 Indenture Section


			
	 §317
	 	 (a)(1)
	  	 803

	 	 	 (a)(2)
	  	 804

	 	 	 (b)
	  	 603

	 §318
	 	 (a)
	  	 107


  

 -viii- 








 SUBORDINATED INDENTURE, dated as of
                     among PPL CAPITAL FUNDING, INC., a corporation duly organized and existing under the laws of the State of Delaware
(herein called the “Company”), having its principal office at Two North Ninth Street, Allentown, Pennsylvania 18101, PPL CORPORATION, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania
(herein called the “Guarantor”), having its principal office at Two North Ninth Street, Allentown, Pennsylvania 18101-1179, and JPMorgan Chase Bank, a New York banking corporation, having its principal corporate trust office at 4 New York
Plaza, New York, New York 10004, as Trustee (herein called the “Trustee”). 
  
 RECITAL OF THE COMPANY 
  
 The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured subordinated debentures, notes or other evidences of indebtedness (herein called the
“Securities”), to be issued in one or more series as contemplated herein, with Guarantees endorsed thereon in order to evidence loans made to the Company or the Guarantor or their affiliates of the proceeds from the issuance from time to
time by one or more Trusts (as defined below) of undivided beneficial ownership interests in the assets of such Trusts and all acts necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been performed.

  
 RECITAL OF THE GUARANTOR 
  
 The Guarantor has duly authorized the execution and delivery of this
Indenture to provide for the Guarantee of the Securities provided for herein; and all acts necessary to make this Indenture a valid agreement of the Guarantor, in accordance with its terms, have been performed. 
  









 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 (except as otherwise contemplated herein), as follows: 
  
 ARTICLE ONE 
  
 Definitions and other Provisions of General Application 
  
 SECTION 101. Definitions. 
  
 For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires: 
  
 (a)
the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; 
  
 (b) all terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein; 
  
 (c) all accounting
terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States of America, and, except as otherwise herein expressly provided, the term “generally accepted
accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States of America at the date of such computation; 
  
 (d) any reference to an “Article” or a
“Section” refers to an Article or a Section, as the case may be, of this Indenture; and 
  
 (e) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture
as a whole and not to any particular Article, Section or other subdivision. 
  
 Certain terms, used principally in Article Nine, are defined in that Article. 
  
 “Act”, when used with respect to any Holder of a Security, has the meaning specified in Section 104. 
  
 [“Additional Interest” has the meaning specified in Section
313.] 
  
 “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 generally 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 or Persons authorized by the Trustee to act on behalf of the Trustee to authenticate the Securities of one or more series. 
  

 -2- 








 “Authorized Officer” means the Chairman of the Board, the President, any Vice President,
the Treasurer, or any other Person duly authorized by the Company or the Guarantor, as the case requires, to act in respect of matters relating to this Indenture. 
  
 “Board of Directors” means either the board of directors of the Company or the Guarantor, as the case
requires, or any committee of that board duly authorized to act in respect of matters relating to this Indenture (including, in the case of the Guarantor, the finance committee of the board of directors of the Guarantor). 
  
 “Board Resolution” means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company or the Guarantor, as the case requires, to have been duly adopted by the Board of Directors of the Company or the Guarantor, as the case requires, and to be in full force and effect on the date
of such certification, and delivered to the Trustee. 
  
 “Business Day”, when used with respect to a Place of Payment or any other particular location specified in the Securities or this Indenture, means any day, other than a Saturday or Sunday, which is not a day on which
banking institutions or trust companies in such Place of Payment or other location are generally authorized or required by law, regulation or executive order to remain closed, except as may be otherwise specified as contemplated by Section 301.

  
 “Commission” means the Securities and
Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the date of execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body, if any, performing such duties at such time. 
  
 [“Common Securities” means any common trust interests issued by a Trust or similar securities issued by permitted successors to such Trust in accordance with the Trust Agreement pertaining to such
Trust.] 
  
 “Company” means the Person named as
the “Company” in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

  
 “Company Order” or “Company
Request” mean, respectively, a written order or request, as the case may be, signed in the name of the Company by an Authorized Officer and delivered to the Trustee. 
  
 “Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate
trust business shall be principally administered, which office at the date of execution of this Indenture is located at 4 New York Plaza, New York, New York 10004. 
  
 “corporation” means a corporation, association, company, joint stock company or business trust. 

 
 “Defaulted Interest” has the meaning specified in Section
307. 
  

 -3- 








 “[Discount Security” means any Security which provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 802.] 
  
 “Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United States of America as at
the time shall be legal tender for the payment of public and private debts. 
  
 “[Eligible Obligations” means: 
  
 (a) with respect to Securities denominated in Dollars, Government Obligations; or 
  
 (b) with respect to Securities denominated in a currency
other than Dollars or in a composite currency, such other obligations or instruments as shall be specified with respect to such Securities, as contemplated by Section 301.] 
  
 “Event of Default” has the meaning specified in Section 801. 
  
 “Exchange Act” means the Securities Exchange Act of 1934 and
the rules and regulations promulgated thereunder, as amended from time to time. 
  
 “Government Obligations” means securities which are (a) (i) direct obligations of the United States where the payment or payments thereunder are supported by the full faith and credit of the United
States or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation
by the United States or (b) depository receipts issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of or other amount
with respect to any such Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to
the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of or other amount with respect to the Government Obligation evidenced by
such depository receipt. 
  
 “Guarantee” means
any guarantee of the Guarantor endorsed on a Security authenticated and delivered pursuant to this Indenture and shall include the guarantee set forth in Section 1401. 
  
 “Guarantor” means the Person named as “Guarantor” in the first paragraph of this Indenture until
a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Guarantor” shall include such successor Person. 
  
 “Guarantor Order” or “Guarantor Request” mean, respectively, a written order or request,
as the case may be, signed in the name of the Guarantor by an Authorized Officer of the Guarantor and delivered to the Trustee. 
  

 -4- 








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

  
 “Indenture” means this instrument as
originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Indenture and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular
series of Securities established as contemplated by Section 301. 
  
 “[interest”, when used with respect to a Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.] 
  
 “Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of an
installment of interest on such Security. 
  
 “Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as provided in such Security or in this Indenture, whether at
the Stated Maturity, by declaration of acceleration, upon call for redemption or otherwise. 
  
 “Notice of Default” means a written notice of the kind specified in Section 801(c). 
  
 “Officer’s Certificate” means a certificate signed by an Authorized Officer of the Company or the Guarantor, as the case requires,
and delivered to the Trustee. 
  
 “Opinion of
Counsel” means a written opinion of counsel, who may be counsel for the Company or the Guarantor, and who shall be acceptable to the Trustee. 
  
 “Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except: 
  
 (a)
Securities theretofore canceled or delivered to the Trustee for cancellation; 
  
 (b) Securities deemed to have been paid for all purposes of this Indenture in accordance with Section 701 (whether or not the Company’s indebtedness in respect thereof shall be satisfied and discharged for any
other purpose); and 
  
 (c) Securities which have
been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it and the Company that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; 
  

 -5- 








 provided, however, that in determining whether or not the Holders of the requisite principal amount of the Securities
Outstanding under this Indenture, or the Outstanding Securities of any series or Tranche, have given any request, demand, authorization, direction, notice, consent or waiver hereunder or whether or not a quorum is present at a meeting of Holders of
Securities, 
  
 (x) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor (unless the Company, such Affiliate or such obligor owns all Securities Outstanding under this Indenture, or all Outstanding Securities of each
such series and each such Tranche, as the case may be, determined without regard to this clause (x)) shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver or upon any such determination as to the presence of a quorum, only Securities which the Trustee knows to be so owned shall be so disregarded; provided, however, that Securities so
owned which have been pledged in good faith may be regarded as Outstanding if it is established to the reasonable satisfaction of the Trustee that the pledgee, and not the Company, or any such other obligor or Affiliate of either thereof, has the
right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor; 
  
 [(y) the principal amount of a Discount Security that shall be deemed to be Outstanding for such purposes
shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 802; and] 
  
 [(z) the principal amount of any Security which is
denominated in a currency other than Dollars or in a composite currency that shall be deemed to be Outstanding for such purposes shall be the amount of Dollars which could have been purchased by the principal amount (or, in the case of a Discount
Security, the Dollar equivalent on the date determined as set forth below of the amount determined as provided in (y) above) of such currency or composite currency evidenced by such Security, in each such case certified to the Trustee in an
Officer’s Certificate, based (i) on the average of the mean of the buying and selling spot rates quoted by three banks which are members of the New York Clearing House Association selected by the Company in effect at 11:00 A.M. (New York time)
in The City of New York on the fifth Business Day preceding any such determination or (ii) if on such fifth Business Day it shall not be possible or practicable to obtain such quotations from such three banks, on such other quotations or alternative
methods of determination which shall be as consistent as practicable with the method set forth in (i) above;] 
  
 provided, further, that in the case of any Security the principal of which is payable from time to time without presentment or surrender, the principal amount of such Security that shall be deemed to be Outstanding at
any time for all purposes of this Indenture shall be the original principal amount thereof less the aggregate amount of principal thereof theretofore paid. 
  

 -6- 








 “Paying Agent” means any Person, including the Company or the Guarantor, authorized by
the Company to pay the principal of, and premium, if any, or interest, if any, on any Securities on behalf of the Company or the Guarantor. 
  
 “Periodic Offering” means an offering of Securities of a series from time to time any or all of the specific terms of which Securities,
including without limitation the rate or rates of interest, if any, thereon, the Stated Maturity or Maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Company or its agents from time to time
subsequent to the initial request for the authentication and delivery of such Securities by the Trustee, as contemplated in Section 301 and clause (b) of Section 303. 
  
 “Person” means any individual, corporation, partnership, limited liability company, joint venture, trust or
unincorporated organization or any government or any political subdivision, instrumentality or agency thereof. 
  
 “Place of Payment”, when used with respect to the Securities of any series, or Tranche thereof, means the place or places, specified as
contemplated by Section 301, at which, subject to Section 602, principal of and premium, if any, and interest, if any, on the Securities of such series or Tranche are payable. 
  
 “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion
of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall
be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
  
 [“Preferred Securities” means any preferred trust interests issued by a Trust or similar securities issued by permitted successors to such Trust in accordance with the Trust Agreement pertaining to
such Trust.] 
  
 “Redemption Date”, when used
with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. 
  
 “Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture. 
  
 “Regular Record Date” for the
interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301. 
  
 “[Required Currency” has the meaning specified in Section 311.] 
  
 “Responsible Officer”, when used with respect to the Trustee, means the chairman or any vice-chairman of
the board of directors, the chairman or any vice-chairman of the executive committee of the board of directors, the chairman of the trust committee, the president, any vice president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, the cashier, any assistant cashier, any senior trust officer, any trust officer or assistant trust officer, the controller or any assistant controller or any other officer of the Trustee 

  

 -7- 








 
customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate
trust matter, any other officer of the Trustee to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 
  
 “Securities” has the meaning stated in the first recital of this Indenture and more particularly means any securities authenticated and
delivered under this Indenture. 
  
 “Securities
Act” means the Securities Act of 1933, and the rules and regulations promulgated thereunder, as amended from time to time. 
  
 “Security Register” and “Security Registrar” have the respective meanings specified in Section 305. 
  
 “Senior Indebtedness”, when used with respect to the Company
or the Guarantor, means all obligations (other than non-recourse obligations and the indebtedness issued under this Indenture) of, or guaranteed or assumed by, the Company or the Guarantor, as the case may be, for borrowed money, including both
senior and subordinated indebtedness for borrowed money (other than the Securities), or for the payment of money relating to any lease which is capitalized on the consolidated balance sheet of the Company or the Guarantor, as the case may be, and
its subsidiaries in accordance with generally accepted accounting principles as in effect from time to time, or evidenced by bonds, debentures, notes or other similar instruments, and in each case, amendments, renewals, extensions, modifications and
refundings of any such indebtedness or obligations, whether existing as of the date of this Indenture or subsequently incurred by the Company or the Guarantor, as the case may be, unless, in the case of any particular indebtedness, renewal,
extension or refunding, the instrument creating or evidencing the same or the assumption or guarantee of the same expressly provides that such indebtedness, renewal, extension or refunding is not superior in right of payment to or is pari
passu with the Securities or the Guarantees, as the case may be; provided that the Guarantor’s obligations under the Trust Securities Guarantee shall not be deemed to be Senior Indebtedness of the Guarantor. [Notwithstanding anything else
to the contrary, the Company’s obligations under this Indenture shall be equal in right and payment and pari passu with the Company’s obligations under the Subordinated Indenture, dated May 9, 2001, with JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as trustee. 
  
 “Special Record Date” for the payment of any Defaulted Interest on the Securities of any series means a date fixed by the Trustee pursuant to Section 307. 
  
 “Stated Interest Rate” means a rate (whether fixed or variable) at which an obligation by its terms is
stated to bear simple interest. Any calculation or other determination to be made under this Indenture by reference to the Stated Interest Rate on a Security shall be made without regard to the effective interest cost to the Company of such Security
and without regard to the Stated Interest Rate on, or the effective cost to the Company of, any other indebtedness the Company’s obligations in respect of which are evidenced or secured in whole or in part by such Security. 
  

 -8- 








 “Stated Maturity”, when used with respect to any Security or any obligation or any
installment of principal thereof or interest thereon, means the date on which the principal of such obligation or such installment of principal or interest is stated to be due and payable (without regard to any provisions for redemption, prepayment,
acceleration, purchase or extension). 
  
 “Tranche” means a group of Securities which (a) are of the same series and (b) have identical terms except as to principal amount and/or date of issuance. 
  
 [“Trust” means PPL Capital Funding Trust II, a statutory business trust formed under the laws of the State
of Delaware, or any other trust designated pursuant to Section 301 hereof or any permitted successor under the Trust Agreement pertaining to such Trust.] 
  
 [“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of
                    ,
                    , relating to PPL Capital Funding Trust II, or an Amended and Restated Trust Agreement relating to a Trust designated
pursuant to Section 301 hereof, in each case, among PPL Corporation, as Depositor and Trust Securities Guarantor, the trustees named therein and the several holders referred to therein, as such agreement or agreements, as the case may be, may be
amended from time to time.] 
  
 “Trustee” means
the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such with respect to one or more series of Securities pursuant to the applicable provisions of this Indenture, and
thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee
with respect to Securities of that series. 
  
 “Trust
Indenture Act” means, as of any time, the Trust Indenture Act of 1939 as in force at such time. 
  
 [“Trust Securities Guarantee” means the Trust Securities Guarantee Agreement between the Guarantor, as Trust Securities Guarantor, and a
guarantee trustee for the benefit of the holders of Preferred Securities [and Common Securities] issued by such Trust.] 
  
 “United States” means the United States of America, its territories, its possessions and other areas subject to its jurisdiction.

  
 [Additional Definitions to be included if Securities are
issued in connection with Stock Purchase Units]. 
  
 SECTION 102. Compliance
Certificates and Opinions. 
  
 Except as otherwise expressly
provided in this Indenture, upon any application or request by the Company or the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and the Guarantor shall each furnish to the Trustee an Officer’s
Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, except 

  

 -9- 








 
that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or opinion need be furnished. 
  
 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: 
  
 (a) a statement that each individual signing such
certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 
  
 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; 
  
 (c) a
statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

  
 (d) a statement as to whether, in the opinion
of each such individual, such condition or covenant has been complied with. 
  
 SECTION 103. Form of Documents Delivered to Trustee. 
  
 (a) Any Officer’s Certificate may be based (without further examination or investigation), insofar as it relates to or is dependent upon legal matters, upon an opinion of, or representations by, counsel, unless, in any case, such
officer has actual knowledge that the certificate or opinion or representations with respect to the matters upon which such Officer’s Certificate may be based as aforesaid are erroneous. 
  
 Any Opinion of Counsel may be based (without further examination or
investigation), insofar as it relates to or is dependent upon factual matters, information with respect to which is in the possession of the Company or the Guarantor, upon a certificate of, or representations by, an officer or officers of the
Company or the Guarantor, as the case may be, unless such counsel has actual knowledge that the certificate or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneous. In addition, any
Opinion of Counsel may be based (without further examination or investigation), insofar as it relates to or is dependent upon matters covered in an Opinion of Counsel rendered by other counsel, upon such other Opinion of Counsel, unless such counsel
has actual knowledge that the Opinion of Counsel rendered by such other counsel with respect to the matters upon which his Opinion of Counsel may be based as aforesaid are erroneous. If, in order to render any Opinion of Counsel provided for herein,
the signer thereof shall deem it necessary that additional facts or matters be stated in any Officer’s Certificate provided for herein, then such certificate may state all such additional facts or matters as the signer of such Opinion of
Counsel may request. 
  
 (b) 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 

  

 -10- 








 
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. Where (i) any Person is required to
make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, or (ii) two or more Persons are each required to make, give or execute any such application, request,
consent, certificate, statement, opinion or other instrument, any such applications, requests, consents, certificates, statements, opinions or other instruments may, but need not, be consolidated and form one instrument. 
  
 (c) Whenever, subsequent to the receipt by the Trustee of any Board
Resolution, Officer’s Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical or other inadvertent or unintentional error or omission shall be discovered therein, a new document or instrument may be
substituted therefor in corrected form with the same force and effect as if originally filed in the corrected form and, irrespective of the date or dates of the actual execution and/or delivery thereof, such substitute document or instrument shall
be deemed to have been executed and/or delivered as of the date or dates required with respect to the document or instrument for which it is substituted. Anything in this Indenture to the contrary notwithstanding, if any such corrective document or
instrument indicates that action has been taken by or at the request of the Company which could not have been taken had the original document or instrument not contained such error or omission, the action so taken shall not be invalidated or
otherwise rendered ineffective but shall be and remain in full force and effect, except to the extent that such action was a result of willful misconduct or bad faith. Without limiting the generality of the foregoing, any Securities issued under the
authority of such defective document or instrument shall nevertheless be the valid obligations of the Company entitled to the benefits of this Indenture equally and ratably with all other Outstanding Securities, except as aforesaid. 
  
 SECTION 104. Acts of Holders. 
  
 (a) Any request, demand, authorization, direction, notice, consent,
election, waiver or other action provided by this Indenture to be made, given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing or, alternatively, may be embodied in and evidenced by the record of Holders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders duly called and held in accordance with
the provisions of Article Thirteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to
the Trustee and, where it is hereby expressly required, to the Company and the Guarantor. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Holders signing such instrument or instruments and so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and (subject to Section 901) conclusive in favor of the Trustee, the Company 

  

 -11- 








 
and the Guarantor, if made in the manner provided in this Section. The record of any meeting of Holders shall be proved in the manner provided in Section
1306. 
  
 (b) The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof or may be proved in any other manner which the Trustee and the Company deem sufficient. Where such execution is by a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his authority. 
  
 (c) The ownership, principal amount (except as otherwise contemplated in clause (y) of the first proviso to the definition of Outstanding) and serial numbers of Securities held by any Person, and the date of holding
the same, shall be proved by the Security Register. 
  
 (d) Any
request, demand, authorization, direction, notice, consent, election, waiver or other Act of a Holder shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Company or the Guarantor in reliance thereon, whether or not notation of such action is made upon such Security. 
  
 (e) Until such time as written instruments shall have been delivered to the
Trustee with respect to the requisite percentage of principal amount of Securities for the action contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Holder may be revoked with respect to any or all of
such Securities by written notice by such Holder or any subsequent Holder, proven in the manner in which such instrument was proven. 
  
 (f) Securities of any series, or any Tranche thereof, authenticated and delivered after any Act of Holders may, and shall if required by the Trustee, bear
a notation in form approved by the Trustee as to any action taken by such Act of Holders. If the Company shall so determine, new Securities of any series, or any Tranche thereof, so modified as to conform, in the opinion of the Trustee and the
Company, to such action may be prepared and executed by the Company and the Guarantor and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series or Tranche. 
  
 (g) Each of the Company and the Guarantor may, at its option, by Company
Order or Guarantor Order, as appropriate, fix in advance a record date for the determination of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or other Act solicited by the Company, but neither the
Company nor the Guarantor shall have any obligation to do so; provided, however, that neither the Company nor the Guarantor may fix a record date for the giving or making of any notice, declaration, request or direction referred to in the next
sentence. In addition, the Trustee may, at its option, fix in advance a record date for the determination of Holders entitled to join in the giving or making of any Notice of Default, any declaration of acceleration referred to in Section 802, any
request to institute proceedings referred to in Section 807 or any direction referred to in Section 812. If any such record date is 

  

 -12- 








 
fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act, or such notice, declaration, request or direction, may be given
before or after such record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining (i) whether Holders of the requisite proportion of the Outstanding Securities
have authorized or agreed or consented to such Act (and for that purpose the Outstanding Securities shall be computed as of the record date) and/or (ii) which Holders may revoke any such Act (notwithstanding subsection (e) of this Section ); and any
such Act, given as aforesaid, shall be effective whether or not the Holders which authorized or agreed or consented to such Act remain Holders after such record date and whether or not the Securities held by such Holders remain Outstanding after
such record date. 
  
 SECTION 105. Notices, Etc. to Trustee, Company or
Guarantor. 
  
 Any request, demand, authorization, direction,
notice, consent, election, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, the Trustee by any Holder or by the Company or the Guarantor, or the Company or the
Guarantor by the Trustee or by any Holder, shall be sufficient for every purpose hereunder (unless otherwise expressly provided herein) if in writing and delivered personally to an officer or other responsible employee of the addressee, or
transmitted by facsimile transmission, telex or other direct written electronic means to such telephone number or other electronic communications address set forth for such party below or such other address as the parties hereto shall from time to
time designate, or transmitted by registered mail, charges prepaid, to the applicable address set forth for such party below or to such other address as any party hereto may from time to time designate: 
  
 If to the Trustee, to: 
  
 JPMorgan Chase Bank 
 4 New York Plaza 
 New York, New York 10004

  
 Attention: Institutional Trust Services 
 Telephone: 
 Telecopy: 
  
 If to the Company, to: 
  
 PPL Capital Funding, Inc. 
 Two North Ninth Street 
 Allentown,
Pennsylvania 18101-1179 
 Attention: Treasurer 
  
 Telephone: (610) 774-                    

 Telecopy: (610)
774-                     
  

 -13- 








 With a copy to: 
  

PPL Corporation 
 Two North Ninth Street

 Allentown, Pennsylvania 18109-1179 
 Attention: Treasurer 
  
 Telephone: (610)
774-                     
 Telecopy: (610) 774-                     
  
 If to the Guarantor, to: 
  
 PPL Corporation 
 Two North Ninth Street

 Allentown, Pennsylvania 18109-1179 
 Attention: Treasurer 
  
 Telephone: (610)
774-                     
 Telecopy: (610) 774-                     
  
 Any communication contemplated herein shall be deemed to have been made, given, furnished and filed if personally delivered, on the date of delivery, if
transmitted by facsimile transmission, telex or other direct written electronic means, on the date of transmission, and if transmitted by registered mail, on the date of receipt. 
  
 SECTION 106. Notice to Holders of Securities; Waiver. 
  
 Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of any event, such notice
shall be sufficiently given, and shall be deemed given, to Holders if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at the address of such Holder as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving of such Notice. 
  
 In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders by mail, then such notification as shall be made with the approval
of the Trustee shall constitute a sufficient notification for every purpose hereunder. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder
shall affect the sufficiency of such notice with respect to other Holders. 
  
 Any notice required by this Indenture may be waived in writing by the Person entitled to receive such notice, either before or after the event otherwise to be specified therein, and such waiver shall be the equivalent
of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 
  

 -14- 








 SECTION 107. Conflict with Trust Indenture Act. 
  
 If any provision of this Indenture limits, qualifies or conflicts with another provision hereof which is required or deemed
to be included in this Indenture by, or is otherwise governed by, any provision of the Trust Indenture Act, such other provision shall control; and if any provision hereof otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act
shall control. 
  
 SECTION 108. Effect of Headings and Table of Contents.

  
 The Article and Section headings in this Indenture and
the Table of Contents are for convenience only and shall not affect the construction hereof. 
  
 SECTION 109. Successors and Assigns. 
  
 All covenants and agreements in this Indenture by the Company or the Guarantor shall bind its successors and assigns, whether so expressed or not. 
  
 SECTION 110. Separability Clause. 
  
 In case any provision in this Indenture or the Securities or the Guarantees shall be held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  
 SECTION 111. Benefits of Indenture. 
  
 Nothing in this Indenture, the Securities or the Guarantees, express or implied, shall give to any Person, other than the parties hereto, their successors hereunder, the Holders and the holders of Senior Indebtedness,
any benefit or any legal or equitable right, remedy or claim under this Indenture [, provided, however, that for so long as any Preferred Securities remain outstanding, the holders of such Preferred Securities, subject to certain limitations set
forth in this Indenture, may enforce the Company’s and the Guarantor’s obligations hereunder, directly against the Company or the Guarantor, as the case may be, as third party beneficiaries of this Indenture without proceeding against the
Trust issuing such Preferred Securities]. 
  
 SECTION 112. Governing Law.

  
 This Indenture, the Securities and the Guarantees shall
be governed by and construed in accordance with the law of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor to such statute), except to the extent that the Trust Indenture
Act shall be applicable. 
  
 SECTION 113. Legal Holidays. 
  
 In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities other than a provision in Securities of any series, or any Tranche thereof, or in the
indenture supplemental hereto, 

  

 -15- 








 
Board Resolution or Officer’s Certificate which establishes the terms of the Securities of such series or Tranche, which specifically states that such
provision shall apply in lieu of this Section) payment of interest or principal and premium, if any, need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment [, except that
if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case] with the same force and effect as if made on the Interest Payment Date, Redemption Date, or Stated
Maturity, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, to
such Business Day. 
  
 ARTICLE TWO 
  
 Security Forms 
  
 SECTION 201. Forms Generally. 
  
 The definitive Securities of each series and the Guarantees to be endorsed
thereon as contemplated by Article Fourteen shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer’s
Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities
or Guarantees endorsed thereon, as the case may be, as evidenced by their execution thereof. If the form or forms of Securities of any series or Guarantees endorsed thereon are established in a Board Resolution or in an Officer’s Certificate
pursuant to a Board Resolution, such Board Resolution and Officer’s Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such
Securities. 
  
 Unless otherwise specified as contemplated by
Section 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guarantees endorsed thereon shall be produced in such manner as shall be determined by the officers executing
such Securities or Guarantees, as evidenced by their execution thereof. 
  
 SECTION 202. Form of Trustee’s Certificate of Authentication. 
  
 The Trustee’s certificate of authentication shall be in substantially the form set forth below: 
  
 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 
  
                                       
          , 
  

 -16- 









			
	as Trustee
		
	By:	 	 
	 	 	Authorized Officer


  
 ARTICLE THREE

  
 The Securities 
  
 SECTION 301. Amount Unlimited; Issuable in Series. 
  
 The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited [; provided, however, that all Securities shall be issued to a Trust to evidence loans by a Trust of the proceeds of the issuance of Preferred Securities and Common Securities of such Trust.] 

 
 The Securities may be issued in one or more series. Subject to the last
paragraph of this Section, prior to the authentication and delivery of Securities of any series there shall be established by specification in a supplemental indenture or in a Board Resolution of the Company or in an Officer’s Certificate of
the Company (which need not, comply with Section 102) pursuant to a supplemental indenture or a Board Resolution: 
  
 (a) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of all other
series); 
  
 (b) any limit upon the aggregate
principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of such series pursuant to Section 304, 305, 306, 406 or 1206 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); 
  
 (c) the Person or Persons (without specific identification)
to whom any interest on Securities of such series, or any Tranche thereof, 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; 
  
 (d) the date or dates
on which the principal of the Securities of such series or any Tranche thereof, is payable or any formulary or other method or other means by which such date or dates shall be determined, by reference to an index or other fact or event ascertainable
outside of this Indenture or otherwise (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension); 
  

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 (e) the rate or rates at which the Securities of such series, or any Tranche thereof,
shall bear interest, if any (including the rate or rates at which overdue principal shall bear interest after Maturity if different from the rate or rates at which such Securities shall bear interest prior to Maturity, and, if applicable, the rate
or rates at which overdue premium or interest shall bear interest, if any), or any formulary or other method or other means by which such rate or rates shall be determined by reference to an index or other fact or event ascertainable outside of this
Indenture or otherwise, the date or dates from which such interest shall accrue; the Interest Payment Dates and the Regular Record Dates, if any, for the interest payable on such Securities on any Interest Payment Date; [the right of the Company, if
any, to extend the interest payment periods and the duration of any such extension as contemplated by Section 312;] and the basis of computation of interest, if other than as provided in Section 310; 
  
 (f) the place or places at which or methods (if other than
as provided elsewhere in this Indenture) by which (i) the principal of and premium, if any, and interest, if any, on Securities of such series, or any Tranche thereof, shall be payable, (ii) registration of transfer of Securities of such series, or
any Tranche thereof, may be effected, (iii) exchanges of Securities of such series, or any Tranche thereof, may be effected and (iv) notices and demands to or upon the Company in respect of the Securities of such series, or any Tranche thereof, and
this Indenture may be served; the Security Registrar and any Paying Agent or Agents for such series or Tranche; and if such is the case, that the principal of such Securities shall be payable without presentment or surrender thereof; 
  
 (g) the period or periods within which, or the date or dates
on which, the price or prices at which and the terms and conditions upon which the Securities of such series, or any Tranche thereof, may be redeemed, in whole or in part, at the option of the Company and any restrictions on such redemptions;

  
 (h) the obligation, if any, of the Company to
redeem or purchase or repay the Securities of such series, or any Tranche thereof, pursuant to any sinking fund or other mandatory redemption provisions or at the option of a Holder thereof and the period or periods within which or the date or dates
on which, the price or prices at which and the terms and conditions upon which such Securities shall be redeemed or purchased or repaid, in whole or in part, pursuant to such obligation and applicable exceptions to the requirements of Section 404 in
the case of mandatory redemption or redemption or repayment at the option of the Holder; 
  
 (i) the denominations in which Securities of such series, or any Tranche thereof, shall be issuable if other than denominations of $[25]
and any integral multiple thereof; 
  
 (j) if the
principal of or premium, if any, or interest, if any, on the Securities of such series, or any Tranche thereof, are to be payable, at the election of the Company or a Holder thereof, in a coin or currency other than that in which 

  

 -18- 








 
the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made and the
manner in which the amount of such coin or currency payable is to be determined; 
  
 (k) the currency or currencies, including composite currencies, in which payment of the principal of and premium, if any, and interest, if
any, on the Securities of such series, or any Tranche thereof, shall be payable (if other than Dollars) and the manner in which the equivalent of the principal amount thereof in Dollars is to be determined for any purpose, including for the purpose
of determining the principal amount deemed to be Outstanding at any time; 
  
 (l) if the principal of or premium, if any, or interest on the Securities of such series, or any Tranche thereof, are to be payable, or are to be payable at the election of the Company or a Holder thereof, in
securities or other property, the type and amount of such securities or other property, or the formulary or other method or other means by which such amount shall be determined, and the period or periods within which, and the terms and conditions
upon which, any such election may be made; 
  
 (m) if the amount payable in respect of principal of or premium, if any, or interest, if any, on the Securities of such series, or any Tranche thereof, may be determined with reference to an index or other fact or event ascertainable
outside this Indenture, the manner in which such amounts shall be determined to the extent not established pursuant to clause (e) of this paragraph; 
  
 (n) if other than the entire principal amount thereof, the portion of the principal amount of Securities of such series, or any Tranche
thereof, which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 802; 
  
 (o) any Events of Default, in addition to those specified in Section 801, or any exceptions to those specified in Section 801, with
respect to the Securities of such series, and any covenants of the Company or the Guarantor for the benefit of the Holders of the Securities of such series, or any Tranche thereof, in addition to those set forth in Article Six, or any exceptions to
those set forth in Article Six; 
  
 (p) the
terms, if any, pursuant to which the Securities of such series, or any Tranche thereof, may be converted into or exchanged for shares of capital stock or other securities of the Company or any other Person; 
  
 (q) the obligations or instruments, if any, which shall be
considered to be Eligible Obligations in respect of the Securities of such series, or any Tranche thereof, denominated in a currency other than Dollars or in a composite currency, and any provisions for satisfaction and discharge of Securities of
any series, in addition to those set forth in Section 701 and 702, or any exceptions to those set forth in Section 701 and 702; 
  

 -19- 








 (r) if the Securities of such series, or any Tranche thereof, are to be issued in global
form, (i) any limitations on the rights of the Holder or Holders of such Securities to transfer or exchange the same or to obtain the registration of transfer thereof, (ii) any limitations on the rights of the Holder or Holders thereof to obtain
certificates therefor in definitive form in lieu of global form and (iii) any other matters incidental to such Securities; 
  
 (s) if the Securities of such series, or any Tranche thereof, are to be issuable as bearer securities, any and all matters incidental
thereto which are not specifically addressed in a supplemental indenture as contemplated by clause (g) of Section 1201; 
  
 (t) to the extent not established pursuant to clause (r) of this paragraph, any limitations on the rights of the Holders of the Securities
of such Series, or any Tranche thereof, to transfer or exchange such Securities or to obtain the registration of transfer thereof; and if a service charge will be made for the registration of transfer or exchange of Securities of such series, or any
Tranche thereof, the amount or terms thereof; 
  
 (u) any exceptions to Section 113, or variation in the definition of Business Day, with respect to the Securities of such series, or any Tranche thereof; 
  
 (v) any terms of the Guarantees with respect to the Securities of such series, or any Tranche thereof, in
addition to those set forth in Section 1401, or any exceptions to those set forth in Section 1401; and 
  
 [(w) the designation of the Trust to which Securities of such series are to be issued;] 
  
 (x) any other terms of the Securities of such series, or any
Tranche thereof. 
  
 With respect to Securities of a series
subject to a Periodic Offering, the indenture supplemental hereto or the Board Resolution which establishes such series, or the Officer’s Certificate pursuant to such supplemental indenture or Board Resolution, as the case may be, may provide
general terms or parameters for Securities of such series and provide either that the specific terms of Securities of such series, or any Tranche thereof, shall be specified in a Company Order or that such terms shall be determined by the Company or
its agents in accordance with procedures specified in a Company Order as contemplated in clause (b) of Section 303. 
  
 [All Securities of any one series shall be substantially identical, except as to principal amount and date of issue and except as may be set forth in the
terms of such series as contemplated above.] The Securities of each series shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Fifteen. The Guarantees relating to such Securities shall be
subordinated in right of payment to Senior Indebtedness of the Guarantor as provided in Article Fourteen. 
  

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 Unless otherwise provided with respect to a series of Securities as contemplated in Section 301(b), the
aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased. 
  
 SECTION 302. Denominations. 
  
 Unless otherwise provided as contemplated by Section 301 with respect to any
series of Securities, or any Tranche thereof, the Securities of each series shall be issuable in denominations of $[25] and any integral multiple thereof. 
  
 SECTION 303. Execution, Authentication, Delivery and Dating. 
  
 Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities or any Tranche thereof, the Securities shall be executed
on behalf of the Company by an Authorized Officer of the Company, and may have the corporate seal of the Company affixed thereto or reproduced thereon attested by its Secretary, one of its Assistant Secretaries or any other Authorized Officer. The
signature of any or all of these officers on the Securities may be manual or facsimile. 
  
 A Security bearing the manual or facsimile signature of an individual who was at the time of execution an Authorized Officer of the Company shall bind the Company, notwithstanding that any such individual has ceased
to be an Authorized Officer prior to the authentication and delivery of the Security or did not hold such office at the date of such Security. 
  
 Unless otherwise provided as contemplated by Section 301, with respect to any series of Securities or any Tranche thereof, Guarantees to be endorsed on
any Securities shall be executed and delivered in accordance with the provisions of Section 1402. 
  
 The Trustee shall authenticate and deliver Securities of a series, with the Guarantees endorsed thereon, for original issue, at one time or from time to
time in accordance with the Company Order referred to below, upon receipt by the Trustee of: 
  
 (a) the instrument or instruments establishing the form or forms and terms of the Securities of such series and the Guarantees to be
endorsed thereon, as provided in Sections 201 and 301; 
  
 (b) a Company Order requesting the authentication and delivery of such Securities, with the Guarantees endorsed thereon, and, to the extent that the terms of such Securities and Guarantees shall not have been established in an indenture
supplemental hereto or in a Board Resolution, or in an Officer’s Certificate pursuant to a supplemental indenture or Board Resolution, all as contemplated by Sections 201 and 301, either (i) establishing such terms or (ii) in the case of
Securities of a series subject to a Periodic Offering, specifying procedures, acceptable to the Trustee, by which such terms are to be established (which procedures may provide, to the extent acceptable to the Trustee, for authentication and
delivery pursuant to oral or electronic instructions from the 

  

 -21- 








 
Company or any agent or agents thereof, which oral instructions are to be promptly confirmed electronically or in writing), in either case in accordance with
the instrument or instruments delivered pursuant to clause (a) above; 
  
 (c) A Guarantor Order approving the terms and delivery of the Guarantees to be endorsed on such Securities as contemplated by the Company Order delivered pursuant to clause (b) above; 
  
 (d) Securities of such series, each executed on behalf of
the Company by an Authorized Officer of the Company and having a Guarantee endorsed thereon executed on behalf of the Guarantor by an Authorized Officer of the Guarantor; 
  
 (e) an Opinion of Counsel to the effect that: 
  
 (i) (A) the forms of such Securities have been duly authorized by the Company, (B) the forms of such
Guarantees have been duly authorized by the Guarantor, and (C) the forms of the Securities and the Guarantees have been established in conformity with the provisions of this Indenture; 
  
 (ii) (A) the terms of such Securities have been duly authorized by the Company, (B) the terms of such
Guarantees have been duly authorized by the Guarantor and (C) the terms of the Securities and the Guarantees have been established in conformity with the provisions of this Indenture; and 
  
 (iii) such Securities and the Guarantees endorsed thereon,
when authenticated and delivered by the Trustee and issued and delivered by the Company and the Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will have been duly issued under this Indenture and will
constitute valid and legally binding obligations of the Company and the Guarantor, respectively, entitled to the benefits provided by this Indenture, and enforceable in accordance with their terms, subject, as to enforcement, to laws relating to or
affecting generally the enforcement of creditors’ rights, including, without limitation, bankruptcy and insolvency laws and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity as at
law); 
  
 provided, however, that, with respect to Securities of a series subject
to a Periodic Offering, the Trustee shall be entitled to receive such Opinion of Counsel only once at or prior to the time of the first authentication and delivery of Securities of such series, and the Guarantees endorsed thereon, and that in lieu
of the opinions described in clauses (ii) and (iii) above such Opinion of Counsel may, alternatively, state, respectively, 
  
 (x) that, when the terms of such Securities and the Guarantees to be endorsed thereon shall have been established pursuant to a Company
Order or Orders and, if applicable, a Guarantor Order or Orders or pursuant to such procedures as may be specified from time to time by a Company Order or Orders, and, if applicable, a Guarantor Order or Orders all as contemplated by and in 

  

 -22- 








 
accordance with the instrument or instruments delivered pursuant to clause (a) above, such terms will have been duly authorized by the Company and the
Guarantor, respectively, and will have been established in conformity with the provisions of this Indenture; and 
  
 (y) that such Securities, and the Guarantees endorsed thereon, when (1) executed by the Company or the Guarantor, as the case may be, (2)
authenticated and delivered by the Trustee in accordance with this Indenture, (3) issued and delivered by the Company and the Guarantor and (4) paid for, all as contemplated by and in accordance with the aforesaid Company Order or Orders and, if
applicable, a Guarantor Order or Orders or specified procedures, as the case may be, will have been duly issued under this Indenture and will constitute valid and legally binding obligations of the Company and the Guarantor, respectively, entitled
to the benefits provided by the Indenture, and enforceable in accordance with their terms, subject, as to enforcement, to laws relating to or affecting generally the enforcement of creditors’ rights, including, without limitation, bankruptcy
and insolvency laws and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 
  
 With respect to Securities of a series subject to a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Company and the
Guarantor of any of such Securities and Guarantees, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and other documents delivered pursuant to Sections 201 and 301 and
this Section, as applicable, at or prior to the time of the first authentication of Securities of such series, with the Guarantees endorsed thereon, unless and until such opinion or other documents have been superseded or revoked or expire by their
terms. In connection with the authentication and delivery of Securities of a series, with Guarantees endorsed thereon, pursuant to a Periodic Offering, the Trustee shall be entitled to assume that the Company’s instructions to authenticate and
deliver such Securities, and the Guarantor’s approval of the delivery of the Guarantees thereon, do not violate any applicable law or any applicable rule, regulation or order of any governmental agency or commission having jurisdiction over the
Company or the Guarantor. 
  
 If the forms or terms of the
Securities of any series have been established by or pursuant to a Board Resolution or an Officer’s Certificate as permitted by Sections 201 or 301, the Trustee shall not be required to authenticate such Securities if the issuance of such
Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 
  
 Except as otherwise specified as contemplated by Section 301 with respect to
any series of securities, or any Tranche thereof, each Security, and any Guarantee endorsed thereon, shall each be dated the date of its authentication. 
  
 Except as otherwise specified as contemplated by Section 301 with respect to any series of Securities, or any Tranche thereof, no Security or Guarantee
endorsed thereon shall be 

  

 -23- 








 
entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee or its agent by manual signature of an authorized officer thereof, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security
or Guarantee endorsed thereon has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder to the Company,
or any Person acting on its behalf, but shall never have been issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309 together with a written statement (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security (including any Guarantee endorsed thereon) shall
be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits hereof. 
  
 SECTION 304. Temporary Securities. 
  
 Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order and a Guarantor
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, having Guarantees endorsed thereon, with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities or Guarantees may determine, as evidenced by their execution of
such Securities or Guarantees; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. 
  
 If temporary Securities of any series or Tranche are issued, the Company shall cause definitive Securities of such series or
Tranche to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Tranche, the temporary Securities of such series or Tranche shall be exchangeable for definitive Securities of such series or
Tranche, with the definitive Guarantees of the Guarantor endorsed thereon, upon surrender of the temporary Securities of such series or Tranche at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such
series or Tranche, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series or Tranche, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor
definitive Securities of the same series or Tranche, of authorized denominations and of like tenor and aggregate principal amount, with the definitive Guarantees of the Guarantor endorsed thereon. 
  
 Until exchanged in full as hereinabove provided, temporary Securities shall
in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder. 
  

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 SECTION 305. Registration, Registration of Transfer and Exchange. 
  
 The Company shall cause to be kept in one of the offices or agencies
designated pursuant to Section 602, with respect to the Securities of each series or any Tranche thereof, a register (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities of such series or Tranche and the registration of transfer thereof. The Company shall designate one Person to maintain the Security Register for the Securities of each series, and such Person is referred to herein,
with respect to such series, as the “Security Registrar.” Anything herein to the contrary notwithstanding, the Company may designate one or more of its offices or an office of any Affiliate (including the Guarantor) as an office in which a
register with respect to the Securities of one or more series, or any Tranche or Tranches thereof, shall be maintained, and the Company may designate itself or any Affiliate (including the Guarantor) as the Security Registrar with respect to one or
more of such series. The Security Register shall be open for inspection by the Trustee and the Company at all reasonable times. 
  
 Except as otherwise specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, upon surrender for
registration of transfer of any Security of such series or Tranche at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such series or Tranche, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series and Tranche, of authorized denominations and of like tenor and aggregate principal amount, with the Guarantees of the
Guarantor endorsed thereon. 
  
 Except as otherwise specified as
contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, any Security of such series or Tranche may be exchanged at the option of the Holder for one or more new Securities of the same series and Tranche, of
authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at any such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities, with the Guarantees of the Guarantor endorsed thereon, which the Holder making the exchange is entitled to receive. 
  
 All Securities and Guarantees delivered upon any registration of transfer or exchange of Securities and the Guarantees
endorsed thereon shall be valid obligations of the Company and the Guarantor, respectively, evidencing the same obligation, and entitled to the same benefits under this Indenture, as the Securities and Guarantees surrendered upon such registration
of transfer or exchange. 
  
 Every Security presented or
surrendered for registration of transfer or for exchange shall (if so required by the Company, the Guarantor, or the Trustee) be duly endorsed or shall be accompanied by a written instrument of transfer in form satisfactory to the Company, the
Guarantor and the Trustee, duly executed by the Holder thereof or his attorney duly authorized in writing. 
  

 -25- 








 Unless otherwise specified as contemplated by Section 301, with respect to Securities of any series, or
any Tranche thereof, no service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 406 or 1206 not involving any transfer. 
  
 The Company shall not be required to execute or to provide for the registration of transfer of or the exchange of (a) Securities of any series, or any
Tranche thereof, during a period of 15 days immediately preceding the date notice is to be given identifying the serial numbers of the Securities of such series or Tranche called for redemption or (b) any Security so selected for redemption in whole
or in part, except the unredeemed portion of any Security being redeemed in part. 
  
 SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. 
  
 If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and Tranche, and of like tenor
and principal amount, having a Guarantee of the Guarantor endorsed thereon and bearing a number not contemporaneously outstanding. 
  
 If there shall be delivered to the Company, the Guarantor and the Trustee (a) evidence to their satisfaction of the ownership of and the destruction, loss
or theft of any Security and (b) such security or indemnity as may be reasonably required by them to save each of them and any agent of any of them harmless, then, in the absence of notice to the Company, the Guarantor or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and Tranche, and of like tenor
and principal amount, having a Guarantee of the Guarantor endorsed thereon and bearing a number not contemporaneously outstanding. 
  
 Notwithstanding the foregoing, in case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the
Company or the Guarantor in its discretion may, instead of issuing a new Security, pay such Security. 
  
 Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) in connection therewith. 
  
 Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security and any Guarantee endorsed thereon
shall constitute an original additional contractual obligation of the Company and the Guarantor, respectively, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone other than the Holder of such new
security, and any such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series duly issued hereunder, and the Guarantees endorsed on such Securities.

  

 -26- 








 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
  
 SECTION 307. Payment of Interest; Interest Rights Preserved. 
  
 Unless otherwise provided as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, interest on any Security
which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest. 
  
 [Subject to Section 312,] any interest
on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the related Regular
Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company or the Guarantor, at its election in each case, as provided in clause (a) or (b) below: 
  
 (a) The Company or the Guarantor may elect to make payment
of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a date (a “Special Record Date”) for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company or the Guarantor shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed
payment, and at the same time the Company or the Guarantor, as the case may be, shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify the Company and the Guarantor of such Special Record Date and, in the name and at the expense of the Company or the Guarantor, shall promptly cause notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at the address of such Holder as it appears in the Security Register, not less than 10 days prior
to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of business on such Special Record Date. 
  

 -27- 








 (b) The Company or the Guarantor may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the
Company or the Guarantor to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 
  
 Subject to the foregoing provisions of this Section and Section 305, each Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 
  

SECTION 308. Persons Deemed Owners. 
  
 Prior to due presentment of a Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
or the Trustee may treat the Person in whose name such Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and premium, if any, and (subject to Sections 305 and 307) interest, if any, on
such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Guarantor, the Trustee or any agent of the Company, the Guarantor or the Trustee shall be affected by notice to the contrary.

  
 SECTION 309. Cancellation. 
  
 All Securities surrendered for payment, redemption, registration of transfer
or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not theretofore canceled, shall be promptly canceled by the Trustee. The Company or the
Guarantor may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company or the Guarantor may have acquired in any manner whatsoever or which the Company shall not have
issued and sold, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this
Indenture. All canceled Securities held by the Trustee shall be disposed of in accordance with the Trustee’s customary procedures, and the Trustee shall promptly deliver a certificate of disposition to the Company unless, by a Company Order,
the Company shall direct that canceled Securities be returned to it. 
  
 SECTION 310. Computation of Interest. 
  
 Except
as otherwise specified as contemplated by Section 301 for Securities of any series, or Tranche thereof, interest on the Securities of each series shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and with respect
to any period less than a full calendar month, on the basis of the actual number of days elapsed during such period. 
  

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 SECTION 311. Payment to Be in Proper Currency. 
  
 In the case of any Security denominated in any currency other than Dollars or in a composite currency (the “Required
Currency”), except as otherwise specified with respect to such Security as contemplated by Section 301, the obligation of the Company or the Guarantor to make any payment of the principal thereof, or the premium or interest thereon, shall not
be discharged or satisfied by any tender by the Company or the Guarantor, or recovery by the Trustee, in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the
full amount of the Required Currency then due and payable. If any such tender or recovery is in a currency other than the Required Currency, the Trustee may take such actions as it considers appropriate to exchange such currency for the Required
Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company and the Guarantor, the Company and the Guarantor shall remain fully liable for any
shortfall or delinquency in the full amount of Required Currency then due and payable, and in no circumstances shall the Trustee be liable therefor except in the case of its negligence or willful misconduct. The Company and the Guarantor hereby
waive any defense of payment based upon any such tender or recovery which is not in the Required Currency, or which, when exchanged for the Required Currency by the Trustee, is less than the full amount of Required Currency then due and payable.

  
 [SECTION 312. Extension of Interest Payment. 
  
 The Company shall have the right at any time, so long as no Event of Default
hereunder has occurred and is continuing with respect to the Securities of any series, to extend interest payment periods from time to time on all Securities of such series, if so specified as contemplated by Section 301 with respect to such
Securities and upon such terms as may be specified as contemplated by Section 301 with respect to such Securities.] 
  
 [SECTION 313. Additional Interest. 
  
 So long as any Preferred Securities remain outstanding, if the Trust which issued such Preferred Securities shall be required to pay, with respect to its
income derived from the interest payments on the Securities of any series, any amounts for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed by the United States, or any other taxing authority, then,
in any such case, the Company will pay as interest on such series such additional interest (“Additional Interest”) as may be necessary in order that the net amounts received and retained by such Trust after the payment of such taxes,
duties, assessments or governmental charges shall result in such Trust’s having such funds as it would have had in the absence of any such payments.] 
  
 [Whenever in this Indenture there is mentioned, in any context, the payment of interest on the Securities, such mention shall be deemed to include the
payment of Additional Interest to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof.] 
  

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 ARTICLE FOUR 
  
 Redemption of Securities 
  
 SECTION 401. Applicability of Article. 
  
 Securities of any series, or any Tranche thereof, which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and
(except as otherwise specified as contemplated by Section 301 for Securities of such series or Tranche) in accordance with this Article. 
  
 SECTION 402. Election to Redeem; Notice to Trustee. 
  
 The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or an Officer’s Certificate. The Company shall, at
least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee [and in the case of Securities of a series held by a Trust, the Property Trustee under the related
Trust Agreement] in writing of such Redemption Date and of the principal amount of such Securities to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture or (b) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities, the Company and the Guarantor shall each furnish the Trustee with an
Officer’s Certificate evidencing compliance with such restriction or condition. 
  
 SECTION 403. Selection of Securities to Be Redeemed. 
  
 If less than all the Securities of any series, or any Tranche thereof, are to be redeemed, the particular Securities to be redeemed shall be selected by the Trustee from the Outstanding Securities of such series or Tranche not previously
called for redemption, by such method as shall be provided for such particular series or Tranche, or in the absence of any such provision, by such method of random selection as the Trustee shall deem fair and appropriate and which may, in any case,
provide for the selection for redemption of portions (equal to any authorized denomination for Securities of such series or Tranche) of the principal amount of Securities of such series or Tranche of a denomination larger than the minimum authorized
denomination for Securities of such series or Tranche; provided, however, that if, as indicated in an Officer’s Certificate, the Company shall have offered to purchase all or any principal amount of the Securities then Outstanding of any
series, or any Tranche thereof, and less than all of such Securities as to which such offer was made shall have been tendered to the Company for such purchase, the Trustee, if so directed by Company Order, shall select for redemption all or any
principal amount of such Securities which have not been so tendered. 
  
 The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected to be redeemed in part, the principal amount thereof to be redeemed. 
  
 For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the case of any Securities 

  

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redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. 
  
 SECTION 404. Notice of Redemption. 
  
 Notice of redemption shall be given in the manner provided in Section 106 to
the Holders of Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date. 
  
 All notices of redemption shall state: 
  
 (a) the Redemption Date, 
  
 (b) the Redemption Price, 
  
 (c) if less than all the Securities of any series or Tranche are to be redeemed, the identification of the particular Securities to be
redeemed and the portion of the principal amount of any Security to be redeemed in part, 
  
 (d) that on the Redemption Date the Redemption Price, together with accrued interest, if any, to the Redemption Date, will become due and
payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, 
  
 (e) the place or places where such Securities are to be surrendered for payment of the Redemption Price and accrued interest, if any,
unless it shall have been specified as contemplated by Section 301 with respect to such Securities that such surrender shall not be required, 
  
 (f) that the redemption is for a sinking or other fund, if such is the case, and 
  
 (g) such other matters as the Company shall deem desirable
or appropriate. 
  
 Unless otherwise specified with respect to any
Securities in accordance with Section 301, with respect to any notice of redemption of Securities at the election of the Company, unless, upon the giving of such notice, such Securities shall be deemed to have been paid in accordance with Section
701, such notice may state that such redemption shall be conditional upon the receipt by the Paying Agent or Agents for such Securities, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if
any, and interest, if any, on such Securities and that if such money shall not have been so received such notice shall be of no force or effect and the Company shall not be required to redeem such Securities. In the event that such notice of
redemption contains such a condition and such money is not so received, the redemption shall not be made and within a reasonable time thereafter notice shall be given, in the manner in which the notice of redemption was given, that such money was
not so received and such redemption was not required to be made. 
  

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 Notice of redemption of Securities to be redeemed at the election of the Company, and any notice of
non-satisfaction of a condition for redemption as aforesaid, shall be given by the Company or, on Company Request, by the Trustee in the name and at the expense of the Company. 
  
 SECTION 405. Securities Payable on Redemption Date. 
  
 Notice of redemption having been given as aforesaid, and the conditions, if any, set forth in such notice having been
satisfied, the Securities or portions thereof so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless, in the case of an unconditional notice of
redemption, the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Securities or portions thereof, if interest-bearing, shall cease to bear interest. Upon surrender of any such Security for redemption in
accordance with such notice, such Security or portion thereof shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that no such surrender shall be a condition to
such payment if so specified as contemplated by Section 301 with respect to such Security; and provided, further, that except as otherwise specified as contemplated by Section 301 with respect to such Security, any installment of interest on any
Security the Stated Maturity of which installment is on or prior to the Redemption Date shall be payable to the Holder of such Security, or one or more Predecessor Securities, registered as such at the close of business on the related Regular Record
Date according to the terms of such Security and subject to the provisions of Sections 305 and 307. 
  
 SECTION 406. Securities Redeemed in Part. 
  
 Upon the surrender of any Security which is to be redeemed only in part at a Place of Payment therefor (with, if the Company, the Guarantor or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company, the Guarantor and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge, a new Security or Securities of the same series and Tranche, of any authorized denomination requested by such Holder and of like tenor and in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered, with the Guarantee of the Guarantor endorsed thereon. 
  
 ARTICLE FIVE 
  
 Sinking Funds 
  
 SECTION 501. Applicability of Article. 
  
 The
provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of any series, or any Tranche thereof, except as otherwise specified as contemplated by Section 301 for Securities of such series or Tranche.

  
 The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series, or any Tranche thereof, is herein referred to as a “mandatory sinking 

  

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fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series, or any Tranche thereof, is herein
referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any series, or any Tranche thereof, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 502. Each
sinking fund payment shall be applied to the redemption of Securities of the series or Tranche in respect of which it was made as provided for by the terms of such Securities. 
  
 SECTION 502. Satisfaction of Sinking Fund Payments with Securities. 
  
 The Company (a) may deliver to the Trustee Outstanding Securities (other than any previously called for redemption) of a
series or Tranche in respect of which a mandatory sinking fund payment is to be made and (b) may apply as a credit Securities of such series or Tranche which have been redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of such mandatory sinking fund payment; provided, however, that no Securities
shall be applied in satisfaction of a mandatory sinking fund payment if such Securities shall have been previously so applied. Securities so applied shall be received and credited for such purpose by the Trustee at the Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly. 
  
 SECTION 503. Redemption of Securities for Sinking Fund. 
  
 Not less than 45 days prior to each sinking fund payment date for the Securities of any series, or any Tranche thereof, the Company shall deliver to the
Trustee an Officer’s Certificate specifying: 
  
 (a) the amount of the next succeeding mandatory sinking fund payment for such series or Tranche; 
  
 (b) the amount, if any, of the optional sinking fund payment to be made together with such mandatory sinking fund payment; 
  
 (c) the aggregate sinking fund payment; 
  
 (d) the portion, if any, of such aggregate sinking fund
payment which is to be satisfied by the payment of cash; 
  
 (e) the portion, if any, of such aggregate sinking fund payment which is to be satisfied by delivering and crediting Securities of such series or Tranche pursuant to Section 502 and stating the basis for such credit
and that such Securities have not previously been so credited, and the Company shall also deliver to the Trustee any Securities to be so delivered. If the Company shall not deliver such Officer’s Certificate, the next succeeding sinking fund
payment for such series or Tranche shall be made entirely in cash in the amount of the mandatory sinking fund payment. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon


  

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such sinking fund payment date in the manner specified in Section 403 and cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 404. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 405 and 406. 
  
 ARTICLE SIX 
  
 Covenants 
  
 SECTION 601. Payment of Principal, Premium and Interest. 
  
 The Company shall pay the principal of and premium, if any, and interest, if any [(including Additional Interest)], on the
Securities of each series in accordance with the terms of such Securities and this Indenture. 
  
 SECTION 602. Maintenance of Office or Agency. 
  
 The Company and the Guarantor shall maintain in each Place of Payment for the Securities of each series, or any Tranche thereof, an office or agency where payment of such Securities shall be made or surrendered for
payment, where registration of transfer or exchange of such Securities may be effected and where notices and demands to or upon the Company or the Guarantor in respect of such Securities and this Indenture may be served. The Company and the
Guarantor shall give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency and prompt notice to the Holders of any such change in the manner specified in Section 106. If at any time the
Company or the Guarantor shall fail to maintain any such required office or agency in respect of Securities of any series, or any Tranche thereof, or shall fail to furnish the Trustee with the address thereof, payment of such Securities may be made,
registration of transfer or exchange thereof may be effected and notices and demands in respect thereby may be served at the Corporate Trust Office of the Trustee, and each of the Company and the Guarantor hereby appoint the Trustee as its agent for
all such purposes in any such event. 
  
 The Company or the
Guarantor may also from time to time designate one or more other offices or agencies with respect to the Securities of one or more series, or any Tranche thereof, for any or all of the foregoing purposes and may from time to time rescind such
designations; provided, however, that, unless otherwise specified as contemplated by Section 301 with respect to the Securities of such series or Tranche, no such designation or rescission shall in any manner relieve the Company or the Guarantor of
its obligation to maintain an office or agency for such purposes in each Place of Payment for such Securities in accordance with the requirements set forth above. The Company and the Guarantor shall give prompt written notice to the Trustee, and
prompt notice to the Holders in the manner specified in Section 106, of any such designation or rescission and of any change in the location of any such other office or agency. 
  
 Anything herein to the contrary notwithstanding, any office or agency required by this Section may be maintained at an
office of the Company or the Guarantor or any Affiliate of 

  

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either of them, in which event the Company, the Guarantor or such Affiliate, as the case may be, shall perform all functions to be performed at such office
or agency. 
  
 SECTION 603. Money for Securities Payments to Be Held in Trust.

  
 If the Company shall at any time act as its own Paying
Agent with respect to the Securities of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, or interest, if any, on any of such Securities, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal and premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action
or failure so to act. 
  
 Whenever the Company shall have one or
more Paying Agents for the Securities of any series, or any Tranche thereof, it shall, prior to each due date of the principal of and premium, if any, or interest, if any, on such Securities, deposit with such Paying Agents sums sufficient (without
duplication) to pay the principal and premium or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company shall
promptly notify the Trustee of its action or failure so to act. 
  
 The Company shall cause each Paying Agent for the Securities of any series, or any Tranche thereof, other than the Company or the Trustee, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section, that such Paying Agent shall: 
  
 (a) hold all sums held by it for the payment of the principal of and premium, if any, or interest, if any, on Securities of such series or
Tranche in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 
  
 (b) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of such series) in the making of any
payment of principal of and premium, if any, or interest, if any, on the Securities of such series or Tranche; and 
  
 (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such Paying Agent. 
  
 The Company may at any
time pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company
or such Paying Agent and, if as stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article Seven; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money. 
  

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 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of and premium, if any, or interest, if any, on any Security and remaining unclaimed for two years after such principal and premium, if any, or interest has become due and payable shall be paid to the Company on Company
Request, or, if then held by the Company, shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company and the Guarantor for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment
to the Company, may at the expense of the Company, either (a) cause to be mailed, on one occasion only, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the
date of such mailing, any unclaimed balance of such money then remaining will be paid to the Company or (b) cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such
money then remaining will be paid to the Company. 
  
 SECTION 604. Corporate
Existence. 
  
 Subject to the rights of the Company and the
Guarantor under Article Eleven, each of the Company and the Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence. 
  
 SECTION 605. Annual Officer’s Certificate 
  
 Not later than
                     in each year, commencing
                    ,
                    , each of the Company and the Guarantor shall deliver to the Trustee an Officer’s Certificate which need not comply
with Section 102, executed by its principal executive officer, principal financial officer or principal accounting officer, as to such officer’s knowledge of such obligor’s compliance with all conditions and covenants under this Indenture,
such compliance to be determined without regard to any period of grace or requirement of notice under this Indenture. 
  
 SECTION 606. Waiver of Certain Covenants. 
  
 The Company may omit in any particular instance to comply with any term, provision or condition set forth in 
  
 (a) Section 607, 608 or any covenant or restriction
specified with respect to the Securities of any series, or any Tranche thereof, as contemplated by Section 301 or by Section 1201(b), if before the time for such compliance the Holders of a majority in aggregate principal amount of the Outstanding
Securities of all series and Tranches with respect to which compliance with such covenant or restriction is to be omitted, considered as one class, shall, by Act of such Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition; and 
  

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 (b) Section 604 or 1101, if before the time for such compliance the Holders of a majority
in principal amount of Securities Outstanding under this Indenture shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition; 
  
 but, in either case, no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect
[; provided, however, so long as a Trust holds Securities of any series, such Trust may not waive compliance or waive any default in compliance by the Company with any covenant or other term contained in this Indenture or the Securities of such
series without the approval of the holders of at least a majority in aggregate liquidation preference of the outstanding Preferred Securities issued by such Trust affected, obtained as provided in the Trust Agreement pertaining to such Trust.]

  
 SECTION 607. Restriction on Payment of Dividends. 
  
 So long as any Preferred Securities of any series remain outstanding, if at
such time (a) the Guarantor shall be in default with respect to its payment obligations under the Trust Securities Guarantee relating to such Preferred Securities, (b) there shall have occurred and be continuing an Event of Default (whether before
or after expiration of any period of grace) resulting from a payment default hereunder or (c) the Company shall have elected to extend any interest payment period as provided in Section 312, and any such period, or any extension thereof, shall be
continuing, then the Guarantor shall not (i) declare or pay any dividends or distributions on its capital stock, other than dividends paid in shares of capital stock of the Guarantor, or (ii) redeem, purchase, acquire or make a liquidation payment
with respect to any of the Guarantor’s capital stock, or (iii) pay any principal, interest or premium on, or repay, repurchase or redeem any debt securities that are equal or junior in right of payment to the Guarantees, or (iv) make any
payments with respect to any guarantee of debt securities by the Guarantor if such guarantee is equal or junior in right of payment to the Guarantees (other than payments under the Guarantee or the Trust Securities Guarantee relating to such
Preferred Securities). 
  
 [SECTION 608. Maintenance of Trust Existence.

  
 So long as Preferred Securities of any series remain
outstanding, the Company shall (i) maintain direct or indirect ownership of all interests in the Trust which issued such Preferred Securities, other than such Preferred Securities, (ii) not voluntarily (to the extent permitted by law) dissolve,
liquidate or wind up such Trust, except in connection with a distribution of the Securities to the holders of the Preferred Securities in liquidation of such Trust, (iii) remain the sole Depositor under the Trust Agreement (the
“Depositor”) of such Trust and timely perform in all material respects all of its duties as Depositor of such Trust, and (iv) use reasonable efforts to cause such Trust to remain a business trust and otherwise continue to be treated as a
grantor trust for Federal income tax purposes, provided that any permitted successor to the Guarantor or the Company under this Indenture may succeed to the Guarantor’s or the Company’s duties as Depositor of such Trust; and provided
further that the Guarantor or the Company may permit such Trust to consolidate or merge with or into another business trust 

  

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or other permitted successor under the Trust Agreement pertaining to such Trust so long as the Guarantor agrees to comply with this Section 608 with respect
to such successor business trust or other permitted successor.] 
  
 [SECTION
609. Rights of Holders of Preferred Securities. 
  
 The
Company agrees that, for so long as any Preferred Securities remain outstanding, its obligations under this Indenture will also be for the benefit of the holders from time to time of Preferred Securities, and the Company acknowledges and agrees that
such holders will be entitled to enforce this Indenture, as third party beneficiaries, directly against the Company to the same extent as if such holders of Preferred Securities held a principal amount of Securities equal to the stated liquidation
amount of the Preferred Securities held by such holders.] 
  
 ARTICLE SEVEN 
  
 Satisfaction and Discharge

  
 SECTION 701. Satisfaction and Discharge of Securities. 

 
 Any Security or Securities, or any portion of the principal amount
thereof, shall be deemed to have been paid for all purposes of this Indenture, and the entire indebtedness of the Company and the Guarantor in respect thereof shall be satisfied and discharged, if there shall have been irrevocably deposited with the
Trustee or any Paying Agent (other than the Company or the Guarantor), in trust: 
  
 (a) money in an amount which shall be sufficient, or 
  
 (b) in the case of a deposit made prior to the Maturity of such Securities or portions thereof, Eligible
Obligations, which shall not contain provisions permitting the redemption or other prepayment thereof at the option of the issuer thereof, the principal of and the interest on which when due, without any regard to reinvestment thereof, will provide
moneys which, together with the money, if any, deposited with or held by the Trustee or such Paying Agent, shall be sufficient, or 
  
 (c) a combination of (a) or (b) which shall be sufficient, 
  
 to pay when due the principal of and premium, if any, and interest [(including any Additional Interest)], if any, due and to become due on
such Securities or portions thereof; provided, however, that in the case of the provision for payment or redemption of less than all the Securities of any series or Tranche, such Securities or portions thereof shall have been selected by the Trustee
as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements
satisfactory to the Trustee; and provided, further, that the Company shall have delivered to the Trustee and such Paying Agent: 
  
 (x) if such deposit shall have been made prior to the Maturity of such Securities, a Company Order stating that the money and Eligible
Obligations deposited in accordance with this Section shall be held in trust, as provided in Section 603; 
  

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 (y) if Eligible Obligations shall have been deposited, an Opinion of Counsel to the
effect that such obligations constitute Eligible Obligations and do not contain provisions permitting the redemption or other prepayment thereof at the option of the issuer thereof, and an opinion of an independent public accountant of nationally
recognized standing, selected by the Company, to the effect that the other requirements set forth in clause (b) and (c) above have been satisfied; and 
  
 (z) if such deposit shall have been made prior to the Maturity of such Securities, an Officer’s Certificate stating the
Company’s intention that, upon delivery of such Officer’s Certificate, its indebtedness in respect of such Securities or portions thereof will have been satisfied and discharged as contemplated in this Section. 
  
 Upon the deposit of money or Eligible Obligations, or both, in accordance
with this Section, together with the documents required by clauses (x), (y) and (z) above, the Trustee shall, upon Company Request, acknowledge in writing that such Securities or portions thereof are deemed to have been paid for all purposes of this
Indenture and that the entire indebtedness of the Company in respect thereof has been satisfied and discharged as contemplated in this Section. In the event that all of the conditions set forth in the preceding paragraph shall have been satisfied in
respect of any Securities or portions thereof except that, for any reason, the Officer’s Certificate specified in clause (z) (if otherwise required) shall not have been delivered, such Securities or portions thereof shall nevertheless be deemed
to have been paid for all purposes of this Indenture, and the Holders of such Securities or portions thereof shall nevertheless be no longer entitled to the benefits provided by this Indenture or of any of the covenants of the Company under Article
Six (except the covenants contained in Sections 602 and 603) or any other covenants made in respect of such Securities or portions thereof as contemplated by Section 301 or Section 1201(b), but the indebtedness of the Company in respect of such
Securities or portions thereof shall not be deemed to have been satisfied and discharged prior to Maturity for any other purpose; and, upon Company Request, the Trustee shall acknowledge in writing that such Securities or portions thereof are deemed
to have been paid for all purposes of this Indenture. 
  
 If
payment at Stated Maturity of less than all of the Securities of any series, or any Tranche thereof, is to be provided for in the manner and with the effect provided in this Section, the Trustee shall select such Securities, or portions of principal
amount thereof, in the manner specified by Section 403 for selection for redemption of less than all the Securities of a series or Tranche. 
  
 In the event that Securities which shall be deemed to have been paid for purposes of this Indenture, and, if such is the case, in respect of which the
Company’s indebtedness shall have been satisfied and discharged, all as provided in this Section, do not mature and are not to 

  

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be redeemed within the sixty (60) day period commencing with the date of the deposit of moneys or Eligible Obligations, as aforesaid, the Company shall, as
promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Securities, to the Holders of such Securities to the effect that such deposit has been made and the effect thereof. 
  
 Notwithstanding that any Securities shall be deemed to have been paid for
purposes of this Indenture, as aforesaid, the obligations of the Company, the Guarantor and the Trustee in respect of such Securities under Sections 304, 305, 306, 404, 602, 603, 907 and 914 and this Article shall survive. 
  
 The Company shall pay, and shall indemnify the Trustee or any Paying Agent
with which Eligible Obligations shall have been deposited as provided in this Section against, any tax, fee or other charge imposed on or assessed against such Eligible Obligations or the principal or interest received in respect of such Eligible
Obligations, including, but not limited to, any such tax payable by any entity deemed, for tax purposes, to have been created as a result of such deposit. 
  
 Anything herein to the contrary notwithstanding, (a) if, at any time after a Security would be deemed to have been paid for purposes of this Indenture,
and, if such is the case, the Company’s indebtedness in respect thereof would be deemed to have been satisfied and discharged, pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent, as
the case may be, (i) shall be required to return the money or Eligible Obligations, or combination thereof, deposited with it as aforesaid to the Company or its representative under any applicable Federal or State bankruptcy, insolvency or other
similar law, or (ii) are unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, such Security shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of the Company’s indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such
Security shall be deemed to remain Outstanding and (b) any satisfaction and discharge of the Company’s indebtedness in respect of any Security shall be subject to the provisions of the last paragraph of Section 603. 
  
 SECTION 702. Satisfaction and Discharge of Indenture. 
  
 This Indenture shall upon Company Request cease to be of further effect
(except as hereinafter expressly provided), and the Trustee, at the expense of the Company, shall execute such instruments as the Company shall reasonably request to evidence and acknowledge the satisfaction and discharge of this Indenture, when:

  
 (a) no Securities remain Outstanding
hereunder; and 
  
 (b) the Company or the
Guarantor has paid or caused to be paid all other sums payable hereunder by the Company or the Guarantor; 
  
 provided, however, that if, in accordance with the last paragraph of Section 701, any Security, previously deemed to have been paid for purposes of this Indenture, shall be deemed retroactively not to have been so
paid, this Indenture shall thereupon be deemed retroactively not 

  

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to have been satisfied and discharged, as aforesaid, and to remain in full force and effect, and the Company shall execute and deliver such instruments as
the Trustee shall reasonably request to evidence and acknowledge the same. 
  
 Notwithstanding the satisfaction and discharge of this Indenture as aforesaid, the obligations of the Company, the Guarantor and the Trustee under Sections 304, 305, 306, 404, 602, 603, 907 and 914 and this Article
shall survive. 
  
 Upon satisfaction and discharge of this
Indenture as provided in this Section, the Trustee shall turn over to the Company any and all money, securities and other property then held by the Trustee for the benefit of the Holders of the Securities (other than money and Eligible Obligations
held by the Trustee pursuant to Section 703) and shall execute and deliver to the Company and the Guarantor such instruments as, in the judgment of the Company and the Guarantor, shall be necessary, desirable or appropriate to effect or evidence the
satisfaction and discharge of this Indenture. 
  
 SECTION 703. Application of
Trust Money. 
  
 Neither the Eligible Obligations nor the
money deposited pursuant to Section 701, nor the principal or interest payments on any such Eligible Obligations, shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and premium, if
any, and interest, if any, on the Securities or portions of principal amount thereof in respect of which such deposit was made, all subject, however, to the provisions of Section 603; provided, however, that any cash received from such principal or
interest payments on such Eligible Obligations, if not then needed for such purpose, shall, to the extent practicable and upon Company Request and delivery to the Trustee of the documents referred to in clause (y) in the first paragraph of Section
701, be invested in Eligible Obligations of the type described in clause (b) in the first paragraph of Section 701 maturing at such times and in such amounts as shall be sufficient, together with any other moneys and the proceeds of any other
Eligible Obligations then held by the Trustee, to pay when due the principal of and premium, if any, and interest, if any, due and to become due on such Securities or portions thereof on and prior to the Maturity thereof, and interest earned from
such reinvestment shall be paid over to the Company as received, free and clear of any trust, lien or pledge under this Indenture (except the lien provided by Section 907); and provided, further, that any moneys held in accordance with this Section
on the Maturity of all such Securities in excess of the amount required to pay the principal of and premium, if any, and interest, if any, then due on such Securities shall be paid over to the Company free and clear of any trust, lien or pledge
under this Indenture (except the lien provided by Section 907); and provided, further, that if an Event of Default shall have occurred and be continuing, moneys to be paid over to the Company pursuant to this Section shall be held until such Event
of Default shall have been waived or cured. 
  

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 ARTICLE EIGHT 
  
 Events of Default; Remedies 
  

SECTION 801. Events of Default. 
  
 “Event of Default”, wherever used herein with respect to Securities of any series, means any one of the following events: 
  
 (a) default in the payment of any interest [, including any
Additional Interest,] on any Security of such series when it becomes due and payable [(whether or not payment is prohibited by the subordination provisions of Article Fifteen or the subordination provisions of Article Fourteen hereof)] and
continuance of such default for a period of 30 days; [provided, however, that a valid extension of the interest payment period by the Company as contemplated in Section 312 of this Indenture shall not constitute a default in the payment of interest
for this purpose;] or 
  
 (b) default in the
payment of the principal of or premium, if any, on any Security of such series when it becomes due and payable [(whether or not payment is prohibited by the subordination provisions of Article Fifteen or the subordination provisions of Article
Fourteen hereof)]; or 
  
 (c) default in the
performance of, or breach of, any covenant or warranty of the Company or the Guarantor in this Indenture (other than a covenant or warranty a default in the performance of which or breach of which is elsewhere in this Section specifically dealt with
or which has expressly been included in this Indenture solely for the benefit of one or more series of Securities other than such series) and continuance of such default or breach for a period of 90 days after there has been given, by registered or
certified mail, to the Company and the Guarantor by the Trustee, or to the Company, the Guarantor and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of such series, a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder, unless the Trustee, or the Trustee and the Holders of a principal amount of Securities of such series not less than the
principal amount of Securities the Holders of which gave such notice, as the case may be, shall agree in writing to an extension of such period prior to its expiration; provided, however, that the Trustee, or the Trustee and the Holders of such
principal amount of Securities of such series, as the case may be, shall be deemed to have agreed to an extension of such period if corrective action is initiated by the Company or the Guarantor within such period and is being diligently pursued; or

  
 (d) except as provided by the terms hereof,
the Securities of such series and the Guarantees endorsed thereon, the cessation of effectiveness of the Guarantee endorsed on a Security of such series or the finding by any judicial proceeding that the Guarantee endorsed on a Security of such
series is 

  

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unenforceable or invalid or the denial or disaffirmation by the Guarantor of its obligations under the Guarantee endorsed on a Security of such series; or

  
 (e) the entry by a court having jurisdiction
in the premises of (1) a decree or order for relief in respect of the Company or the Guarantor in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (2) a decree or
order adjudging the Company or the Guarantor a bankrupt or insolvent, or approving as properly filed a petition by one or more Persons other than the Company or the Guarantor seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company or the Guarantor under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official for the Company or the Guarantor or for any substantial
part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order for relief or any such other decree or order shall have remained unstayed and in effect for a period of 90 consecutive days; or 

 
 (f) the commencement by the Company or the Guarantor 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 or the
Guarantor to the entry of a decree or order for relief in respect of the Company or the Guarantor in a case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against the Company or the Guarantor, or the filing by the Company or the Guarantor of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the
consent by the Company or the Guarantor to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or the Guarantor or of any
substantial part of its property, or the making by the Company or the Guarantor of an assignment for the benefit of creditors, or the admission by the Company or the Guarantor in writing of its inability to pay its debts generally as they become
due, or the authorization of such action by the Board of Directors of the Company or the Guarantor; or 
  
 (g) any other Event of Default specified with respect to Securities of such series. 
  
 SECTION 802. Acceleration of Maturity; Rescission and Annulment. 
  
 If an Event of Default shall have occurred and be continuing with respect to
Securities of any series at the time Outstanding, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of such series may declare the principal amount (or, if any of the Securities
of such series are Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 301) of all of the Securities of such series to be due and 

  

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payable immediately (provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in this
Indenture), by a notice in writing to the Company (and to the Trustee if given by Holders), and upon receipt by the Company of notice of such declaration such principal amount (or specified amount) shall become immediately due and payable; provided,
however, that if an Event of Default shall have occurred and be continuing with respect to more than one series of Securities, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of all such
series, considered as one class, may make such declaration of acceleration, and not the Holders of the Securities of any one of such series (provided that the payment of principal and interest on such Securities shall remain subordinated to the
extent provided in this Indenture). 
  
 At any time after such a
declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, such declaration
and its consequences shall, without further act, be deemed to have been rescinded and annulled, if 
  
 (a) the Company or the Guarantor shall have paid or deposited with the Trustee a sum sufficient to pay 
  
 (1) all overdue interest [including Additional Interest], if
any, on all Securities of such series then Outstanding; 
  
 (2) the principal of and premium, if any, on any Securities of such series then Outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed
therefor in such Securities; 
  
 (3) to the
extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities; 
  
 (4) all amounts due to the Trustee under Section 907; 
  
 and 
  
 (b) all Events of Default with respect to Securities of such series, other than the non-payment of the principal of Securities of such
series which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 813. 
  
 No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon. 
  
 SECTION 803. Collection of Indebtedness and Suits for Enforcement by Trustee. 
  
 If an Event of Default described in clause (a) or (b) of Section 801 shall
have occurred, the Company or the Guarantor shall, upon demand of the Trustee, pay to it, for the 

  

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benefit of the Holders of the Securities of the series with respect to which such Event of Default shall have occurred, the whole amount then due and payable
on such Securities for principal and premium, if any, and interest, if any, and, to the extent permitted by law, interest on premium, if any, and on any overdue principal and interest, at the rate or rates prescribed therefor in such Securities,
and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under Section 907. 
  
 If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and the Guarantor or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company and the Guarantor or any other obligor upon such Securities, wherever situated. 
  
 If an Event of Default with respect to Securities of any series shall have occurred and be continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
  
 SECTION 804. Trustee May File Proofs of Claim. 
  
 In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Company or the Guarantor or any other obligor upon the Securities or the property of the Company or the Guarantor or of such other obligor or their creditors, the Trustee (irrespective of
whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company or the Guarantor for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 
  
 (a) to file and prove a claim for the whole amount of principal, premium, if any, and interest, if any, owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for amounts due to the Trustee under Section 907) and of the Holders allowed in such judicial
proceeding, and 
  
 (b) to collect and receive
any moneys or other property payable or deliverable on any such claims and to distribute the same; 
  
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amounts due it under Section 907. 
  

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 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding; provided, however, that the Trustee may, on behalf of the Holders, be a member of a creditors’ or similar other committee. 
  
 SECTION 805. Trustee May Enforce Claims Without Possession of Securities. 
  

All rights of action and claims under this Indenture, the Securities or the Guarantees endorsed thereon may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been
recovered. 
  
 SECTION 806. Application of Money Collected. 
  
 Any money collected by the Trustee pursuant to this Article shall be applied
in the following order, to the extent permitted by law, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or premium, if any, or interest, if any, upon presentation of the Securities in
respect of which or for the benefit of which such money shall have been collected and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 
  
 First: To the payment of all amounts due the Trustee under Section 907; 
  
 Second: Subject to the provisions of Articles
Fourteen and Fifteen, to the payment of the amounts then due and unpaid upon the Securities for principal of and premium, if any, and interest [including Additional Interest], if any, in respect of which or for the benefit of which such money has
been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium, if any, and interest, if any, respectively; 
  
 Third: To the payment of the remainder, if any, to
the Company or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. 
  
 SECTION 807. Limitation on Suits. 
  
 No Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless: 
  
 (a) such Holder shall have previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of such series; 
  

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 (b) the Holders of 25% in aggregate principal amount of the Outstanding Securities of all
series in respect of which an Event of Default shall have occurred and be continuing, considered as one class, shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee
hereunder; 
  
 (c) such Holder or Holders shall
have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; 
  
 (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such
proceeding; and 
  
 (e) no direction inconsistent
with such written request shall have been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series in respect of which an Event of Default shall have
occurred and be continuing, considered as one class; 
  
 it being understood and
intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders or to obtain or to seek
to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. 
  
 SECTION 808. Unconditional Right of Holders to Receive Principal, Premium and Interest.

  
 Notwithstanding any other provision in this Indenture,
the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and premium, if any, and (subject to Section 307 [and 312]) interest [including Additional Interest], if any, on such
Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent
of such Holder. [In addition, in the case of Securities of a series held by a Trust, a holder of Preferred Trust Securities may directly institute a proceeding for enforcement of payment to such holder of principal of or interest on the Securities
having a principal amount equal to the aggregate liquidation preference amount of the Preferred Trust Securities of such holder on or after the due dates specified or provided for in the Securities. 
  
 SECTION 809. Restoration of Rights and Remedies. 
  
 If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding shall have been discontinued or abandoned for 

  

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any reason, or shall have been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Guarantor, the Trustee and such Holder shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and such Holder shall continue as though no
such proceeding had been instituted. 
  
 SECTION 810. Rights and Remedies
Cumulative. 
  
 Except as otherwise provided in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy. 
  
 SECTION 811. Delay or
Omission Not Waiver. 
  
 No delay or omission of the Trustee
or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or
by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
  
 SECTION 812. Control by Holders of Securities. 
  
 If an Event of Default shall have occurred and be continuing in respect of a series of Securities, the Holders of a majority
in principal amount of the Outstanding Securities of such series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series; provided, however, that if an Event of Default shall have occurred and be continuing with respect to more than one series of Securities, the Holders of a majority in aggregate principal amount
of the Outstanding Securities of all such series, considered as one class, shall have the right to make such direction, and not the Holders of the Securities of any one of such series; and provided, further, that 
  
 (a) such direction shall not be in conflict with any rule of
law or with this Indenture, and could not involve the Trustee in personal liability in circumstances where indemnity would not, in the Trustee’s sole discretion, be adequate, and 
  
 (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such
direction. 
  
 SECTION 813. Waiver of Past Defaults. 
  
 The Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the Securities of such 

  

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series waive any past default hereunder with respect to such series and its consequences, except a default 
  
 (a) in the payment of the principal of or premium, if any,
or interest [including Additional Interest], if any, on any Security of such series, or 
  
 (b) in respect of a covenant or provision hereof which under Section 1202 cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected. 
  
 ; provided, however,
that so long as a Trust holds the Securities of any series, such Trust may not waive any past default without the consent of at least a majority in aggregate liquidation preference of the outstanding Preferred Securities issued by such Trust
affected, obtained as provided in the Trust Agreement pertaining to such Trust. Any such waiver by holders of a majority in aggregate liquidation preference of outstanding Preferred Securities issued by any such Trust shall be deemed to be on behalf
of all holders of Preferred Securities issued by any such Trust.] 
  
 Upon any such waiver, such default shall cease to exist, and any and all Events of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon. 
  
 SECTION 814. Undertaking
for Costs. 
  
 The Company, the Guarantor and the Trustee
agree, and each Holder by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant, in each case in the manner, to the extent, and subject to the exceptions provided in
the Trust Indenture Act; provided, that the provisions of this Section shall not be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or the Guarantor. 
  
 SECTION 815. Waiver of Usury, Stay or Extension Laws. 
  
 Each of the Company and the Guarantor 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 each of the Company and the Guarantor (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. 
  

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 ARTICLE NINE 
  
 The Trustee 
  
 SECTION 901. Certain Duties and Responsibilities. 
  
 (a) Except during the continuance of an Event of Default with respect to Securities of any series, 
  
 (1) the Trustee undertakes to perform, with respect to
Securities of such series, such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
  
 (2) in the absence of bad faith on its part, the Trustee
may, with respect to Securities of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture. 
  
 (b) In case an
Event of Default with respect to Securities of any series shall have occurred and be continuing, the Trustee shall exercise, with respect to Securities of such series, such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 
  
 (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to
act, or its own willful misconduct, except that 
  
 (1) this subsection shall not be construed to limit the effect of 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 one or more series, as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture
with respect to the Securities of such series; and 
  
 (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 

  

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duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to it. 
  
 (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of
this Section. 
  
 SECTION 902. Notice of Defaults. 
  
 The Trustee shall give notice of any default hereunder with respect to the
Securities of any series to the Holders of Securities of such series in the manner and to the extent required to do so by the Trust Indenture Act, unless such default shall have been cured or waived; provided, however, that in the case of any
default of the character specified in Section 801(c), no such notice to Holders shall be given until at least 90 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after
notice or lapse of time, or both, would become, an Event of Default with respect to the Securities of such series. 
  
 SECTION 903. Certain Rights of Trustee. 
  
 Subject to the provisions of Section 901 and to the applicable provisions of the Trust Indenture Act: 
  
 (a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties; 
  
 (b) any request or direction of the Company or the Guarantor mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, or a Guarantor Request or Guarantor Order, as the case may be, or as
otherwise expressly provided herein, and any resolution of the Board of Directors of the Company or the Guarantor may be sufficiently evidenced by a Board Resolution thereof; 
  
 (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be
proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate of the
Company or the Guarantor, as appropriate; 
  
 (d)
the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon; 
  

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 (e) the Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any Holder pursuant to this Indenture, unless such Holder shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction; 
  
 (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make
such further inquiry or investigation, it shall (subject to applicable legal requirements) be entitled to examine, during normal business hours, the books, records and premises of the Company or the Guarantor, personally or by agent or attorney;

  
 (g) the Trustee may execute any of the trusts
or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it
hereunder; and 
  
 (h) the Trustee shall not be
charged with knowledge of any Event of Default with respect to the Securities of any series for which it is acting as Trustee unless either (1) a Responsible Officer of the Trustee assigned to the Corporate Trustee Administration Department and
agency group of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of the Event of Default or (2) written notice of such Event of Default shall have been given to the Trustee by the Company or the
Guarantor or any other obligor on such Securities, or by any Holder of such Securities. 
  
 SECTION 904. Not Responsible for Recitals or Issuance of Securities. 
  
 The recitals contained herein and in the Securities and the Guarantees endorsed thereon (except the Trustee’s certificates of authentication) shall be taken as the statements of the Company and the Guarantor, as
the case may be, and neither the Trustee nor any Authenticating Agent assumes responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or the Guarantees
endorsed thereon. Neither Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 
  
 SECTION 905. May Hold Securities. 
  
 Each of the Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company or the Guarantor, in its
individual or any other capacity, may become the owner or pledgee of Securities [and/or Preferred Securities] and, subject to Sections 908 and 913, may otherwise deal with the Company or the Guarantor with the 

  

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same rights it would have if it were not the Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 
  
 SECTION 906. Money Held in Trust. 
  
 Money held by the Trustee in trust hereunder need not be segregated from
other funds, except to the extent required by law. The Trustee shall be under no liability for interest on or investment of any money received by it hereunder except as expressly provided herein or otherwise agreed with, and for the sole benefit of,
the Company or the Guarantor. 
  
 SECTION 907. Compensation and Reimbursement.

  
 The Company and the Guarantor jointly and severally agree

  
 (a) 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); 
  
 (b) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith; and 
  
 (c) to indemnify the Trustee and hold it harmless from and against, any loss, liability or expense
reasonably incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. 
  
 As security for the performance of the obligations of the Company and the Guarantor under this Section, the Trustee shall have a lien prior to the
Securities upon all property and funds held or collected by the Trustee as such, other than property and funds held in trust under Section 703 (except moneys payable to the Company as provided in Section 703). 
  
 SECTION 908. Disqualification; Conflicting Interests. 
  
 If the Trustee shall have or acquire any conflicting interest within the
meaning of the Trust Indenture Act, it shall either eliminate such conflicting interest or resign to the extent, in the manner and with the effect, and subject to the conditions, provided in the Trust Indenture Act and this Indenture. For purposes
of Section 310(b)(1) of the Trust Indenture Act and to the extent permitted thereby, the Trustee, in its capacity as trustee in respect of the Securities of any series, shall not be deemed to have a conflicting interest arising from its capacity as
trustee in 

  

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respect of (i) the Securities of any other series, (ii) the Trust Agreement and the Trust Securities Guarantee Agreement pertaining to each Trust or (iii)
the Subordinated Indenture dated as of May 9, 2001, among the Issuer, the Guarantor and JPMorgan Chase Bank, as trustee [OTHERS]. 
  
 SECTION 909. Corporate Trustee Required; Eligibility. 
  
 There shall at all times be a Trustee hereunder which shall be 
  
 (a) a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized
under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by Federal, State or District of Columbia authority, or 
  
 (b) if and to the extent permitted by the Commission by rule, regulation or
order upon application, a corporation or other Person organized and doing business under the laws of a foreign government, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000
or the Dollar equivalent of the applicable foreign currency and subject to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to
United States institutional trustees 
  
 and, in either case, qualified and
eligible under this Article and the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of such supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with
the provisions of this Section and the Trust Indenture Act, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 
  

SECTION 910. Resignation and Removal; Appointment of Successor. 
  
 (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 911. 
  
 (b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company and the
Guarantor. If the instrument of acceptance by a successor Trustee required by Section 911 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
  
 (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Trustee, the Company and the Guarantor [; provided that so long as any Preferred Securities remain outstanding, the Trust which issued such Preferred Securities shall not execute any Act to
remove the Trustee without the consent of the holders of a majority 

  

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in aggregate liquidation preference of Preferred Securities issued by such Trust outstanding, obtained as provided in the Trust Agreement pertaining to such
Trust.] 
  
 (d) If at any time: 
  
 (1) the Trustee shall fail to comply with Section 908 after
written request therefor by the Company, the Guarantor or by any Holder who has been a bona fide Holder for at least six months, or 
  
 (2) the Trustee shall cease to be eligible under Section 909 or Section 310(a) of the Trust Indenture Act and shall fail to resign after
written request therefor by the Company, the Guarantor or by any such Holder, or 
  
 (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 
  
 then, in any such case, (x) the Company and the Guarantor by Board Resolutions may remove the Trustee with respect to all Securities or (y)
subject to Section 814, any Holder who has been a bona fide Holder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees. 
  
 (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause (other than as contemplated by clause (y) in subsection (d) or this Section), with respect to the
Securities of one or more series, the Company and the Guarantor, by Board Resolutions, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee
may be appointed with respect to the Securities of one or more or all of such series and that at any time (subject to Section 915) there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 911. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 911, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company and the Guarantor. If no successor Trustee with respect to
the Securities of any series shall have been so appointed by the Company and the Guarantor or the Holders and accepted appointment in the manner required by Section 911, any Holder who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
  

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 (f) So long as no event which is, or after notice or lapse of time, or both, would become, an Event of
Default shall have occurred and be continuing, and except with respect to a Trustee appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities pursuant to subsection (e) of this Section, if the Company and the
Guarantor shall have delivered to the Trustee (i) Board Resolutions of the Company and the Guarantor appointing a successor Trustee, effective as of a date specified therein, and (ii) an instrument of acceptance of such appointment, effective as of
such date, by such successor Trustee in accordance with Section 911, the Trustee shall be deemed to have resigned as contemplated in subsection (b) of this Section, the successor Trustee shall be deemed to have been appointed by the Company and the
Guarantor pursuant to subsection (e) of this Section and such appointment shall be deemed to have been accepted as contemplated in Section 911, all as of such date, and all other provisions of this Section and Section 911 shall be applicable to such
resignation, appointment and acceptance except to the extent inconsistent with this subsection (f). 
  
 (g) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such
series and the address of its Corporate Trust Office. 
  
 SECTION 911.
Acceptance of Appointment by Successor. 
  
 (a) In case of
the appointment hereunder of a successor Trustee with respect to the Securities of all series, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company, the Guarantor and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company, the Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to it, execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. 
  
 (b) In case of the appointment hereunder of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the Guarantor, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee and (3) shall add to or change any of the provisions 

  

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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, the Guarantor or any successor Trustee, such retiring Trustee, upon payment of all sums owed to it, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 
  
 (c) Upon request of any such successor Trustee, the Company and the Guarantor shall execute any instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred to in subsection (a) or (b) of this Section, as the case may be. 
  
 (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under
this Article. 
  
 SECTION 912. Merger, Conversion, Consolidation or Succession
to Business. 
  
 Any corporation into which the Trustee may
be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 
  
 SECTION 913. Preferential Collection of Claims Against Company. 
  
 If the Trustee shall be or become a creditor of the Company, the Guarantor or any other obligor upon the Securities (other than by reason of a
relationship described in Section 311(b) of the Trust Indenture Act), the Trustee shall be subject to any and all applicable provisions of the Trust Indenture Act regarding the collection of claims against the Company, the Guarantor or such other
obligor. For purposes of Section 311(b) of the Trust Indenture Act (a) the term “cash transaction” shall have the meaning provided in Rule 11b-4 under the Trust Indenture Act, and (b) the term “self-liquidating paper” shall have
the meaning provided in Rule 11b-6 under the Trust Indenture Act. 
  

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 SECTION 914. Appointment of Authenticating Agent. 
  
 The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities of one or more series, or any
Tranche thereof, which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series or Tranche issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section
306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and the Guarantor and shall at all times be a corporation organized and doing business under the laws of the
United States of America, any State or territory thereof or the District of Columbia or the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000
and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 
  
 Any corporation into which an Authenticating Agent may be merged or converted
or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of
an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent. 
  
 An Authenticating Agent may resign at
any time by giving written notice thereof to the Trustee, the Company and the Guarantor. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the Company and the
Guarantor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and the Guarantor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 
  
 Unless appointed at the request of the Company pursuant to the last paragraph of this Section 914, the Trustee agrees to pay
to each Authenticating Agent from time to time 

  

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reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with and
subject to the provisions of Section 907. 
  
 The provisions of
Sections 308, 904 and 905 shall be applicable to each Authenticating Agent. 
  
 If an appointment with respect to the Securities of one or more series, or any Tranche thereof, shall be made pursuant to this Section, the Securities of such series or Tranche may have endorsed thereon, in addition
to the Trustee’s certificate of authentication, an 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

		
	 By
	 	 
	 	 	As Authenticating Agent
		
	 By
	 	 
	 	 	Authorized Officer


  
 If all of the
Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such
series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section
and in accordance with such procedures as shall be acceptable to the Trustee, an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities. 
  
 SECTION 915. Co-trustee and Separate Trustees. 
  
 At any time or times, for the purpose of meeting the legal requirements of
any applicable jurisdiction, the Company, the Guarantor and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least 33% in principal amount of the Securities then Outstanding, the Company
and the Guarantor shall for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly with the
Trustee, or to act as separate trustee, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or
desirable, subject to the other provisions 

  

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of this Section. If the Company or the Guarantor does not join in such appointment within 15 days after the receipt by it of a request so to do, or if an
Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. 
  
 Should any written instrument or instruments from the Company or the Guarantor be required by any co-trustee or separate trustee to more fully confirm to
such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company or the Guarantor, as the case may be. 
  
 Every co-trustee or separate trustee shall, to the extent permitted by law,
but to such extent only, be appointed subject to the following conditions: 
  
 (a) the Securities shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee; 
  
 (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either
by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any
particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee. 

 
 (c) the Trustee at any time, by an instrument in writing executed by it,
with the concurrence of the Company and the Guarantor, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have
power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company or the Guarantor. Upon the written request of the Trustee, the Company and the Guarantor shall join with the Trustee in the
execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;

  
 (d) no co-trustee or separate trustee hereunder shall be
personally liable by reason of any act or omission of the Trustee, or any other such trustee hereunder, and the Trustee shall not be personally liable by reason of any act or omission of any such co-trustee or separate trustee; and 
  
 (e) any Act of Holders delivered to the Trustee shall be deemed to have been
delivered to each such co-trustee and separate trustee. 
  

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 ARTICLE TEN 
  
 Holders’ Lists and Reports by Trustee, Company and Guarantor 
  
 SECTION 1001. Lists of Holders. 
  
 Semiannually, not later than June 30 and December 31 in each year, and at
such other times as the Trustee may request in writing, the Company and the Guarantor shall furnish or cause to be furnished to the Trustee information as to the names and addresses of the Holders, and the Trustee shall preserve such information and
similar information received by it in any other capacity and afford to the Holders access to information so preserved by it, all to such extent, if any, and in such manner as shall be required by the Trust Indenture Act; provided, however, that no
such list need be furnished so long as the Trustee shall be the Security Registrar. 
  
 SECTION 1002. Reports by Trustee, Company and Guarantor. 
  
 The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the time and in the manner provided pursuant
thereto. Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted no later than November 15 in each calendar year with respect to the 12-month period ending on the preceding September 15 commencing
September 15, 200_. A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company and the Guarantor. The
Company and the Guarantor will notify the Trustee when any Securities are listed on any stock exchange. 
  
 The Company and the Guarantor shall file with the Trustee (within thirty (30) days after filing with the Commission in the case of reports that pursuant
to the Trust Indenture Act must be filed with the Commission and furnished to the Trustee) and transmit to the Holders, such other information, reports and other documents, if any, at such times and in such manner, as shall be required by the Trust
Indenture Act. 
  
 ARTICLE ELEVEN 
  
 Consolidation, Merger, Conveyance, or Other Transfer 
  
 SECTION 1101. Company or Guarantor May Consolidate, Etc., Only on Certain Terms.

  
 Neither the Company nor the Guarantor shall consolidate
with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless 
  
 (a) the Person formed by such consolidation or into which the Company or Guarantor, as the case may be, is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and assets of 

  

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the Company or the Guarantor, as the case may be, substantially as an entirety shall be a Person organized and existing under the laws of the United States,
any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and premium,
if any, and interest, if any, on all Outstanding Securities (or the Guarantees endorsed thereon, as the case may be) and the performance of every covenant of this Indenture on the part of the Company or the Guarantor, as the case may be, to be
performed or observed; 
  
 (b) immediately after
giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and 
  
 (c) the Company or the Guarantor, as the case may be, shall
have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or other transfer or lease and such indenture supplemental hereto complies with this Article and that all
conditions precedent herein provided for relating to such transactions have been complied with. 
  
 SECTION 1102. Successor Person Substituted. 
  
 Upon any consolidation by the Company or the Guarantor with or merger by the Company or the Guarantor into any other Person or any conveyance or other transfer or lease of the properties and assets of the Company or
the Guarantor substantially as an entirety in accordance with Section 1101, the successor Person formed by such consolidation or into which the Company or the Guarantor, as the case may be, is merged or the Person to which such conveyance, or other
transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the Guarantor, as the case may be, under this Indenture with the same effect as if such successor Person had been named as
the Company or the Guarantor, as the case may be, herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities Outstanding hereunder (or the
Guarantees endorsed thereon, as the case may be). 
  
 SECTION 1103. Limitation.

  
 Nothing in this Indenture shall be deemed to prevent or
restrict: 
  
 (a) any consolidation or merger
after the consummation of which the Company or the Guarantor would be the surviving or resulting entity, 
  
 (b) any consolidation of the Company with the Guarantor or any other Person all of the outstanding voting securities of which are owned,
directly or indirectly, by the Guarantor; or any merger of any of such Persons into any other of such Persons; or any conveyance or other transfer, or lease, of its properties substantially as an entirety by any thereof to any other thereof,

  

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 (c) any conveyance or other transfer, or lease, of any part of the properties of the
Company or the Guarantor which does not constitute the entirety, or substantially the entirety, thereof or 
  
 (d) the approval by the Company or the Guarantor of, or the consent by the Company or the Guarantor to, any consolidation or merger to
which any direct or indirect subsidiary or affiliate of the Company or the Guarantor, as the case requires, may be a party or any conveyance, transfer or lease by any such subsidiary or affiliate of any of its assets. 
  
 ARTICLE TWELVE 
  
 Supplemental Indentures 
  
 SECTION 1201. Supplemental Indentures Without Consent of Holders. 
  
 Without the consent of any Holders, the Company, the Guarantor 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: 
  
 (a) to evidence the succession of another Person to the Company or the Guarantor, as the case may be, and
the assumption by any such successor of the covenants of the Company or the Guarantor, as the case may be, herein and in the Securities or the Guarantees endorsed thereon, all as provided in Article Eleven; or 
  
 (b) to add one or more covenants of the Company or the
Guarantor or other provisions for the benefit of the Holders of all or any series of Securities, or any Tranche thereof or to surrender any right or power herein conferred upon the Company or the Guarantor (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 
  
 (c) to add any additional Events of Default with respect to all or any series of Securities Outstanding hereunder (and if such additional
Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or 
  
 (d) to change or eliminate any provision of this Indenture
or to add any new provision to this Indenture; provided, however, that if such change, elimination or addition shall adversely affect the interests of the Holders of Securities of any series or Tranche Outstanding on the date of such supplemental
indenture in any material respect, such change, elimination or addition shall become effective with respect to such series or Tranche only pursuant to the provisions of Section 1202 hereof or when no Security of such series or Tranche remains
Outstanding; or 
  

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 (e) to provide collateral security for the Securities of any series; or 
  
 (f) to establish the form or terms of Securities of any
series or Tranche or any Guarantees as contemplated by Sections 201 and 301; or 
  
 (g) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any,
thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any and all other matters incidental thereto; or

  
 (h) to evidence and provide for the
acceptance of appointment hereunder by a separate or successor Trustee or co-trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 911(b); or 
  
 (i) to provide for the procedures required to permit the Company to utilize, at its option, a non certificated system of registration for
all, or any series or Tranche of, the Securities; or 
  
 (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities, or any Tranche thereof, shall be payable, (2) all or any series of Securities, or any Tranche
thereof, may be surrendered for registration of transfer, (3) all or any series of Securities, or any Tranche thereof, may be surrendered for exchange and (4) notices and demands to or upon the Company or the Guarantor in respect of all or any
series of Securities, or any Tranche thereof, and this Indenture may be served; or 
  
 (k) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, or to make any other changes to the provisions hereof or to add other provisions with respect to matters or questions arising under this Indenture, provided that such other changes or additions shall not adversely affect the interests of the
Holders of Securities of any series or Tranche in any material respect. 
  
 Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended and 
  
 (x) if any such amendment shall require one or more changes
to any provisions hereof or the inclusion herein of any additional provisions, or shall by operation of law be deemed to effect such changes or incorporate such provisions by reference or otherwise, this Indenture shall be deemed to have been
amended so as to conform to such amendment to the Trust Indenture Act, and the Company, the Guarantor and the Trustee may, without the consent of any 

  

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Holders, enter into an indenture supplemental hereto to evidence such amendment hereof; or 
  
 (y) if any such amendment shall permit one or more changes to, or the elimination of, any provisions hereof
which, at the date of the execution and delivery hereof or at any time thereafter, are required by the Trust Indenture Act to be contained herein or are contained herein to reflect any provision of the Trust Indenture Act as in effect at such date,
this Indenture shall be deemed to have been amended to effect such changes or elimination, and the Company, the Guarantor and the Trustee may, without the consent of any Holders, enter into an indenture supplemental hereto to this Indenture to
effect such changes or elimination or evidence such amendment. 
  
 SECTION
1202. Supplemental Indentures With Consent of Holders. 
  
 Subject to the provisions of Section 1201, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series then Outstanding under this Indenture, considered as one class, by Act of
said Holders delivered to the Company, the Guarantor and the Trustee, the Company and the Guarantor, when authorized by Board Resolutions, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture; provided, however, that if there shall be Securities of more than one series Outstanding hereunder and if a proposed supplemental indenture shall
directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly
affected, considered as one class, shall be required; and provided, further, that if the Securities of any series shall have been issued in more than one Tranche and if the proposed supplemental indenture shall directly affect the rights of the
Holders of Securities of one or more, but less than all, of such Tranches, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all Tranches so directly affected, considered as one class,
shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of each series or Tranche so directly affected, 
  
 (a) change the Stated Maturity of the principal of, or any
installment of principal of or interest on (except as provided in Section 312 hereof), any Security (other than pursuant to the terms thereof), or reduce the principal amount thereof or the rate of interest thereon (or the amount of any installment
of interest thereon) or change the method of calculating such rate or reduce any premium payable upon the redemption thereof, or reduce the amount of the principal of a Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 802, or change the coin or currency (or other property), in which any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or 
  

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 (b) reduce the percentage in principal amount of the Outstanding Securities of any series
[(or, if applicable, in liquidation preference of any series of Preferred Securities)] or any Tranche thereof, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required
for any waiver of compliance with any provision of this Indenture or of any default hereunder and its consequences, or reduce the requirements of Section 1304 for quorum or voting, or 
  
 (c) modify any of the provisions of this Section, Section 606 or Section 813 with respect to the Securities
of any series or any Tranche thereof, except to increase the percentages in principal amount referred to in this Section or such other Sections or to provide that other provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in
this Section, or the deletion of this proviso, in accordance with the requirements of Sections 911(b) and 1201(h). 
  
 [Notwithstanding the foregoing, so long as any of the Preferred Securities remain outstanding, the Trustee may not consent to a supplemental indenture under this Section
1202 without the prior consent, obtained as provided in a Trust Agreement pertaining to a Trust which issued such Preferred Securities, of the holders of not less than a majority in aggregate liquidation preference of all Preferred Securities issued
by such Trust affected, considered as one class, or, in the case of changes described in clauses (a), (b) and (c) above, 100% in aggregate liquidation preference of all such Preferred Securities then outstanding which would be affected thereby,
considered as one class.] A supplemental indenture which (x) changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of the Holders of, or which is to remain in effect only so
long as there shall be Outstanding, Securities of one or more particular series, or one or more Tranches thereof, or (y) modifies the rights of the Holders of Securities of such series or Tranches with respect to such covenant or other provision,
shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or Tranche. 
  
 It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof. 
  
 SECTION 1203.
Execution of Supplemental Indentures. 
  
 In executing, or
accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 901) shall be
fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee’s own rights, duties, immunities or liabilities under this Indenture or otherwise. 
  

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 SECTION 1204. Effect of Supplemental Indentures. 
  
 Upon the execution of any supplemental indenture under this Article this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Any supplemental indenture
permitted by this Article may restate this Indenture in its entirety, and, upon the execution and delivery thereof, any such restatement shall supersede this Indenture as theretofore in effect for all purposes. 
  
 SECTION 1205. Conformity With Trust Indenture Act. 
  
 Every supplemental indenture executed pursuant to this Article shall conform
to the requirements of the Trust Indenture Act as then in effect. 
  
 SECTION
1206. Reference in Securities to Supplemental Indentures. 
  
 Securities of any series, or any Tranche thereof, authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the Company and the Guarantor shall so determine, new Securities of any series, or any Tranche thereof, so modified as to conform, in the opinion of the Trustee, the Company
and Guarantor, to any such supplemental indenture may be prepared and executed by the Company (with Guarantees of the Guarantor endorsed thereon), and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series
or Tranche. 
  
 SECTION 1207. Modification Without Supplemental Indenture.

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

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 ARTICLE THIRTEEN 
  
 Meetings of Holders; Action Without Meeting 
  
 SECTION 1301. Purposes for Which Meetings May Be Called. 
  
 A meeting of Holders of Securities of one or more, or all, series, or any Tranche or Tranches thereof, may be called at any
time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such
series or Tranches. 
  
 SECTION 1302. Call, Notice and Place of Meetings.

  
 (a) The Trustee may at any time call a meeting of Holders
of Securities of one or more, or all, series, or any Tranche or Tranches thereof, for any purpose specified in Section 1301, to be held at such time and at such place in the Borough of Manhattan, The City of New York, as the Trustee shall determine,
or, with the approval of the Company, at any other place. Notice of every such meeting, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided
in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the meeting. 
  
 (b) If the Trustee shall have been requested to call a meeting of the Holders of Securities of one or more, or all, series, or any Tranche or Tranches
thereof, by the Company, the Guarantor or by the Holders of 33% in aggregate principal amount of all of such series and Tranches, considered as one class, for any purpose specified in Section 1301, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein,
then the Company, the Guarantor or the Holders of Securities of such series and Tranches in the amount above specified, as the case may be, may determine the time and the place in the Borough of Manhattan, The City of New York, or in such other
place as shall be determined or approved by the Company or the Guarantor, for such meeting and may call such meeting for such purposes by giving notice thereof as provided in subsection (a) of this Section. 
  
 (c) Any meeting of Holders of Securities of one or more, or all, series, or
any Tranche or Tranches thereof, shall be valid without notice if the Holders of all Outstanding Securities of such series or Tranches are present in person or by proxy and if representatives of the Company, the Guarantor and the Trustee are
present, or if notice is waived in writing before or after the meeting by the Holders of all Outstanding Securities of such series, or by such of them as are not present at the meeting in person or by proxy, and by the Company, the Guarantor and the
Trustee. 
  
 SECTION 1303. Persons Entitled to Vote at Meetings.

  
 To be entitled to vote at any meeting of Holders of
Securities of one or more, or all, series, or any Tranche or Tranches thereof, a Person shall be (a) a Holder of one or more Outstanding Securities of such series or Tranches, or (b) a Person appointed by an instrument in 

  

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writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series or Tranches by such Holder or Holders. The only Persons who
shall be entitled to attend any meeting of Holders of Securities of any series or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the
Company and the Guarantor and their counsel. 
  
 SECTION 1304. Quorum; Action.

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

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

  
 (a) Attendance at meetings of Holders of Securities may
be in person or by proxy; and, to the extent permitted by law, any such proxy shall remain in effect and be binding upon any future Holder of the Securities with respect to which it was given unless and until specifically revoked by the Holder or
future Holder of such Securities before being voted. 
  
 (b)
Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities in regard to proof of the holding of such Securities and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall
deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section
104. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof. 
  
 (c) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the Company or the Guarantor or by Holders as provided in Section 1302(b), in which case the Company or the Guarantor or the Holders of Securities of the series and Tranches
calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in aggregate principal
amount of the Outstanding Securities of all series and Tranches represented at the meeting, considered as one class. 
  
 (d) At any meeting each Holder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as
a Holder of a Security or proxy. 
  
 (e) Any meeting duly called
pursuant to Section 1302 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of all series and Tranches represented at the meeting,
considered as one class; and the meeting may be held as so adjourned without further notice. 
  
 SECTION 1306. Counting Votes and Recording Action of Meetings. 
  
 The vote upon any resolution submitted to any meeting of Holders shall be by written ballots on which shall be subscribed the signatures of the Holders or
of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities, of the series and Tranches with respect to which the meeting shall have been called, 

  

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held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of the meeting their verified written reports of all votes cast at the meeting. A record, in duplicate, of the proceedings of each meeting of Holders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in Section 1302 and, if applicable, Section 1304. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters
therein stated. 
  
 SECTION 1307. Action Without Meeting. 
  
 In lieu of a vote of Holders at a meeting as hereinbefore contemplated in
this Article, any request, demand, authorization, direction, notice, consent, waiver or other action may be made, given or taken by Holders by written instruments as provided in Section 104. 
  
 ARTICLE FOURTEEN 
  
 Guarantee 
  
 SECTION 1401. Guarantee. 
  
 The Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee on behalf of
such Holder, the due and punctual payment of the principal of, and premium, if any, and interest [including any Additional Interest], if any, on the Securities of such series when and as the same shall become due and payable, whether at the Stated
Maturity, by declaration of acceleration, call for redemption, or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees
to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company.

  
 The Guarantor hereby agrees that its obligations hereunder
shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or this Indenture, any failure to enforce the provisions of such Security or this Indenture, or any
waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or
change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the 

  

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Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the
maturity thereof pursuant to Article Eight of this Indenture. 
  
 The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, filing of claims
with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and
covenants that this Guarantee will not be discharged in respect of any Security except by complete performance of the obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of payment and not of
collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or
otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first
proceeding against the Company. 
  
 The obligations of the
Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest on such Security has been, or has been deemed pursuant to the provisions of Article
Seven of this Indenture to have been, paid in full or otherwise discharged. 
  
 The Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Securities
pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and
premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. 
  
 This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or
reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by
law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security,
whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned
on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returned. 
  

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 SECTION 1402. Guarantee Subordinate to Senior Indebtedness of the Guarantor. 
  
 The Guarantor, for itself, its successors and assigns, covenants and agrees,
and each Holder of the Securities of each series, by its acceptance thereof, likewise covenants and agrees, that the payment under the Guarantee of the principal of and premium, if any, and interest [including any Additional Interest], if any, on
each and all of the Securities is hereby expressly subordinated and subject to the extent and in the manner set forth in this Article, in right of payment to the prior payment in full of all Senior Indebtedness of the Guarantor. 
  
 Each Holder of the Securities of each series, by its acceptance thereof,
authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article, and appoints the Trustee its attorney-in-fact for any and all such purposes.

  
 SECTION 1403. Payment Over of Proceeds of Securities. 
  
 In the event (a) of any insolvency or bankruptcy proceedings or any
receivership, liquidation, reorganization or other similar proceedings in respect of the Guarantor or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Guarantor, whether or not
involving insolvency or bankruptcy, or (b) subject to the provisions of Section 1404, that (i) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Senior
Indebtedness of the Guarantor, or (ii) there shall have occurred a default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness of the Guarantor, as defined
therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such default shall have continued beyond the period of grace,
if any, in respect thereof, and, in the cases of subclauses (i) and (ii) of this clause (b), such default shall not have been cured or waived or shall not have ceased to exist, or (c) that the principal of and accrued interest on the Securities of
any series shall have been declared due and payable pursuant to Section 801 and such declaration shall not have been rescinded and annulled as provided in Section 802, then: 
  
 (1) the holders of all Senior Indebtedness of the Guarantor shall first be entitled to receive payment of
the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Securities are entitled to receive a payment on account of the Guarantee of the principal of or interest on the
indebtedness evidenced by the Securities, including, without limitation, any payments made pursuant to Articles Four and Five; 
  
 (2) any payment by, or distribution of assets of, the Guarantor of any kind or character, whether in cash, property or securities, to
which any Holder or the Trustee would be entitled except for the provisions of this Article, shall be paid or delivered by the Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or
otherwise, directly to the holders of such Senior Indebtedness of 

  

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the Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such
Senior Indebtedness of the Guarantor may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness of the Guarantor held or represented by each, to the extent necessary to make payment in
full of all Senior Indebtedness of the Guarantor remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness of the Guarantor, before any payment or distribution
is made to the Holders of the indebtedness evidenced by the Securities or to the Trustee under the Guarantee and this Indenture; and 
  
 (3) in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Guarantor of any kind or
character, whether in cash, property or securities, in respect of principal of or interest on the Securities or in connection with any repurchase by the Guarantor of the Securities, shall be received by the Trustee or any Holder before all Senior
Indebtedness of the Guarantor is paid in full, or provision is made for such payment in money or money’s worth, such payment or distribution in respect of principal of or interest on the Securities or in connection with any repurchase by the
Guarantor of the Securities shall be paid over to the holders of such Senior Indebtedness of the Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any such
Senior Indebtedness of the Guarantor may have been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness of the Guarantor remaining unpaid until all such Senior Indebtedness of the Guarantor shall have been paid in
full, after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness of the Guarantor. 
  
 Notwithstanding the foregoing, at any time after the 123rd day following the date of deposit of cash or Eligible Obligations pursuant to Section 701 or
702 (provided all conditions set out in such Section shall have been satisfied), the funds so deposited and any interest thereon will not be subject to any rights of holders of Senior Indebtedness of the Guarantor including, without limitation,
those arising under this Article Fourteen; provided that no event described in clauses (e) and (f) of Section 801 with respect to the Guarantor has occurred during such 123-day period. 
  
 For purposes of this Article only, the words “cash, property or securities” shall not be deemed to include shares
of stock of the Guarantor as reorganized or readjusted, or securities of the Guarantor or any other corporation provided for by a plan or reorganization or readjustment which are subordinate in right of payment to all Senior Indebtedness of the
Guarantor which may at the time be outstanding to the same extent as, or to a greater extent than, the Guarantee of the Securities are so subordinated as provided in this Article. The consolidation of the Guarantor with, or the merger of the
Guarantor into, another corporation or the liquidation or dissolution of the Guarantor following the conveyance or transfer of its property as an 

  

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entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eleven hereof shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this Section 1403 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eleven
hereof. Nothing in Section 1402 or in this Section 1403 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 907. 
  
 SECTION 1404. Disputes with Holders of Certain Senior Indebtedness of the Guarantor. 
  
 Any failure by the Guarantor to make any payment on or perform any other obligation in respect of Senior Indebtedness of the
Guarantor, other than any indebtedness incurred by the Guarantor or assumed or guaranteed, directly or indirectly, by the Guarantor for money borrowed (or any deferral, renewal, extension or refunding thereof) or any other obligation as to which the
provisions of this Section shall have been waived by the Guarantor in the instrument or instruments by which the Guarantor incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be deemed a default under clause
(b) of Section 1403 if (i) the Guarantor shall be disputing its obligation to make such payment or perform such obligation and (ii) either (A) no final judgment relating to such dispute shall have been issued against the Guarantor which is in full
force and effect and is not subject to further review, including a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or review, or (B) in the event that a judgment that is subject to
further review or appeal has been issued, the Guarantor shall in good faith be prosecuting an appeal or other proceeding for review and a stay or execution shall have been obtained pending such appeal or review. 
  
 SECTION 1405. Subrogation. 
  
 Senior Indebtedness of the Guarantor shall not be deemed to have been paid
in full unless the holders thereof shall have received cash (or securities or other property satisfactory to such holders) in full payment of such Senior Indebtedness of the Guarantor then outstanding. Upon the payment in full of all Senior
Indebtedness of the Guarantor, the rights of the Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Guarantor to receive any further payments or distributions of cash, property or securities of
the Guarantor applicable to the holders of the Senior Indebtedness of the Guarantor until all amounts owing on the Securities shall be paid in full; and such payments or distributions of cash, property or securities received by the Holders of the
Securities, by reason of such subrogation, which otherwise would be paid or distributed to the holders of such Senior Indebtedness of the Guarantor shall, as between the Guarantor, its creditors other than the holders of Senior Indebtedness of the
Guarantor, and the Holders, be deemed to be a payment by the Guarantor to or on account of Senior Indebtedness of the Guarantor, it being understood that the provisions of this Article are and are intended solely for the purpose of defining the
relative rights of the Holders, on the one hand, and the holders of the Senior Indebtedness of the Guarantor, on the other hand. 
  

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 SECTION 1406. Obligation of the Guarantor Unconditional. 
  
 Nothing contained in this Article or elsewhere in this Indenture or in the
Guarantee is intended to or shall impair, as among the Guarantor, its creditors other than the holders of Senior Indebtedness of the Guarantor and the Holders, the obligation of the Guarantor, which is absolute and unconditional, to pay to the
Holders, pursuant to the terms of the Guarantee, the principal of and interest on the Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders
and creditors of the Guarantor other than the holders of Senior Indebtedness of the Guarantor, nor shall anything herein or therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness of the Guarantor in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. 
  
 Upon any payment or distribution of assets or securities of the Guarantor
referred to in this Article, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending for the
purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness of the Guarantor and other indebtedness of the Guarantor, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon, and all other facts pertinent thereto or to this Article. 
  
 The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Guarantor (or a representative of such holder or a trustee
under any indenture under which any instruments evidencing any such Senior Indebtedness of the Guarantor may have been issued) to establish that such notice has been given by a holder of such Senior Indebtedness of the Guarantor or such
representative or trustee on behalf of such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Guarantor to participate
in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of the Guarantor held by such Person, the extent
to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the right of such Person under this Article, and, if such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such payment or distribution. 
  
 SECTION 1407. Priority of Senior Indebtedness of the Guarantor Upon Maturity. 
  
 Upon the maturity of the principal of any Senior Indebtedness of the Guarantor by lapse of time, acceleration or otherwise, all matured principal of
Senior Indebtedness of the Guarantor and interest and premium, if any, thereon shall first be paid in full before any payment of principal or premium, if any, or interest, if any, is made upon the Securities under the Guarantee. 
  

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 SECTION 1408. Trustee as Holder of Senior Indebtedness of the Guarantor. 
  
 The Trustee shall be entitled to all rights set forth in this Article with
respect to any Senior Indebtedness of the Guarantor at any time held by it, to the same extent as any other holder of Senior Indebtedness of the Guarantor. Nothing in this Article shall deprive the Trustee of any of its rights as such holder.

  
 SECTION 1409. Notice to Trustee to Effectuate Subordination.

  
 Notwithstanding the provisions of this Article or any
other provision of the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of moneys to or by the Trustee unless and until the Trustee shall have received written
notice thereof from the Guarantor, from a Holder or from a holder of any Senior Indebtedness of the Guarantor or from any representative or representatives of such holder or any trustee or trustees under any indenture under which any instruments
evidencing any such Senior Indebtedness of the Guarantor may have been issued and, prior to the receipt of any such written notice, the Trustee shall be entitled, subject to Section 901, in all respects to assume that no such facts exist; provided,
however, that, if prior to the fifth Business Day preceding the date upon which by the terms hereof any such moneys may become payable for any purpose, or in the event of the execution of an instrument pursuant to Section 701 or 702 acknowledging
that Securities or portions thereof are deemed to have been paid for all purposes of this Indenture, acknowledging that the entire indebtedness of the Company in respect thereof has been satisfied and discharged or acknowledging satisfaction and
discharge of this Indenture, then if prior to the second Business Day preceding the date of such execution, the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to
the contrary notwithstanding, the Trustee may, in its discretion, receive such moneys and/or apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary, which may be received by it on or after
such date; provided, however, that no such application shall affect the obligations under this Article of the Persons receiving such moneys from the Trustee. 
  
 SECTION 1410. Modification, Extension, etc. of Senior Indebtedness of the Guarantor. 
  
 The holders of Senior Indebtedness of the Guarantor may, without affecting in any manner the subordination of the payment of
the principal of and premium, if any, and interest, if any, on the Securities under the Guarantee, at any time or from time to time and in their absolute discretion, agree with the Guarantor to change the manner, place or terms of payment, change or
extend the time of payment of, or renew or alter, any Senior Indebtedness of the Guarantor, or amend or supplement any instrument pursuant to which any Senior Indebtedness of the Guarantor is issued, or exercise or refrain from exercising any other
of their rights under the Senior Indebtedness of the Guarantor including, without limitation, the waiver of default thereunder, all without notice to or assent from the Holders or the Trustee. 
  

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 SECTION 1411. Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness of the Guarantor. 
  
 With respect to the holders of Senior Indebtedness of the Guarantor, the
Trustee undertakes to perform or to observe only such of its covenants and objectives as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to the holders of Senior Indebtedness of the Guarantor shall
be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Guarantor, and shall not be liable to any such holders if it shall mistakenly pay over or deliver
to the Holders or the Guarantor or any other Person, money or assets to which any holders of Senior Indebtedness of the Guarantor shall be entitled by virtue of this Article or otherwise. 
  
 SECTION 1412. Paying Agents Other Than the Trustee. 
  
 In case at any time any Paying Agent other than the Trustee shall have been appointed by the Guarantor and be then acting
hereunder, the term “Trustee” as used in this Article shall in such case (unless the context shall otherwise require) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as
if such Paying Agent were named in this Article in addition to or in place of the Trustee; provided, however, that Sections 1408, 1409 and 1411 shall not apply to the Guarantor if it acts as Paying Agent. 
  
 SECTION 1413. Rights of Holders of Senior Indebtedness of the Guarantor Not Impaired.

  
 No right of any present or future holder of Senior
Indebtedness of the Guarantor to enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Guarantor or by any noncompliance by the Guarantor with the terms, provisions
and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. 
  
 SECTION 1414. Effect of Subordination Provisions; Termination. 
  
 Notwithstanding anything contained herein to the contrary, other than as provided in the immediately succeeding sentence, all the provisions of this
Indenture shall be subject to the provisions of this Article, so far as the same may be applicable thereto. 
  
 Notwithstanding anything contained herein to the contrary, the provisions of this Article Fourteen shall be of no further effect, and the Guarantee shall
no longer be subordinated in right of payment to the prior payment of Senior Indebtedness of the Guarantor, if the Guarantor shall have delivered to the Trustee a notice to such effect. Any such notice delivered by the Guarantor shall not be deemed
to be a supplemental indenture for purposes of Article Twelve. 
  

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 SECTION 1415. Execution and Delivery of Guarantee. 
  
 The Guarantee to be endorsed on the Securities of each series shall include the terms of the Guarantee set forth in this
Article Fourteen and any other terms that may be set forth as established pursuant to Section 301. The Guarantor hereby agrees to execute its Guarantee, in a form established pursuant to Section 201, to be endorsed on each Security authenticated and
delivered by the Trustee. 
  
 The Guarantee shall be executed on
behalf of the Guarantor by an Authorized Officer of the Guarantor. The signature of any such officer on the Guarantee may be manual or facsimile. 
  
 A Guarantee bearing the manual or facsimile signature of an individual who was at the time of execution an Authorized Officer of the Guarantor shall bind
the Guarantor, notwithstanding that any such individual has ceased to be an Authorized Officer prior to the authentication and delivery of the Security on which such Guarantee is endorsed or was not an Authorized Officer at the date of such
Guarantee. 
  
 The delivery of any Security by the Trustee, after
the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the Guarantor. The Guarantor hereby agrees that its Guarantee set forth in this Article Fourteen shall remain in full force and effect
notwithstanding any failure to endorse a Guarantee on any Security. The Guarantor by its execution of this Indenture hereby authorizes the Company, in the name and on behalf of the Guarantor, to confirm the applicable Guarantee to the Holder of each
Security authenticated and delivered hereunder by its execution and delivery of each such Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee. 
  
 ARTICLE FIFTEEN 
  
 Subordination of Securities 
  
 SECTION 1501. Securities Subordinate to Senior Indebtedness of the Company. 
  
 The Company, for itself, its successors and assigns, covenants and agrees, and each Holder of the Securities of each series,
by its acceptance thereof, likewise covenants and agrees, that the payment of the principal of and premium, if any, and interest, if any, on each and all of the Securities is hereby expressly subordinated and subject to the extent and in the manner
set forth in this Article, in right of payment to the prior payment in full of all Senior Indebtedness of the Company. 
  
 Each Holder of the Securities of each series, by its acceptance thereof, authorizes and directs the Trustee on its behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this Article, and appoints the Trustee its attorney-in-fact for any and all such purposes. 
  

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 SECTION 1502. Payment Over of Proceeds of Securities. 
  
 In the event (a) of any insolvency or bankruptcy proceedings or any
receivership, liquidation, reorganization or other similar proceedings in respect of the Company or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Company, whether or not involving
insolvency or bankruptcy, or (b) subject to the provisions of Section 1503, that (i) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Senior Indebtedness of the
Company, or (ii) there shall have occurred a default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness of the Company, as defined therein or in the
instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such default shall have continued beyond the period of grace, if any, in respect
thereof, and, in the cases of subclauses (i) and (ii) of this clause (b), such default shall not have been cured or waived or shall not have ceased to exist, or (c) that the principal of and accrued interest on the Securities of any series shall
have been declared due and payable pursuant to Section 801 and such declaration shall not have been rescinded and annulled as provided in Section 802, then: 
  
 (1) the holders of all Senior Indebtedness of the Company shall first be entitled to receive payment of the full amount due thereon, or
provision shall be made for such payment in money or money’s worth, before the Holders of any of the Securities are entitled to receive a payment on account of the principal of or interest on the indebtedness evidenced by the Securities,
including, without limitation, any payments made pursuant to Articles Four and Five; 
  
 (2) any payment by, or distribution of assets of, the Company of any kind or character, whether in cash, property or securities, to which
any Holder or the Trustee would be entitled except for the provisions of this Article, shall be paid or delivered by the Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise,
directly to the holders of such Senior Indebtedness of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Company may
have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness of the Company held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness of the
Company remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness of the Company, before any payment or distribution is made to the Holders of the indebtedness
evidenced by the Securities or to the Trustee under this Indenture; and 
  
 (3) in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Company of any kind or 

  

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character, whether in cash, property or securities, in respect of principal of or interest on the Securities or in connection with any repurchase by the
Company of the Securities, shall be received by the Trustee or any Holder before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money or money’s worth, such payment or distribution in respect of
principal of or interest on the Securities or in connection with any repurchase by the Company of the Securities shall be paid over to the holders of such Senior Indebtedness of the Company or their representative or representatives or to the
trustee or trustees under any indenture under which any instruments evidencing any such Senior Indebtedness of the Company may have been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness of the Company remaining
unpaid until all such Senior Indebtedness of the Company shall have been paid in full, after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness of the Company. 
  
 Notwithstanding the foregoing, at any time after the 123rd day following the
date of deposit of cash or Eligible Obligations pursuant to Section 701 or 702 (provided all conditions set out in such Section shall have been satisfied), the funds so deposited and any interest thereon will not be subject to any rights of holders
of Senior Indebtedness of the Company including, without limitation, those arising under this Article Fifteen; provided that no event described in clauses (e) and (f) of Section 801 with respect to the Company has occurred during such 123-day
period. 
  
 For purposes of this Article only, the words
“cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment which
are subordinate in right of payment to all Senior Indebtedness of the Company which may at the time be outstanding to the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation
of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation
upon the terms and conditions provided for in Article Eleven hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 1502 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article Eleven hereof. Nothing in Section 1501 or in this Section 1502 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 907. 
  
 SECTION 1503. Disputes with Holders of Certain Senior Indebtedness of the Company.

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

  

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the instrument or instruments by which the Company incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be deemed a
default under clause (b) of Section 1502 if (i) the Company shall be disputing its obligation to make such payment or perform such obligation and (ii) either (A) no final judgment relating to such dispute shall have been issued against the Company
which is in full force and effect and is not subject to further review, including a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or review, or (B) in the event that a judgment
that is subject to further review or appeal has been issued, the Company shall in good faith be prosecuting an appeal or other proceeding for review and a stay or execution shall have been obtained pending such appeal or review. 
  
 SECTION 1504. Subrogation. 
  
 Senior Indebtedness of the Company shall not be deemed to have been paid in
full unless the holders thereof shall have received cash (or securities or other property satisfactory to such holders) in full payment of such Senior Indebtedness of the Company then outstanding. Upon the payment in full of all Senior Indebtedness
of the Company, the rights of the Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive any further payments or distributions of cash, property or securities of the Company
applicable to the holders of the Senior Indebtedness of the Company until all amounts owing on the Securities shall be paid in full; and such payments or distributions of cash, property or securities received by the Holders of the Securities, by
reason of such subrogation, which otherwise would be paid or distributed to the holders of such Senior Indebtedness of the Company shall, as between the Company, its creditors other than the holders of Senior Indebtedness of the Company, and the
Holders, be deemed to be a payment by the Company to or on account of Senior Indebtedness of the Company, it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the
Holders, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand. 
  
 SECTION 1505. Obligation of the Company Unconditional. 
  
 Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than the holders of Senior Indebtedness of the Company
and the Holders, the obligation of the Company, which is absolute and unconditional, to pay to the Holders the principal of and interest on the Securities as and when the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders and creditors of the Company other than the holders of Senior Indebtedness of the Company, nor shall anything herein or therein prevent the Trustee or any Holder from exercising all
remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company
received upon the exercise of any such remedy. 
  
 Upon any
payment or distribution of assets or securities of the Company referred to in this Article, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up,
liquidation or 

  

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reorganization proceedings are pending for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior
Indebtedness of the Company and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon, and all other facts pertinent thereto or to this Article. 
  
 The Trustee shall be entitled to rely on the delivery to it of a written
notice by a Person representing himself to be a holder of Senior Indebtedness of the Company (or a representative of such holder or a trustee under any indenture under which any instruments evidencing any such Senior Indebtedness of the Company may
have been issued) to establish that such notice has been given by a holder of such Senior Indebtedness of the Company or such representative or trustee on behalf of such holder. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of the Company held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the right
of such Person under this Article, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment or distribution. 
  
 SECTION 1506. Priority of Senior Indebtedness of the Company Upon Maturity.

  
 Upon the maturity of the principal of any Senior
Indebtedness of the Company by lapse of time, acceleration or otherwise, all matured principal of Senior Indebtedness of the Company and interest and premium, if any, thereon shall first be paid in full before any payment of principal or premium, if
any, or interest, if any, is made upon the Securities or before any Securities can be acquired by the Company or any sinking fund payment is made with respect to the Securities (except that required sinking fund payments may be reduced by Securities
acquired before such maturity of such Senior Indebtedness of the Company). 
  
 SECTION 1507. Trustee as Holder of Senior Indebtedness of the Company. 
  
 The Trustee shall be entitled to all rights set forth in this Article with respect to any Senior Indebtedness of the Company at any time held by it, to the same extent as any other holder of Senior Indebtedness of the
Company. Nothing in this Article shall deprive the Trustee of any of its rights as such holder. 
  
 SECTION 1508. Notice to Trustee to Effectuate Subordination. 
  
 Notwithstanding the provisions of this Article or any other provision of the Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts which would prohibit the making of any payment of moneys to or by the Trustee unless and until the Trustee shall have received written notice thereof from the Company, from a Holder or from a holder of any Senior Indebtedness of the
Company or from any representative or representatives of such holder or any trustee or trustees under any indenture under which any instruments evidencing any such Senior Indebtedness of the Company may have been issued and, prior to the receipt of
any such written notice, the Trustee shall be entitled, subject to Section 901, in all 

  

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respects to assume that no such facts exist; provided, however, that, if prior to the fifth Business Day preceding the date upon which by the terms hereof
any such moneys may become payable for any purpose, or in the event of the execution of an instrument pursuant to Section 701 or 702 acknowledging that Securities or portions thereof are deemed to have been paid for all purposes of this Indenture,
acknowledging that the entire indebtedness of the Company in respect thereof has been satisfied and discharged or acknowledging satisfaction and discharge of this Indenture, then if prior to the second Business Day preceding the date of such
execution, the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee may, in its discretion, receive such moneys and/or apply
the same to the purpose for which they were received, and shall not be affected by any notice to the contrary, which may be received by it on or after such date; provided, however, that no such application shall affect the obligations under this
Article of the persons receiving such moneys from the Trustee. 
  
 SECTION
1509. Modification, Extension, etc. of Senior Indebtedness of the Company. 
  
 The holders of Senior Indebtedness of the Company may, without affecting in any manner the subordination of the payment of the principal of and premium, if any, and interest, if any, on the Securities, at any time or
from time to time and in their absolute discretion, agree with the Company to change the manner, place or terms of payment, change or extend the time of payment of, or renew or alter, any Senior Indebtedness of the Company, or amend or supplement
any instrument pursuant to which any Senior Indebtedness of the Company is issued, or exercise or refrain from exercising any other of their rights under the Senior Indebtedness of the Company including, without limitation, the waiver of default
thereunder, all without notice to or assent from the Holders or the Trustee. 
  
 SECTION 1510. Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness of the Company. 
  
 With respect to the holders of Senior Indebtedness of the Company, the Trustee undertakes to perform or to observe only such of its covenants and
objectives as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to the holders of Senior Indebtedness of the Company shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Company, and shall not be liable to any such holders if it shall mistakenly pay over or deliver to the Holders or the Company or any other Person, money or assets to which
any holders of Senior Indebtedness of the Company shall be entitled by virtue of this Article or otherwise. 
  
 SECTION 1511. Paying Agents Other Than the Trustee. 
  
 In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the
context shall otherwise require) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee;
provided, however, that Sections 1507, 1508 and 1510 shall not apply to the Company if it acts as Paying Agent. 
  

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 SECTION 1512. Rights of Holders of Senior Indebtedness of the Company Not Impaired. 
  
 No right of any present or future holder of Senior Indebtedness of the
Company to enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. 
  
 SECTION 1513. Effect of Subordination Provisions; Termination. 
  
 Notwithstanding anything contained herein to the contrary, other than as provided in the immediately succeeding sentence, all the provisions of this
Indenture shall be subject to the provisions of this Article, so far as the same may be applicable thereto. 
  
 Notwithstanding anything contained herein to the contrary, the provisions of this Article Fifteen shall be of no further effect, and the Securities shall
no longer be subordinated in right of payment to the prior payment of Senior Indebtedness of the Company, if the Company shall have delivered to the Trustee a notice to such effect. Any such notice delivered by the Company shall not be deemed to be
a supplemental indenture for purposes of Article Twelve. 
  
 ARTICLE SIXTEEN 
  
 Immunity of Incorporators,
Stockholders, Officers and Directors 
  
 SECTION 1601. Liability Solely
Corporate. 
  
 No recourse shall be had for the payment of
the principal of or premium, if any, or interest, if any, on any Securities, any Guarantees or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation,
covenant or agreement under this Indenture, against any incorporator, stockholder, officer or director, as such, past, present or future of the Company or the Guarantor or of any predecessor or successor of either of them (either directly or through
the Company or the Guarantor, as the case may be, or a predecessor or successor of either of them), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly agreed and understood that this Indenture and all the Securities and Guarantees are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or
director, past, present or future, of the Company or of the Guarantor or of any predecessor or successor corporation, either directly or indirectly through the Company or the Guarantor or any predecessor or successor of either of them, because of
the indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or Guarantees or to be implied herefrom or therefrom, and that any such personal
liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of this Indenture and the issuance of the Securities and the Guarantees. 
  

  

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 This instrument may be executed in any number of counterparts, each of which so executed shall be deemed
to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written. 
  

									
	 	 	 	 	 PPL CAPITAL FUNDING, INC.

					
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 	 	 Title:

				
	 [SEAL]
	 	 	 	 	 	 
				
	 ATTEST:
	 	 	 	 	 	 
				
	 	 	 	 	 	 	 

  

									
	 	 	 	 	 PPL CORPORATION

					
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 	 	 Title:

				
	 [SEAL]
	 	 	 	 	 	 
				
	 ATTEST:
	 	 	 	 	 	 
				
	 	 	 	 	 	 	 

  

									
	 	 	 	 	 JPMORGAN CHASE BANK,
as Trustee

					
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 	 	 Title:

				
	 [SEAL]
	 	 	 	 	 	 
				
	 ATTEST:
	 	 	 	 	 	 
				
	 	 	 	 	 	 	 

  

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