Indenture



 Exhibit 4.1.1 
 CONFORMED COPY 
  

 THE LIMITED, INC. 
 And 
 THE BANK OF NEW YORK, 
 Trustee 
  

 Indenture 
 Dated as of March 15, 1988 
  

 Debt Securities 
  








 This Cross Reference Sheet, showing the location in the Indenture of the provisions inserted pursuant to
Section 310-318(a), inclusive, of the Trust Indenture Act of 1939, is not to be considered a part of the Indenture. 
 TRUST INDENTURE
ACT CROSS REFERENCE SHEET 
  

			
	 Sections of Trust Indenture
Act
	  	 Sections of
Indenture

	 310(a)(1)
	  	1005
	 310(a)(2)
	  	1005
	 310(a)(3)
	  	Not Applicable
	 310(a)(4)
	  	Not Applicable
	 310(b)
	  	1006
	 310(c)
	  	Not Applicable
	 311
	  	1009
	 312
	  	903
	 313
	  	901
	 314(a)
	  	902
	 314(b)
	  	Not Applicable
	 314(c)
	  	1403
	 314(d)
	  	Not Applicable
	 314(e)
	  	1403
	 315(a)
	  	1002(a)
	 315(b)
	  	1003
	 315(c)
	  	1002
	 315(d)
	  	1002
	 315(e)
	  	608
	 316(a)
	  	606 and 703
	 316(b)
	  	607
	 317(a)
	  	603 and 604
	 317(b)
	  	503
	 318(a)
	  	1404








 TABLE OF CONTENTS* 
  

					
	 	  	Page
	Parties	  	1
		
	Recitals	  	1
	ARTICLE ONE	  	
		
	DEFINITIONS	  	
			
	SECTION 101.	  	Definitions	  	2
			
		  	Affiliate; control	  	2
		  	Board of Directors	  	2
		  	Board Resolution	  	2
		  	Business Day	  	3
		  	Commission	  	3
		  	Company	  	3
		  	Company Request; Company Order	  	3
		  	Components	  	3
		  	Conversion Date	  	3
		  	Corporate Trust Office	  	3
		  	corporation	  	4
		  	Debt Securities	  	4
		  	Defaulted Interest	  	4
		  	Depositary	  	4
		  	Dollar	  	4
		  	ECU	  	4
		  	European Communities	  	4
		  	Event of Default	  	4
		  	Exchange Rate	  	4
		  	Exchange Rate Officer’s Certificate	  	5
		  	Foreign Currency	  	6
		  	Global Security	  	6
		  	Government Obligations	  	6
		  	Governmental Authority	  	6
		  	Holder	  	6
		  	Indebtedness	  	6
		  	Indenture	  	6
		  	interest	  	6
		  	Interest Payment Date	  	7
		  	Mandatory Sinking Fund Payment	  	7
		  	Maturity	  	7
		  	Officers’ Certificate	  	7



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









					
	 	  	 	  	Page
		  	Opinion of Counsel	  	7
		  	Optional Sinking Fund Payment	  	7
		  	Original Issue Discount Security	  	7
		  	Outstanding	  	7
		  	Paying Agent	  	8
		  	Person	  	8
		  	Place of Payment	  	8
		  	Predecessor Security	  	8
		  	Redemption Date	  	8
		  	Redemption Price	  	8
		  	Regular Record Date	  	8
		  	Responsible Officer	  	8
		  	Security Register; Security Registrar	  	9
		  	Significant Subsidiary	  	9
		  	Special Record Date	  	9
		  	Stated Maturity	  	9
		  	Subsidiary	  	9
		  	Trustee	  	9
		  	Trust Indenture Act	  	9
		  	United States	  	9
		  	Voting Stock	  	9
		
	ARTICLE TWO	  	
		
	DEBT SECURITY FORMS	  	
			
	SECTION 201.	  	Forms Generally	  	10
			
	SECTION 202.	  	Forms of Debt Securities	  	10
			
	SECTION 203.	  	Form of Trustee’s Certificate of Authentication	  	10
		
	ARTICLE THREE	  	
		
	THE DEBT SECURITIES	  	
			
	SECTION 301.	  	Amount Unlimited; Issuable in Series	  	11
			
	SECTION 302.	  	Denominations	  	13
			
	SECTION 303.	  	Execution, Authentication, Delivery and Dating	  	13
			
	SECTION 304.	  	Temporary Debt Securities	  	16

  

 ii 









					
	 	  	 	  	Page
	SECTION 305.	  	Registration, Transfer and Exchange	  	17
			
	SECTION 306.	  	Mutilated, Destroyed, Lost and Stolen Debt Securities	  	20
			
	SECTION 307.	  	Payment of Interest; Interest Rights Preserved	  	20
			
	SECTION 308.	  	Persons Deemed Owners	  	22
			
	SECTION 309.	  	Cancellation	  	22
			
	SECTION 310.	  	Computation of Interest	  	23
			
	SECTION 311.	  	Payment in Currencies	  	23
		
	ARTICLE FOUR	  	
		
	REDEMPTION OF DEBT SECURITIES; SINKING FUND	  	
			
	SECTION 401.	  	Applicability of Right of Redemption	  	27
			
	SECTION 402.	  	Notice of Redemption	  	27
			
	SECTION 403.	  	Selection of Debt Securities on Partial Redemption	  	28
			
	SECTION 404.	  	Deposit of Redemption Price	  	28
			
	SECTION 405.	  	Debt Securities Payable on Redemption Date	  	28
			
	SECTION 406.	  	Debt Securities Redeemed in Part	  	29
			
	SECTION 407.	  	Applicability of Sinking Fund	  	29
			
	SECTION 408.	  	Mandatory and Optional Sinking Funds	  	30
			
	SECTION 409.	  	Application of Sinking Fund Payments	  	31
		
	ARTICLE FIVE	  	
		
	PARTICULAR COVENANTS OF THE COMPANY	  	
			
	SECTION 501.	  	To Pay Principal, Premium, If Any, and Interest	  	32
			
	SECTION 502.	  	To Maintain Offices or Agencies	  	32

  

 iii 









					
	 	  	 	  	Page
	SECTION 503.	  	Money for Debt Security Payments To Be Held in Trust	  	32
			
	SECTION 504.	  	Restrictions on Liens Upon Voting Stock of Significant Subsidiaries	  	34
			
	SECTION 505.	  	Restrictions on Consolidation, Merger, Sale, Etc	  	35
			
	SECTION 506.	  	Annual Statement Concerning Compliance With Covenants	  	36
			
	SECTION 507.	  	Compliance With Covenants and Conditions May Be Waived By Holders of Debt Securities	  	36
		
	ARTICLE SIX	  	
		
	REMEDIES	  	
			
	SECTION 601.	  	Events of Default	  	37
			
	SECTION 602.	  	Acceleration of Maturity on Default; Waiver	  	38
			
	SECTION 603.	  	Collection of Amounts Due and Suits for Enforcement by Trustee	  	39
			
	SECTION 604.	  	Trustee Appointed Attorney-in-Fact for Holders to File Claims	  	40
			
	SECTION 605.	  	Application of Moneys Collected by Trustee	  	41
			
	SECTION 606.	  	Holders May Direct Proceedings and Waive Defaults	  	42
			
	SECTION 607.	  	Limitations on Right of Holders to Institute Proceedings	  	42
			
	SECTION 608.	  	Assessment of Costs and Attorneys’ Fees in Legal Proceedings	  	43
			
	SECTION 609.	  	Rights and Remedies Cumulative	  	44

  

 iv 









					
	 	  	 	  	Page
	ARTICLE SEVEN	  	
		
	ACTIONS BY HOLDERS	  	
			
	SECTION 701.	  	Actions By Holders	  	44
			
	SECTION 702.	  	Instruments	  	45
			
	SECTION 703.	  	Determining Principal Amount of Outstanding Debt Securities	  	45
			
	SECTION 704.	  	Revocation by Holders of Consents to Action	  	46
		
	ARTICLE EIGHT	  	
		
	MEETINGS OF HOLDERS OF DEBT SECURITIES	  	
			
	SECTION 801.	  	Purposes of Meetings	  	46
			
	SECTION 802.	  	Call of Meetings by Trustee	  	47
			
	SECTION 803.	  	Call of Meetings by Company or Holders	  	47
			
	SECTION 804.	  	Qualifications For Voting	  	47
			
	SECTION 805.	  	Regulation of Meetings	  	48
			
	SECTION 806.	  	Voting	  	48
			
	SECTION 807.	  	No Delay of Rights by Meeting	  	49
		
	ARTICLE NINE	  	
		
	REPORTS BY THE COMPANY AND THE TRUSTEE; HOLDERS’ LISTS	  	
			
	SECTION 901.	  	Reports by Trustee	  	49
			
		  	 (a)    Annual Report to Holders
	  	49
			
		  	 (b)    Special Reports to Holders
	  	50
			
		  	 (c)    Manner and Extent of Transmitting Reports
	  	51

  

 v 









					
	 	  	 	  	Page
		  	 (d)    Copies to be Filed with Commission and Securities Exchanges
	  	51
			
	SECTION 902.	  	Reports by the Company	  	51
			
		  	 (a)    Reports and Information to be Filed with Trustee
	  	51
			
		  	 (b)    Additional Information to Be Filed with Trustee and Commission
	  	51
			
		  	 (c)    Reports to Holders
	  	52
			
	SECTION 903.	  	Holders’ Lists	  	52
			
		  	 (a)    Names and Addresses of Holders
	  	52
			
		  	 (b)    Trustee to Preserve Information
	  	52
			
		  	 (c)    Trustee to Furnish Certain Information to Holders on Request
	  	52
		
	ARTICLE TEN	  	
		
	CONCERNING THE TRUSTEE	  	
			
	SECTION 1001.	  	Acceptance of Trusts Upon Specified Conditions	  	54
			
		  	 (a)    Trustee Entitled to Compensation and Expenses; Indemnification
	  	54
			
		  	 (b)    Trustee May Act by Agents and Attorneys
	  	54
			
		  	 (c)    Trustee Not Responsible for Recitals of Fact
	  	55
			
		  	 (d)    Trustee May Consult With Counsel
	  	55
			
		  	 (e)    Trustee May Rely Upon Certificate as to Adoption of Resolutions; Requests May Be Evidenced by Officers’
Certificate
	  	55
			
		  	 (f)     Trustee May Become Owner or Pledgee of Debt Securities
	  	55
			
		  	 (g)    Segregation of Funds
	  	55

  

 vi 









					
	 	  	 	  	Page
		  	 (h)    Action at Request of or with Consent of Holder Binding on Future Holders
	  	56
			
		  	 (i)     Trustee May Rely on Instruments Believed by It to Be Genuine
	  	56
			
		  	 (j)     Trustee Need Not Exercise Rights or Powers Unless Indemnified by Holders
	  	56
			
		  	 (k)    Trustee Not Liable for Action Taken or Omitted in Good Faith
	  	56
			
		  	 (l)     Trustee Not Bound to Make Investigation
	  	56
			
		  	 (m)   Trustee Not Deemed to Have Knowledge of Default
	  	56
			
	SECTION 1002.	  	Duties of Trustee in Case of Default	  	57
			
		  	 (a)    When No Default Subsisting
	  	57
			
		  	 (b)    Trustee Not Liable for Error of Judgment Made in Good Faith by Responsible Officer
	  	57
			
		  	 (c)    Trustee Not Liable for Certain Action or Non-Action at Direction of Holders of Majority of Debt
Securities
	  	58
			
	SECTION 1003.	  	Notice to Holders of Defaults	  	58
			
	SECTION 1004.	  	Resignation of Trustee and Notice Thereof	  	58
			
	SECTION 1005.	  	Qualifications of Trustee	  	59
			
	SECTION 1006.	  	Disqualification of Trustee by Reason of Conflicting Interest	  	59
			
		  	 (a)    Trustee to Resign
	  	59
			
		  	 (b)    Notice to Holders of Failure to Resign
	  	59
			
		  	 (c)    Right of Holders to Petition for Removal of Trustee
	  	59
			
		  	 (d)    Meaning of the Term “Conflicting Interest”; Calculation of Percentages of Debt
Securities
	  	60

  

 vii 









							
	 	  	Page
	SECTION 1007.	  	Appointment of Successor Trustee	  	65
			
	SECTION 1008.	  	 Merger, Conversion or Consolidation of Trustee or Transfer of its Corporate Trust Business; Authentication of Debt Securities
by Successor Trustee
	  	67
			
	SECTION 1009.	  	 Trustee Required to Account for Amounts Collected as Creditor of the Company Under Certain Conditions
	  	67
			
		  	 (a)    Trustee, as a Creditor, to Set Apart and Hold Certain Moneys in a
Special Account During Default
	  	67
			
		  	 (b)    Situations Not Requiring Trustee to Account
	  	68
			
		  	 (c)    Apportionment of Funds and Property Set Apart
	  	69
			
		  	 (d)    In Case of Resignation or Removal of Trustee
	  	70
			
		  	 (e)    Meaning of Certain Terms as Used in Section 1009
	  	70
			
		  	 (f)     Creditor Relationships to Which Section 1009 Inapplicable
	  	70
			
	SECTION 1010.	  	Trustee May Rely on Officers’ Certificate	  	72
		
	ARTICLE ELEVEN	  	
		
	SATISFACTION AND DISCHARGE	  	
			
	SECTION 1101.	  	Discharge of Indenture Upon Payment of Debt Securities	  	73
			
	SECTION 1102.	  	Discharge of Indenture Upon Deposit of Moneys	  	73
			
	SECTION 1103.	  	Discharge of Certain Indebtedness Upon Deposit of Moneys	  	73
			
	SECTION 1104.	  	Termination of Certain Obligations Upon Deposit of Moneys	  	74
			
	SECTION 1105.	  	Certain Deposits With the Trustee to be Held in Escrow	  	75

  

 viii 









					
	 	  	 	  	Page
	SECTION 1106.	  	Repayment to Company	  	76
			
	SECTION 1107.	  	Reinstatement	  	76
			
	SECTION 1108.	  	Indemnity for Government Obligations	  	77
			
	SECTION 1109.	  	Deposits of Foreign Currencies	  	77
		
	ARTICLE TWELVE	  	
		
	 IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
 OFFICERS AND DIRECTORS
	  	
			
	SECTION 1201.	  	Liability Solely Corporate	  	77
		
	ARTICLE THIRTEEN	  	
		
	SUPPLEMENTAL INDENTURES	  	
			
	SECTION 1301.	  	 Without Consent of Holders, Company and Trustee May Enter Into Supplemental Indentures for Specified Purposes
	  	78
			
	SECTION 1302.	  	Modification of Indenture by Supplemental Indenture With Consent of Holders	  	79
			
	SECTION 1303.	  	Trustee to Join in Execution of Supplemental Indenture	  	80
			
	SECTION 1304.	  	Effect of Supplemental Indenture	  	81
			
	SECTION 1305.	  	 Matters Provided for in Supplemental Indenture May Be Noted on Debt Securities, or New Debt Securities Appropriately Modified May Be Issued
in Exchange for Outstanding Debt Securities
	  	81
			
	SECTION 1306.	  	Supplemental Indentures to Conform to Trust Indenture Act	  	82
		
	ARTICLE FOURTEEN	  	
		
	PROVISIONS OF GENERAL APPLICATION	  	
			
	SECTION 1401.	  	Consolidation, Merger, Sale or Lease	  	82

  

 ix 









					
	 	  	 	  	Page
	SECTION 1402.	  	Benefits of Indenture	  	82
			
	SECTION 1403.	  	Evidence of Compliance with Conditions Precedent; Form of Documents Delivered to Trustee	  	83
			
	SECTION 1404.	  	Conflict with Trust Indenture Act	  	84
			
	SECTION 1405.	  	Notices, etc., to Trustee and Company	  	84
			
	SECTION 1406.	  	Notice to Holders; Waiver	  	85
			
	SECTION 1407.	  	Effect of Headings and Table of Contents	  	85
			
	SECTION 1408.	  	Successors and Assigns	  	85
			
	SECTION 1409.	  	Separability Clause	  	85
			
	SECTION 1410.	  	Governing Law	  	86
			
	SECTION 1411.	  	Legal Holidays	  	86
			
	SECTION 1412.	  	Execution in Counterparts	  	86
		
	Signatures and Seals	  	87
		
	Acknowledgements	  	88
		
	Exhibit A	  	89

  

 x 








 INDENTURE 
 INDENTURE, dated as of March 15, 1988, between THE LIMITED, INC., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the “Company”) having its principal
place of business at Two Limited Parkway, Columbus, Ohio 43216, and THE BANK OF NEW YORK, a corporation organized and existing under the laws of the State of New York, as trustee (hereinafter called the “Trustee”) having its Corporate
Trust Office at 21 West Street, New York, New York 10286, attention: Corporate Trust Trustee Administration. 
 WITNESSETH: 
 WHEREAS, the Company has duly authorized the issue, in one or more series as in this Indenture provided, from time to time of its debentures, notes,
bonds and other evidences of indebtedness (herein called the “Debt Securities”) and, to provide the general terms and conditions upon which the Debt Securities are to be authenticated, issued and delivered, the Company has duly authorized
the execution and delivery of this Indenture; and 
 WHEREAS, the Trustee has power to enter into this Indenture and to accept and execute
the trusts herein created; and 
 WHEREAS, the Company represents that all acts and things necessary to constitute these presents a valid
indenture and agreement according to its terms, have been done and performed, that the execution and delivery of the Debt Securities of any series will, at the time of such execution and delivery, have been duly authorized by the Company and that
any such Debt Securities, when so executed and delivered by the Company and when authenticated, issued and delivered by the Trustee, will be legal, valid and binding obligations of the Company; and the Company, in the exercise of each and every
legal right and power in it vested, executes this Indenture and proposes to make, execute, issue and deliver Debt Securities from time to time as herein provided; 
 NOW, THEREFORE, the parties hereto, intending to be legally bound, agree that, in consideration of the acceptance and purchase of the Debt Securities by the holders thereof, the Company covenants and agrees with the
Trustee, for the equal benefit of all the holders from time to time of the Debt Securities, without preference, priority or distinction of any thereof over any other thereof by reason of priority in time of issuance or negotiation, or otherwise, as
follows: 







 ARTICLE ONE 
 DEFINITIONS 
 SECTION 101. Definitions. 
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
 (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; 
 (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein; 
 (3) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles; and 
 (4) 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 Ten, are defined in that Article. 
 “Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect
to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing. 
 “Board of Directors” means either the board of
directors of the Company or any duly authorized committee of that board or any committee of officers or other representatives of the Company duly authorized by a Board Resolution to act on behalf of that board or in its stead. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 
  

 2 








 “Business Day”, when used with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Debt Securities, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in that Place of Payment or other particular location are authorized or
obligated by law to close. 
 “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such
duties on such date. 
 “Company” means The Limited, Inc. and, subject to the provisions of Section 1401, shall also
include its successors and assigns. 
 “Company Request” and “Company Order” mean, respectively, a written
request or order signed in the name of the Company by the Chairman of the Board of Directors, the President or an Executive Vice President, and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee. 
 “Components” with respect to a composite currency
(including but not limited to the ECU) means the currency amounts that are components of such composite currency on the Conversion Date. If after such Conversion Date the official unit of any component currency is altered by way of combination or
subdivision, the number of units of such currency shall be divided or multiplied in the same proportion to calculate the Component. If after such Conversion Date two or more component currencies are consolidated into a single currency, the amounts
of those currencies as Components shall be replaced by an amount in such single currency equal to the sum of the amounts of such consolidated component currencies expressed in such single currency, and such amount shall thereafter be a Component. If
after such Conversion Date any component currency shall be divided into two or more currencies, the amount of such currency as a Component shall be replaced by amounts of such two or more currencies, each of which shall be equal to the amount of
such former component currency divided by the number of currencies into which such component currency was divided, and such amounts shall thereafter be Components. 
 “Conversion Date” with respect to a composite currency (including but not limited to the ECU) has the meaning specified in Section 311. 
 “Corporate Trust Office” means the principal office of the Trustee at which at any particular time its corporate trust business shall be
administered. The Corporate Trust Office of the initial Trustee shall be at the address set forth in the first paragraph of this Indenture until the Trustee shall notify the Company of a change thereof. 
  

 3 








 The term “corporation” includes corporations, associations, companies and business
trusts. 
 “Debt Securities” has the meaning stated in the first recital of this Indenture and more particularly means any
Debt Securities authenticated and delivered under this Indenture. 
 “Defaulted Interest” has the meaning specified in
Section 307. 
 “Depositary” means, with respect to the Debt Securities of any series issuable or issued in the form of
one or more Global Securities, the Person designated as Depositary by the Company pursuant to Section 301 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter
“Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Debt Securities of any such series shall mean the
Depositary with respect to the Debt Securities of that series. 
 “Dollar” or “$” means such coin or
currency of the United States as at the time of payment is legal tender for the payment of public and private debts. 
 “ECU” means the European Currency Unit as defined and revised from time to time by the Council of the European Communities. 
 “European Communities” means the European Economic Community, the European Coal and Steel Community and the European Atomic Energy Community. 
 “Event of Default” has the meaning specified in Section 601. 
 “Exchange Rate” means (a) with respect to a currency (other than a composite currency) in which payment is to be made on a series
of Debt Securities denominated in a composite currency, the exchange rate between such composite currency and such currency reported by the agency or organization, if any, designated pursuant to Section 301(11) or, in the case of ECU, by the
Council of the European Communities (whose reports are currently based on the rates in effect at 2:30 P.M., Brussels time, on the relevant exchange markets), as appropriate, or if such exchange rate is not or ceases to be so reported, then such
exchange rate as shall be determined by the Company using, in its sole discretion and without liability on its part, quotations from one or more major banks in The City of New York or such other quotations as the Company shall deem appropriate, on
the applicable Regular or Special Record Date or the fifteenth day 

  

 4 








 
immediately preceding Maturity, as the case may be, with respect to Debt Securities of such series, (b) with respect to Dollars in which payment is to
be made on a series of Debt Securities denominated in a Foreign Currency, the noon Dollar buying rate for that currency for cable transfers quoted in The City of New York on the Regular or Special Record Date with respect to such Interest Payment
Date or the fifteenth day immediately preceding Maturity, as the case may be, with respect to Debt Securities of such series, as certified for customs purposes by the Federal Reserve Bank of New York, (c) with respect to a Foreign Currency in
which payment is to be made on a series of Debt Securities denominated in Dollars or converted into Dollars pursuant to Section 311(d)(ii), the noon Dollar selling rate for that currency for cable transfers quoted in The City of New York on the
Regular or Special Record Date with respect to such Interest Payment Date or the fifteenth day immediately preceding Maturity, as the case may be, with respect to Debt Securities of such series, as certified for customs purposes by the Federal
Reserve Bank of New York, and (d) with respect to a Foreign Currency in which payment is to be made on a series of Debt Securities denominated in a different Foreign Currency, the exchange rate between such Foreign Currencies determined in the
manner specified pursuant to Section 301(14). Except in the situation contemplated in (a) above, if for any reason such rates are not available with respect to one or more currencies for which an Exchange Rate is required, the Company
shall use, in its sole discretion and without liability on its part, such quotations of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country
of issue of the currency in question, or such other quotations as the Company shall deem appropriate. Any reference herein to the “applicable” Exchange Rate shall mean the Exchange Rate as set forth in the applicable Exchange Rate
Officer’s Certificate. Unless otherwise specified by the Company, if there is more than one market for dealing in any currency by reason of foreign exchange regulations or otherwise, the market to be used in respect of such currency shall be
that upon which an issuer of securities denominated in such currency that is similar to the Company in all material respects would purchase such currency in order to make payments in respect of such securities. 
 “Exchange Rate Officer’s Certificate”, with respect to any date for the payment of principal of (and premium, if any) and interest
on any series of Debt Securities, means a certificate setting forth the applicable Exchange Rate as of the Regular or Special Record Date with respect to such Interest Payment Date or the fifteenth day immediately preceding Maturity, as the case may
be, with respect to Debt Securities of such series and the amounts payable in Dollars and Foreign Currencies in respect of the principal of (and premium, if any) and interest on any such Debt Securities denominated in ECU, any other composite
currency or any Foreign Currency, and signed by the Chairman or a Vice Chairman of the Board of Directors, the President, an Executive Vice President or a Vice President, the Treasurer or any Assistant Treasurer or the Controller or any Assistant
Controller of the Company, and delivered to the Trustee. 
  

 5 








 “Foreign Currency” means a currency issued by the government of any country other than
the United States. 
 “Global Security” means a Debt Security evidencing all or a part of a series of Debt Securities,
issued to the Depositary for such series in accordance with Section 303, and bearing the legend prescribed in Section 303(c). 
 “Government Obligations” means securities that are (i) direct obligations of the United States for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, which, in either case under Clause (i) or (ii), are not
callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal
of any such Government Obligation held by such custodian for the account of the holder of a depository receipt: provided, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by such depository receipt. 
 “Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. 
 “Holder” means a
Person in whose name a Debt Security is registered in the Security Register. 
 “Indebtedness” means any and all obligations
of a corporation for money borrowed which in accordance with generally accepted accounting principles would be reflected on the balance sheet of such corporation as a liability on the date as of which Indebtedness is to be determined. 
 “Indenture” means this instrument as originally executed or as it may from time to time be supplemented, amended or restated by or
pursuant to one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and, unless the context otherwise requires, shall include the terms of a particular series Debt Securities established as contemplated
by Section 301. 
 The term “interest”, when used with respect to an Original Issue Discount Security which by its
terms bears interest only after Maturity, means interest payable after Maturity. 
  

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 “Interest Payment Date” with respect to any Debt Security means the Stated Maturity of
an instalment of interest on such Debt Security. 
 “Mandatory Sinking Fund Payment” has the meaning specified in
Section 407. 
 “Maturity” with respect to any Debt Security means the date on which the principal of such Debt
Security or any instalment thereof becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call or redemption, operation of any sinking fund, repayment at the option of the Holder or
otherwise. 
 “Officers’ Certificate”, when used with respect to the Company, means a certificate signed by the
Chairman of the Board of Directors, the President or an Executive Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee. 
 “Opinion of Counsel” means an opinion in writing prepared in accordance with Section 1403 and signed by legal counsel, who may be
an employee of or of counsel to the Company, or may be other counsel satisfactory to the Trustee, which is delivered to the Trustee. 
 “Optional Sinking Fund Payment” has the meaning specified in Section 407. 
 “Original Issue Discount
Security” means any Debt 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 602. 
 “Outstanding”, when used as of any particular time with reference to Debt Securities, means, subject to Section 703, all Debt
Securities theretofore authenticated and delivered by the Trustee under this Indenture, except: 
 (i) Debt Securities or
portions thereof for which funds sufficient to pay the principal thereof, premium, if any, thereon and all unpaid interest thereon at Maturity or to the date fixed for redemption shall have been deposited in trust for such purpose as provided herein
with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent); provided that, if such Debt Securities are to be
redeemed, notice of such redemption thereof shall have been duly given or provision satisfactory to the Trustee for the giving of such notice shall have been made; 
  

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 (ii) Debt Securities theretofore cancelled and delivered to the Trustee or which have
been surrendered to the Trustee for cancellation; and 
 (iii) Debt Securities which have been paid pursuant to
Section 306 or in exchange for or in lieu of which other Debt Securities have been authenticated and delivered pursuant to this Indenture, other than any such Debt Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Debt Securities are held by a bona fide purchaser in whose hands such Debt Securities are valid obligations of the Company. 
 “Paying Agent” means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Debt Securities on behalf of the Company. 
 “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof. 
 “Place of Payment”, when used with respect to
the Debt Securities of any series, means each place where the principal of (and premium, if any) or interest on the Debt Securities of that series are payable, as specified in the manner contemplated by Section 301. 
 “Predecessor Security” of any particular Debt Security means every previous Debt Security evidencing all or a portion of the same debt
as that evidenced by such particular Debt Security; and, for the purposes of this definition, any Debt Security authenticated and delivered under Section 306 in lieu of a lost, destroyed or stolen Debt Security shall be deemed to evidence the
same debt as the lost, destroyed or stolen Debt Security. 
 “Redemption Date”, when used with respect to any Debt Security
to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture and the terms of such Debt Security. 
 “Redemption Price”, when used with respect to any Debt Security to be redeemed, means the price (exclusive of accrued interest) at which it is to be redeemed pursuant to this Indenture and the terms of such Debt Security.

 “Regular Record Date” for the interest payable on any Interest Payment Date on the Debt Securities of any series means
the date specified for that purpose as contemplated by Section 301. 
 “Responsible Officer”, when used with respect to
the Trustee, means any officer or employee in the Corporate Trust Office of the Trustee or any other 

  

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officer or employee of the Trustee customarily performing functions similar to those performed by any of the above-designated officers or employees and also
means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 
 “Security Register” and “Security Registrar” have the respective meanings specified in Section 305. 
 “Significant Subsidiary” has the meaning specified in Section 504. 
 “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.

 “Stated Maturity”, when used with respect to any Debt Security or any instalment of interest thereon, means the date
specified in such Debt Security as the fixed date on which the principal of such Debt Security or such instalment of interest is due and payable. 
 “Subsidiary” means a corporation, a majority of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, “voting stock” means stock having voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any
contingency; provided, however, that “voting stock” shall not include stock which the Company or any of its Subsidiaries owning such stock are required or have agreed not to vote, or the voting rights with respect to which
have been granted to a Person other than the Company or any of its Subsidiaries. 
 “Trustee” means the Person named as the
“Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then
a Trustee hereunder and, if at any time there is more than one such Person, “Trustee” as used with respect to the Debt Securities of any series shall mean the Trustee with respect to Debt Securities of that series. 
 “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed, except as
provided in Section 1306. 
 “United States” means the United States of America (including the States thereof and the
District of Columbia), its territories and possessions and other areas subject to its jurisdiction. 
 “Voting Stock” has
the meaning specified in Section 504. 
  

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 ARTICLE TWO 
 DEBT SECURITY FORMS 
 SECTION 201. Forms Generally. 
 All Debt Securities and the Trustee’s certificate of authentication shall have such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture or by a Board Resolution and as set forth in an Officers’ Certificate or by an indenture supplemental hereto and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any securities exchange on which any of the Debt Securities may be listed or of any automated quotation system on which they may be quoted, or to conform to usage. 
 Debt Securities in definitive form shall be printed, lithographed or engraved, or produced by any combination of these methods or in any other manner
determined by the officers executing such Debt Securities, as evidenced by their execution of such Debt Securities. 
 SECTION 202. Forms of Debt
Securities. 
 Each Debt Security shall be substantially in such form as shall be established from time to time in or pursuant to a Board
Resolution and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, which shall set forth the information required by Section 301. If so provided as contemplated by Section 301, the Debt
Securities of a series shall be issuable in the form of one or more Global Securities. 
 SECTION 203. Form of Trustee’s Certificate of
Authentication. 
 The form of the Trustee’s certificate of authentication to be borne by each Debt Security shall be substantially
as follows: 
 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
 This is one of the Debt Securities referred to in the within-mentioned Indenture. 
  

			
	 THE BANK OF NEW YORK,
 as Trustee

		
	By:	 	  

		 	Authorized Signatory


  

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 ARTICLE THREE 
 THE DEBT SECURITIES 
 SECTION 301. Amount Unlimited; Issuable in Series. 
 The aggregate principal amount of Debt Securities that may be authenticated and delivered under this Indenture is unlimited. 
 The Debt Securities may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions and set forth in an
Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Debt Securities of any series: 
 (1) the title of the Debt Securities of the series (which shall distinguish the Debt Securities of the series from all other Debt Securities, except to the extent that additional Debt Securities of an existing series
are being issued); 
 (2) the limit, if any, upon the aggregate principal amount of the Debt Securities of the series which
may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the series pursuant to Section 304,
305, 306, 406 or 1305); 
 (3) the date or dates on which the principal of the Debt Securities of the series is payable;

 (4) the rate or rates, if any, at which the Debt Securities of the series shall bear interest, or the method by which such
rate or rates shall be determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on any Interest Payment Date;

 (5) the place or places where the principal of (and premium, if any) or interest on Debt Securities of the series shall be
payable, and whether any such payments may be made by wire transfer; 
 (6) the period or periods within which or the date or
dates on which, if any, the price or prices at which and the terms and conditions upon which Debt Securities of the series may be redeemed, in whole or in part, at the option of the Company; 
  

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 (7) the obligation, if any, of the Company to redeem, repay or purchase Debt Securities
of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which, the price or prices at which and the terms and conditions upon which Debt Securities of the series shall
be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation; 
 (8) whether the Debt Securities of the
series shall be issued in the form of one or more Global Securities and, in such case, the Depositary for such Global Security or Securities; 
 (9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Debt Securities of the series shall be issuable; 
 (10) if other than the principal amount thereof, the portion of the principal amount of Debt Securities of the series which shall be
payable upon declaration of acceleration of the maturity thereof pursuant to Section 602; 
 (11) the currency of
denomination of the Debt Securities of the series, which may be in Dollars, any Foreign Currency or any composite currency (including but not limited to ECU), and, if such currency of denomination is a composite currency other than ECU, the agency
or organization, if any, responsible for overseeing such composite currency; 
 (12) the currency or currencies in which
payment of the principal of (and premium, if any) and interest on Debt Securities of the series will be made, and the currency or currencies (in addition to Dollars), if any, in which payment of the principal of (and premium, if any) or interest on
Debt Securities of the series, at the election of each of the Holders thereof, may also be payable; 
 (13) if the amount of
payments of principal of (and premium, if any) or interest on Debt Securities of the series may be determined with reference to an index based on a currency or currencies other than that in which the Debt Securities of the series denominated or
designated to be payable, the manner in which such amounts shall be determined; 
 (14) if the payments of principal of (and
premium, if any) or the interest on the Debt Securities of the series are to be made in a Foreign Currency other than the Foreign Currency in which such Debt Securities are denominated, the manner in which the exchange rate with respect to such
payments shall be determined; 
  

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 (15) whether the Debt Securities of the series shall be subject to defeasance pursuant to
either or both of Sections 1103 and 1104; 
 (16) whether the Debt Securities of the series shall be issued with warrants to
purchase such Debt Securities or the Debt Securities of any other series attached thereto; and 
 (17) any other terms of the
Debt Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture). 
 All Debt Securities of any
one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution (as set forth in such Officers’ Certificate) or in any such indenture supplemental hereto.

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

 SECTION 302. Denominations. 
 The Debt
Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified in accordance with the requirements of Section 301. In the absence of any such provisions with respect to the Debt
Securities of any series and except as provided in Section 303, the Debt Securities of such series shall be issuable in denominations of $1,000 or any integral multiple thereof. 
 SECTION 303. Execution, Authentication, Delivery and Dating. 
 (a) The Debt Securities shall be
executed on behalf of the Company by the Chairman of its Board of Directors, its President or one of its Executive Vice Presidents, and by its Treasurer or any Assistant Treasurer or its Secretary or any Assistant Secretary under its corporate seal.
The signature of any of these officers on the Debt Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities.
Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Debt Security that has been duly authenticated and delivered by the Trustee.

  

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 Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper
officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such
Debt Securities. 
 (b) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt
Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Debt Securities; and the Trustee in accordance with the Company Order shall authenticate
and deliver such Debt Securities. The Trustee shall be entitled to receive, prior to the authentication and delivery of such Debt Securities, the supplemental indenture or the Board Resolution in or pursuant to which the terms and form of such Debt
Securities have been established (and, if such terms and form are established in or pursuant to a Board Resolution, the Officers’ Certificate setting forth such terms and form), an Officers’ Certificate as to the absence of any event which
is, or after notice or lapse of time or both would become, an Event of Default, and an Opinion of Counsel stating that: 
 (1)
all instruments furnished by the Company to the Trustee in connection with the authentication and delivery of such Debt Securities conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to
authenticate and deliver such Debt Securities; 
 (2) the form of such Debt Securities has been established in conformity with
the provisions of this Indenture; 
 (3) the terms of such Debt Securities have been established in conformity with the
provisions of this Indenture; 
 (4) in the event that the form or terms of such Debt Securities have been established in a
supplemental indenture, the execution and delivery of such supplemental indenture have been duly authorized by all necessary corporate action of the Company, such supplemental indenture has been duly executed and delivered by the Company and,
assuming due authorization, execution and delivery by the Trustee, is a legal, valid, binding and enforceable instrument of the Company, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and
subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); 
  

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 (5) the execution and delivery of such Debt Securities have been duly authorized by all
necessary corporate action of the Company and such Debt Securities have been duly executed by the Company and, assuming due authentication by the Trustee and delivery by the Company, are the legal, valid, binding and enforceable obligations of the
Company, entitled to the benefits of the Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law); and 
 (6) such other matters as the Trustee may reasonably
request. 
 Notwithstanding the provisions of Section 301 and of this Section 303, if all the Debt Securities of a series are not
to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate or supplemental indenture otherwise required pursuant to Section 301 or the Company Order, Board Resolution and Officers’ Certificate
or supplemental indenture, and Opinion of Counsel required pursuant to this Section 303 at or prior to the time of authentication of each Debt Security of such series if such documents were delivered at or prior to the time of authentication
upon original issuance of the first Debt Security of such series to be issued. 
 (c) If the Company shall establish pursuant to
Section 301 that the Debt Securities of a series are to be issued in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such
series, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Debt Securities of such series issued and not yet cancelled,
(ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions
and (iv) shall bear a legend substantially to the following effect: 
 “Unless and until it is exchanged in whole or in part for
Debt Securities in definitive registered form, this Debt Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another 

  

 15 








 
nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” 
 (d) Each Depositary designated pursuant to Section 301 must, at the time of its designation and at all times while it serves as Depositary, be a
clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. 
 (e) The Trustee shall
have the right to decline to authenticate and deliver any Debt Security under this Section if the Trustee, upon the advice of counsel, determines that such action may not lawfully be taken or if the Trustee, by a committee of Responsible Officers,
shall determine in good faith that the authentication and delivery of such Debt Security would be unjustly prejudicial to Holders of Outstanding Debt Securities. 
 (f) Each Debt Security shall be dated the date of its authentication. 
 (g) No Debt Security shall be
entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual
signature of one of its authorized signatories, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture. 
 (h) The Trustee shall have the right to decline to authenticate and deliver any Debt Securities under this
Section if the issue of such Debt Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee. 
 SECTION 304. Temporary Debt Securities. 
 Pending the preparation of definitive Debt Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Debt Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Debt Securities in lieu of which they are issued, in registered form and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such Debt Securities may determine, as evidenced by their execution of such Debt Securities. In the case of Debt Securities of any series, such temporary Debt Securities may be
in global form, representing all of the Outstanding Debt Securities of such series. 
  

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 If temporary Debt Securities of any series are issued, the Company will cause definitive Debt Securities
of such series to be prepared without unreasonable delay. After the preparation of definitive Debt Securities of such series, the temporary Debt Securities of such series shall be exchangeable for definitive Debt Securities of such series upon
surrender of the temporary Debt Securities of such series at the office or agency of the Company in a Place of Payment for such series without charge to the Holder. Upon surrender for cancellation of any one or more temporary Debt Securities of any
series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Debt Securities of such series in any authorized denominations. Until so exchanged, the temporary Debt
Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities of such series. 
 SECTION
305. Registration, Transfer and Exchange. 
 The Company shall cause to be kept a register (herein sometimes referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Debt Securities and of transfers of Debt Securities. Separate registers may be kept for separate
series of Debt Securities. Unless and until otherwise determined by the Company, the Security Register shall be kept at the office or agency of the Company maintained pursuant to Section 502, which office or agency is hereby appointed
“Security Registrar” for the purpose of registering Debt Securities and registering the transfer of Debt Securities as herein provided. At all reasonable times the Security Register shall be open for inspection by the Trustee. 

Upon surrender for registration of transfer of any Debt Security of any series at the office or agency of the Company maintained for such purpose, the
Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, a like aggregate principal amount of one or more new Debt Securities of the same series in any authorized denominations.

 Notwithstanding any other provision of this Section 305, unless and until it is exchanged in whole or in part for Debt Securities in
definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. 
  

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 At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged
for a like aggregate principal amount of other Debt Securities of the same series in any authorized denominations upon surrender of the Debt Securities to be exchanged at such office or agency. Whenever any Debt Securities are so surrendered for
exchange, the Company shall execute and the Trustee shall authenticate and deliver the Debt Securities which the Holder making the exchange is entitled to receive. 
 If at any time the Depositary for the Debt Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Debt Securities of such series or if at any time the Depositary
for the Debt Securities of such series shall no longer be eligible under Section 303(d), the Company shall appoint a successor Depositary with respect to the Debt Securities of such series. If a successor Depositary for the Debt Securities of
such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election pursuant to Section 301(8) shall no longer be effective with respect to the
Debt Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such
series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series, in exchange for such Global Security
or Securities. 
 The Company may at any time and in its sole discretion determine that the Debt Securities of any series issued in the form
of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt
Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such series, in exchange for such Global Security or Securities. 
 If specified by the Company pursuant
to Section 301 with respect to a series of Debt Securities, the Depositary for such series of Debt Securities may surrender a Global Security for such series of Debt Securities in exchange in whole or in part for Debt Securities of such series
in definitive registered form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, 
  

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 (i) to the Person specified by such Depositary a new Debt Security or Securities of the
same series, of any authorized denomination as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and 
 (ii) to such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the
surrendered Global Security and the aggregate principal amount of Debt Securities authenticated and delivered pursuant to Clause (i) above. 
 Upon the exchange of a Global Security for Debt Securities in definitive registered form without coupons, in authorized denominations, such Global Security shall be cancelled by the Trustee. Debt Securities in definitive registered form
without coupons issued in exchange for a Global Security pursuant to this Section 305 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt Securities to or as directed by the Persons in whose names such Debt Securities are so registered. 
 All Debt Securities issued upon any transfer or exchange of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under the Indenture, as the Debt Securities surrendered upon such transfer or exchange. 
 Every Debt Security
presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, the Security Registrar or the Trustee) be duly endorsed by the appropriate persons and be accompanied by reasonable assurances that the
endorsements are genuine and effective, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company, the Security Registrar and the Trustee, duly executed by the Holder thereof or his attorney duly authorized in
writing, and such other documentation as the Company, the Security Registrar or the Trustee may reasonably require. 
 No service charge
shall be made for any transfer or exchange of Debt 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 transfer or exchange of Debt Securities,
other than exchanges pursuant to Section 304, 406 or 1305 not involving any transfer. 
 The Company shall not be required (i) to
issue, register the transfer of or exchange any Debt Security of any particular series during a period 

  

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beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Debt Securities of such series selected for
redemption under Section 402 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of
any Debt Security being redeemed in part. 
 SECTION 306. Mutilated, Destroyed, Lost and Stolen Debt Securities. 
 If (i) any mutilated Debt Security is surrendered to the Trustee or (ii) the Company and the Trustee receive evidence to their satisfaction of
the ownership of and the destruction, loss or theft of any Debt Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to
the Company or the Trustee that such Debt Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Debt Security, a new Debt Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. 
 In case any such mutilated, destroyed, lost or stolen Debt Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Debt Security, pay such Debt Security. 
 Upon the issuance of any new Debt Security under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Company and the Trustee) connected therewith. 
 Every new Debt Security of any series issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Debt Security shall constitute an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Debt Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Debt Securities of such series duly
issued hereunder. 
 The provisions of this Section 306 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 Debt Securities. 
 SECTION 307. Payment of Interest; Interest
Rights Preserved. 
 Interest on any Debt Security which is payable and is punctually paid or duly provided for on any Interest Payment
Date shall be paid to the Person 

  

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in whose name that Debt Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.
At the option of the Company, payment of interest on any Debt Security may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or, if so specified in the manner contemplated by
Section 301, by wire transfer to an account designated by such Person in writing to the Trustee. 
 Any interest on any Debt Security of
any series which is payable but is not punctually paid or duly provided for on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue
of his having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below: 
 (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Debt Securities (or their respective
Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Debt Security of such series, the date of the proposed payment and the Special Record Date therefor, 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 then 10 days after the receipt by the Trustee of the notice of the proposed payment. At the same time, the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this Clause provided. Unless the Trustee is acting as the Security Registrar, promptly after such Special Record Date the Company shall furnish the Trustee a list, or shall make arrangements satisfactory to the Trustee with respect
thereto, of the names and addresses of, and principal amounts of Debt Securities held by, the Holders appearing on the Security Register at the close of business on such Special Record Date. In the name and at the expense of the Company, the Trustee
shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Debt Securities of such series at his address as it appears in the Security
Register, not less than 10 days prior to such Special Record Date. 

  

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Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall
be paid to the Persons in whose names the Debt Securities of such series (or their respective Predecessor Securities) are registered on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). 
 (2) The Company may make payment of any Defaulted Interest on the Debt Securities of any series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Debt Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant
to this Clause (2), such manner of payment shall be deemed practicable by the Trustee. 
 Subject to the foregoing provisions of this
Section 307, each Debt Security delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Debt Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Debt
Security. 
 SECTION 308. Persons Deemed Owners. 
 Prior to due presentment of a Debt Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person whose name such Debt Security is registered as the owner of such Debt
Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 307) interest on such Debt Security and for all other purposes whatsoever, whether or not such Debt Security shall be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 
 None of the
Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for
maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 
 SECTION 309. Cancellation. 
 All Debt Securities surrendered for payment, redemption, transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to
the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Debt Securities previously authenticated and delivered hereunder which the Company may have acquired in 

  

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any manner whatsoever, and all Debt Securities so delivered shall be promptly cancelled by the Trustee. Acquisition by the Company of any Debt Security shall
not operate as a redemption or satisfaction of the indebtedness represented by such Debt Securities unless and until the same is delivered to the Trustee for cancellation. No Debt Securities shall be authenticated in lieu of or in exchange for any
Debt Securities cancelled as provided in this Section, except as expressly permitted in this Indenture. All cancelled Debt Securities held by the Trustee may be destroyed, and the Trustee shall certify to the Company any destruction thereof, unless,
by a Company Order, the Company shall direct that cancelled Debt Securities be returned to it. 
 SECTION 310. Computation of Interest. 
 Except as otherwise specified as contemplated by Section 301 for Debt Securities of any series, interest on the Debt Securities of each series shall
be computed on the basis of a 360-day year of twelve 30-day months. 
 SECTION 311. Payment in Currencies. 
 (a) Payment of the principal of (and premium, if any) and interest on the Debt Securities of any series shall be made in the currency or currencies
specified pursuant to Section 301; provided that, if so specified in the manner provided in Section 301, the Holder of a Debt Security of such series may elect to receive such payment in any one of (i) Dollars and (ii) any
other currency designated for such purpose pursuant to Section 301. A Holder may make such election by delivering to the Trustee a written notice thereof, substantially in the form attached hereto as Exhibit A or in such other form as may be
acceptable to the Trustee, not later than the close of business on the Regular or Special Record Date immediately preceding the applicable Interest Payment Date or the fifteenth day immediately preceding Maturity, as the case may be, with respect to
Debt Securities of such series. Such election shall remain in effect with respect to such Holder until such Holder delivers to the Trustee a written notice substantially in the form attached hereto as Exhibit A or in such other form as may be
acceptable to the Trustee specifying a change in the currency in which such payment is to be made; provided that any such notice must be delivered to the Trustee not later than the close of business on the Regular or Special Record Date
immediately preceding the next Interest Payment Date or the fifteenth day immediately preceding Maturity, as the case may be, with respect to Debt Securities of such series in order to be effective for the payment to be made thereon; and
provided further that no such change in currency may be made with respect to payments to be made on any Debt Security with respect to which notice of redemption has been given by the Company pursuant to Section 402. 
 (b) Except as otherwise specified in the manner contemplated by Section 301, the Trustee shall deliver to the Company, not later than the fourth


  

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Business Day following each Regular or Special Record Date with respect to an Interest Payment Date or the tenth Business Day immediately preceding Maturity,
as the case may be, with respect to a series of Debt Securities, a written notice specifying, in the currency in which such series of Debt Securities is denominated, the aggregate amount of the principal of (and premium, if any) and interest on such
series of Debt Securities to be paid on such payment date. If payments in respect of such series of Debt Securities are designated to be made in a currency other than the currency in which such series of Debt Securities is denominated or if at least
one Holder has made the election referred to in Subsection (a) above with respect to such series of Debt Securities, then the written notice referred to in the preceding sentence shall also specify, in each currency in which payment in respect
of such series of Debt Securities is to be made pursuant to said Subsection (a), the amount of principal of (and premium, if any) and interest on such series of Debt Securities to be paid in such currency on such payment date. 
 (c) The Company shall deliver to the Trustee, not later than the eighth Business Day following each Regular or Special Record Date or the tenth day
immediately preceding Maturity, as the case may be, with respect to a series of Debt Securities, an Exchange Rate Officer’s Certificate in respect of the Dollar or Foreign Currency payments to be made on such payment date in respect of such
Debt Securities. Except as otherwise specified in the manner contemplated by Section 301, the amount receivable by Holders of a series of Debt Securities who have elected payment in a currency other than the currency in which such series of
Debt Securities is denominated as provided in Subsection (a) above shall be determined by the Company on the basis of the applicable Exchange Rate. 
 (d) (i) If the Foreign Currency in which a series of Debt Securities is denominated ceases to be used both by the government of the country that issued such currency and for the settlement of transactions by public
institutions of or within the international banking community, then, with respect to each date for the payment of principal of (and premium, if any) and interest on such series of Debt Securities occurring after the final date on which such Foreign
Currency was so used, all payments with respect to the Debt Securities of such series shall be made in Dollars. If payment is to be made in Dollars to the Holders of any such series of Debt Securities pursuant to the provisions of the preceding
sentence, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any Paying Agent to Holders shall be determined by the Trustee as of the Regular or Special Record Date immediately preceding the
applicable Interest Payment Date or the fifteenth day immediately preceding Maturity, as the case may be, with respect to Debt Securities of such series, and shall be equal to the sum obtained by translating the specified Foreign Currency into
Dollars at the applicable Exchange Rate on the last Record Date on which such Foreign Currency was so used in either fashion; provided that payment to a Holder of a Debt Security of such series shall be made in a different Foreign Currency if
that holder has properly elected or properly elects payment in such Foreign Currency as provided for by Subsection (a) above. 
  

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 If a Holder of a Debt Security denominated in a composite currency has elected payment in a specified
Foreign Currency as provided for by Subsection (a) above and such Foreign Currency ceases to be used both by the government of the country that issued such currency and for the settlement of transactions by public institutions of or within the
international banking community, such Holder shall, subject to Subsection (d)(ii) below, receive payment in such composite currency; provided that such payment to such Holder shall be made in a different Foreign Currency or in Dollars if that
Holder has properly elected or properly elects payments in such Foreign Currency or in Dollars as provided for by Subsection (a) above. 
 (ii) If the ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities, or if any other composite currency in
which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established, then, with respect to each date for the payment of principal of (and premium, if any) and interest on a series of Debt Securities
denominated or payable in ECU or such other composite currency, as the case may be, occurring after the last date on which the ECU or such other composite currency, as the case may be, was so used (the “Conversion Date”), all payments in
respect of the Debt Securities of such series shall be made in Dollars; provided that payment to a Holder of a Debt Security of such series shall be made in a Foreign Currency if that Holder has properly elected or properly elects payment in
such Foreign Currency as provided for by Subsection (a) above. 
 If payment in respect of Debt Securities of a series denominated in
ECU or any other composite currency is to be made in Dollars pursuant to the provisions of the preceding paragraph, then the amount to be paid in Dollars on a payment date by the Company to the Trustee and by the Trustee or any Paying Agent to
Holders shall be determined by the Trustee as of the Regular or Special Record Date immediately preceding the applicable Interest Payment Date or the fifteenth day immediately preceding Maturity, as the case may be, with respect to Debt Securities
of such series, and shall be equal to the sum of the amounts obtained by translating each Component of such composite currency into Dollars at the applicable Exchange Rate for such Component on such Record Date or fifteenth day, as the case may be,
multiplied by the number of ECU or units of such other composite currency, as the case may be, that would have been so paid had the ECU or such other composite currency, as the case may be, not ceased to be so used. If payment is to be made in a
Foreign Currency to a Holder of a Debt Security of such series pursuant to the preceding paragraph, then the amount to be 

  

 25 








 
paid in such Foreign Currency on a payment date by the Company to the Trustee and by the Trustee or any Paying Agent to such Holder shall be determined by
the Trustee as of such Record Date or fifteenth day, as the case may be, and shall be determined by (A) translating each Component of such composite currency into Dollars at the applicable Exchange Rate for such Component on such Record Date or
fifteenth day, as the case may be, and (B) translating the sum in Dollars so obtained into such Foreign Currency at the applicable Exchange Rate for such Foreign Currency on such Record Date or fifteenth day, as the case may be. 
 All decisions and determinations of the Trustee regarding the translation of Foreign Currency into Dollars or the translation of ECU or any other
composite currency into Dollars or the translation of Dollars into Foreign Currency pursuant to this Subsection (d) shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company and all Holders
of the Debt Securities. 
 If a Foreign Currency in which a series of Debt Securities is denominated or in which payments in respect of Debt
Securities of such series may be made ceases to be used both by the government of the country that issued such currency and for the settlement of transactions by public institutions of or within the international banking community, the Company, in
the event that it learns thereof (without any duty to investigate), will immediately give notice thereof to the Trustee (and the Trustee promptly thereafter will give notice to the relevant Holders in the manner provided in Section 1406)
specifying the last date on which such Foreign Currency was so used in either fashion. In the event the ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the
European Communities, or any other composite currency in which a Debt Security is denominated or payable ceases to be used for the purposes for which it was established, the Company, upon learning thereof, will immediately give notice thereof to the
Trustee (and the Trustee promptly thereafter will give notice to the relevant Holders in the manner provided in Section 1406) specifying the Conversion Date with respect to the ECU or such other composite currency and the Components of the ECU
or such other composite currency on such Conversion Date. In the event of any subsequent change in any such Component, the Company, upon learning thereof, will give notice to the Trustee similarly. The Trustee shall be fully justified and protected
in relying and acting upon the information so received by it from the Company and shall not otherwise have any duty or obligation to determine such information independently. 
  

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 ARTICLE FOUR 
 REDEMPTION OF DEBT SECURITIES; SINKING FUND 
 SECTION 401. Applicability of Right of Redemption. 
 Redemption of Debt Securities (other than pursuant to a sinking fund or analogous provision) permitted by the terms of any series of Debt Securities shall
be made in accordance with such terms and the applicable provisions of this Article; provided, however, that if any such terms of a series of Debt Securities shall conflict with any provision of this Article, the terms of such series
shall govern. 
 SECTION 402. Notice of Redemption. 
 If the Company shall elect to redeem the Debt Securities of any series in whole or in part as aforesaid, it shall fix a date for redemption and give notice of its election so to redeem by mailing written notice,
postage prepaid, at least 30 days but not more than 60 days before the Redemption Date, to each Holder of Debt Securities to be redeemed as a whole or in part. Any notice which shall be mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder shall receive such notice. Failure to mail such notice, or any defect in the notice mailed, to the Holder of any Debt Security designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Debt Security. 
 Each notice of redemption shall state such election
to redeem on the part of the Company, the Redemption Date, the Place or Places of Payment for the Debt Securities to be redeemed and the Redemption Price and shall state further that the Debt Securities designated in such notice for redemption are
required to be presented on or after such Redemption Date and at such Place or Places of Payment and that interest to the Redemption Date on the Debt Securities called for redemption will be paid as specified in said notice and shall cease to accrue
thereon on such date. If less than all Outstanding Debt Securities of a series are to be redeemed, the notice shall also identify (and, in the case of partial redemption, state the principal amounts of) the particular Debt Securities that are to be
redeemed. In case of partial redemption, the notice shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security of
the same series in aggregate principal amount equal to the unredeemed portion thereof will be issued. 
 Any notice of redemption of Debt
Securities at the option of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. 
  

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 SECTION 403. Selection of Debt Securities on Partial Redemption. 
 Except as otherwise specified in the manner contemplated by Section 301 for the Debt Securities of any series, if the Company shall at any time elect
to redeem less than all the Debt Securities of such series then Outstanding, it shall notify the Trustee of the principal amount of Debt Securities to be redeemed before the mailing of the notice of redemption pursuant to Section 402, and
thereupon the Trustee shall select, in such manner as the Trustee shall deem appropriate and fair and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Debt Securities of such series or
any integral multiple thereof that is also an authorized denomination, but in no event shall such portion be less than $1,000) of the principal amount of Debt Securities of such series of a denomination larger than the minimum authorized
denomination for Debt Securities of such series. 
 The Trustee shall promptly notify the Company in writing of the Debt Securities selected
for redemption and, in the case of any Debt Security selected for partial redemption, the principal amount thereof to be redeemed. 
 For all
purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Debt Securities shall relate, in the case of any Debt Security redeemed or to be redeemed only in part, to the portion of the principal
amount of such Debt Security that has been or is to be redeemed. 
 SECTION 404. Deposit of Redemption Price. 
 On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 503) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Debt Securities or
portions thereof which are to be redeemed on that date, in the currency or currencies in which such Redemption Price shall be paid. 
 SECTION 405. Debt
Securities Payable on Redemption Date. 
 Notice of redemption having been given as aforesaid, the Debt Securities so to be redeemed
shall, on the Redemption Date specified in such notice, become due and payable at the applicable Redemption Price, together with interest accrued thereon to such Redemption Date, and from and after such Redemption Date (unless the Company shall
default in the payment of such Redemption Price or any such accrued interest), interest on such Debt Securities shall cease to accrue. Upon surrender of such Debt Securities for redemption in accordance with said notice, such Debt Securities shall
be paid by the Company at the applicable Redemption Price, together with interest accrued to the 

  

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Redemption Date; provided, however, that instalments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable
to the Holders of such Debt Securities, or one or more Predecessor Securities, registered as such on the relevant Record Dates according to their terms and the provisions of Section 307. 
 If any Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof and premium, if any, thereon
shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in such Debt Security. 
 SECTION 406. Debt Securities Redeemed
in Part. 
 Any Debt Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the
Company, the Security Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Security Registrar and the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Debt Security without service charge, a new Debt Security or Debt Securities of the same series, in any authorized
denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Debt Security so surrendered, except that if a Global Security is so surrendered, the Company
shall execute, and the Trustee shall authenticate and deliver to the Depositary for such Global Security, without service charge, a new Global Security or Securities in a denomination equal to and in exchange for the unredeemed portion of the
principal of the Global Security so surrendered. 
 SECTION 407. Applicability of Sinking Fund. 
 Redemption of Debt Securities permitted or required pursuant to a sinking fund for the retirement of Debt Securities of a series shall be made in
accordance with the applicable provisions of this Article, except as otherwise specified in the manner contemplated by Section 301 for Debt Securities of such series. 
 The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of any series is herein referred to as a “Mandatory
Sinking Fund Payment”, and any payment in excess of such minimum amount provided for by the terms of Debt Securities of any series is herein referred to as an “Optional Sinking Fund Payment”. The cash amount of any Mandatory Sinking
Fund Payment shall be subject to reduction as provided in Section 408. 
  

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 SECTION 408. Mandatory and Optional Sinking Funds. 
 In lieu of making all or any part of any Mandatory Sinking Fund Payment with respect to any series of Debt Securities in cash, the Company may at its
option (a) deliver to the Trustee Debt Securities of such series therefore purchased or otherwise acquired (except upon redemption pursuant to the mandatory sinking fund) by the Company or receive credit for Debt Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 309, (b) receive credit for Optional Sinking Fund Payments (not
previously so credited) made pursuant to this Section 408, or (c) receive credit for Debt Securities of such series (not previously so credited) redeemed by the Company through any optional redemption provision contained in the terms of
such series. Debt Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Debt Securities. 
 On or before the 45th day next preceding each sinking fund payment date for any series, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the Mandatory Sinking
Fund Payment to be satisfied by credit of Debt Securities of such series, (b) stating that none of the Debt Securities of such series has theretofore been so credited, (c) stating whether or not the Company intends to exercise its right to
make an Optional Sinking Fund Payment with respect to such series and, if so, specifying the amount of such Optional Sinking Fund Payment which the Company intends to pay on or before the next succeeding sinking fund payment date and
(d) specifying such sinking fund payment date. Any Debt Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to Section 309 to the Trustee with such written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such written statement shall be irrevocable and
upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or
before any such 45th day, to deliver such written statement and Debt Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that
the Mandatory Sinking Fund Payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Debt Securities of such series in respect thereof and (ii) that the
Company will make no Optional Sinking Fund Payment with respect to such series as provided in this Section 408. 
  

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 SECTION 409. Application of Sinking Fund Payments. 
 If a Mandatory Sinking Fund Payment or Optional Sinking Fund Payment made in cash with respect to a particular series of Debt Securities, plus any unused
balance of any preceding sinking fund payments made in cash with respect to such series, shall exceed $50,000 (or a lesser sum if the Company shall so request), such funds shall be applied by the Trustee on the sinking fund payment date provided for
in the terms of a particular series of Debt Securities next following the date of such payment, unless the date of such payment shall be a sinking fund payment date, in which case such payment shall be applied on such sinking fund payment date, to a
redemption of Debt Securities of such series at the Redemption Price specified therein. Not less than 45 days (unless a shorter period shall be satisfactory to the Trustee) before each such sinking fund payment date, the Trustee shall select, in the
manner provided in Section 403, for redemption on such sinking fund payment date, a sufficient principal amount of Debt Securities of such series to absorb said funds, as nearly as may be, and shall, at the expense and in the name of the
Company, thereupon cause notice of the redemption of such Debt Securities to be given in substantially the manner provided in Section 402 for the redemption of Debt Securities in part at the option of the Company, except that the notice of
redemption shall also state that such Debt Securities are being redeemed for the sinking fund. Any sinking fund moneys not so applied by the Trustee to the redemption of Debt Securities of such series shall be added to the next sinking fund payment
received in funds by the Trustee and, together with such payment, shall be applied in accordance with the provisions of this Section 409. Any and all sinking fund moneys held by the Trustee on the last sinking fund payment date with respect to
Debt Securities of such series, and not held for the payment or redemption of particular Debt Securities of such series, shall be applied by the Trustee to the payment of the principal of the Debt Securities of such series at Maturity. 

On or prior to each sinking fund payment date, the Company shall pay to the Trustee a sum equal to all interest accrued to the date fixed for
redemption on Debt Securities to be redeemed on such sinking fund payment date pursuant to this Section 409. 
 The Trustee shall not
redeem any Debt Securities of a series with sinking fund moneys or mail any notice of redemption of Debt Securities of such series by operation of the sinking fund during the continuance of any Event of Default (other than an Event of Default
occurring as a consequence of this paragraph) of which the Trustee has actual knowledge, except that if the notice of redemption of any Debt Securities of such series shall theretofore have been mailed in accordance with the provisions hereof, the
Trustee shall redeem such Debt Securities if cash sufficient for the purpose shall be deposited with the Trustee in accordance with the terms of this Article Four. Except as aforesaid, any moneys in the sinking fund at the time any such Event of
Default shall occur and 

  

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any moneys thereafter paid into the sinking fund shall, during the continuation of such Event of Default, be held as security for the payment of all the Debt
Securities of such series; provided, however, that in case such Event of Default shall have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date on which such moneys are
required to be applied pursuant to the provisions of this Section 409. 
 ARTICLE FIVE 
 PARTICULAR COVENANTS OF THE COMPANY 
 SECTION 501. To Pay
Principal, Premium, If Any, and Interest. 
 The Company covenants and agrees for the benefit of each series of Debt Securities that it
will duly and punctually pay the principal of (and premium, if any) and interest on the Debt Securities of such series in accordance with the terms of the Debt Securities of such series and this Indenture. 
 The Company shall pay interest on overdue principal of a Debt Security of any series at the rate of interest prescribed therefor in such Debt Security
and, to the extent lawful, it shall pay interest on overdue instalments of interest at the same rate. 
 SECTION 502. To Maintain Offices or Agencies.

 As long as any of the Debt Securities shall remain outstanding, the Company will maintain or will cause to be maintained, in each Place of
Payment for any series of Debt Securities, one or more offices or agencies where Debt Securities of such series may be presented or surrendered for payment, exchange and registration of transfer as in this Indenture provided and where notices and
demands to or upon the Company in respect of this Indenture and of the Debt Securities of such series may be served. The Company will from time to time give written notice to the Trustee of the location of any such office or agency and of any change
in the location thereof. In case the Company shall fail to maintain any such office or agency or to give such notice of its location or of any change in the location thereof, presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee. The Company hereby initially appoints the Corporate Trust Office of the Trustee as its office or agency for all the above purposes. 
 SECTION 503. Money for Debt Security Payments To Be Held in Trust. 
 If the Company shall at any time
act as its own Paying Agent with respect to any series of Debt Securities, then, on or before each date on which the principal of (and premium, if any) or interest on any of the Debt Securities of that 

  

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series shall become payable, by their terms or as a result of the calling thereof for redemption, the Company will set apart and segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest which shall have become so payable until such sums shall be paid to such Persons or otherwise disposed of as herein provided,
and will notify the Trustee of its action or failure so to act and of any failure by any other obligor upon the Debt Securities of that series to make any such payment. 
 If the Company shall appoint and at the time have a Paying Agent for the payment of the principal of (and premium, if any) or interest on any series of Debt Securities, then, on or before the date on which the
principal of (and premium, if any) or interest on any of the Debt Securities of that series shall become payable as aforesaid, the Company will pay to such Paying Agent a sum sufficient to pay such principal (and premium, if any) or interest, to be
held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Trustee) the Company will notify the Trustee of its action or failure so to act. 
 If such Paying Agent shall be other than the Trustee, the Company will cause such Paying Agent 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 503, (1) that such Paying Agent shall hold all sums held by it for the payment of the principal of (and premium, if any) or interest on the
Debt Securities of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) that such Paying Agent shall give the Trustee notice of any
default by the Company or any other obligor upon the Debt Securities of that series in the making of any payment of the principal of (and premium, if any) or interest on the Debt Securities of that series when the same shall have become due and
payable; and (3) that such Paying Agent shall, at any time during the continuance of any such default, upon the written request of the Trustee, pay to the Trustee all sums so held in trust by it. 
 Anything in this Section 503 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it or by any Paying Agent (other than the Trustee) as required by this Section 503, 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. 
 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 on any Debt Securities of any series and remaining unclaimed for two years after such principal (and premium, if any) or
interest has 

  

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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 Debt Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease. 
 SECTION 504. Restrictions on Liens Upon Voting Stock of Significant Subsidiaries. 
 (a) The Company will not, and will not permit any Subsidiary to, incur, issue, assume or guarantee any Indebtedness if such Indebtedness is secured by a
pledge of, lien on, or security interest in any shares of Voting Stock of any Significant Subsidiary, whether such Voting Stock is now owned or shall hereafter be acquired, without effectively providing that the Debt Securities (together with, if
the Company shall so determine, any other indebtedness or obligations of the Company or any Subsidiary ranking equally with such Debt Securities and then existing or thereafter created) shall be secured equally and ratably with such Indebtedness.
For the purposes of the foregoing, pledging, placing a lien on or creating a security interest in any shares of Voting Stock of a Significant Subsidiary in order to secure then outstanding Indebtedness of the Company or any Subsidiary shall be
deemed to be the incurrence, issuance, assumption or guarantee (as the case may be) of such Indebtedness, but the foregoing shall not apply to Indebtedness secured by a pledge of, lien on or security interest in any shares of Voting Stock of any
corporation at the time it becomes a Significant Subsidiary, including extensions, renewals and replacements of such Indebtedness without increase in the amount thereof. 
 (b) For the purposes of Subsection (a) of this Section 504, the term “Voting Stock” shall mean capital stock the holders of which have general voting power under ordinary circumstances to elect at
least a majority of the board of directors of a corporation; provided that, for the purposes hereof, capital stock which carries only the right to vote conditioned on the occurrence of an event shall not be considered voting stock whether or
not such event shall have occurred. 
 (c) For the purposes of Subsection (a) of this Section 504, the term “Significant
Subsidiary” shall mean a Subsidiary, including its Subsidiaries, which meets any of the following conditions: 
 (1) The
Company’s and its other Subsidiaries’ investments in and advances to the Subsidiary exceed 10 percent of the total assets of the Company and its Subsidiaries consolidated as of the end of the most recently completed fiscal year;

  

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 (2) The Company’s and its other Subsidiaries’ proportionate share of the total
assets (after inter-company eliminations) of the Subsidiary exceeds 10 percent of the total assets of the Company and its Subsidiaries consolidated as of the end of the most recently completed fiscal year; or 
 (3) The Company’s and its other Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary
items and cumulative effect of a change in accounting principles of the Subsidiary exceeds 10 percent of such income of the Company and its Subsidiaries consolidated for the most recently completed fiscal year. 
 (d) For the purposes of making the prescribed income test in clause (3) of Subsection (c) of this Section 504, the following shall be
applicable: 
 (1) When a loss has been incurred by either the Company and its Subsidiaries consolidated or the tested
Subsidiary, but not both, the equity in the income or loss of the tested Subsidiary shall be excluded from the income of the Company and its Subsidiaries consolidated for purposes of the computation; and 
 (2) If income of the Company and its Subsidiaries consolidated for the most recent fiscal year is at least 10 percent lower than the
average of the income for the last five fiscal years, such average income shall be substituted for purposes of the computation. Any loss years shall be omitted for purposes of computing average income. 
 SECTION 505. Restrictions on Consolidation, Merger, Sale, Etc. 
 The Company shall not consolidate with any other corporation or accept a merger of any other corporation into the Company or permit the Company to be merged into any other corporation, or sell other than for cash or
lease all or substantially all its assets to another corporation, or purchase all or substantially all the assets of another corporation, unless (a) either the Company shall be the continuing corporation, or the successor, transferee or lessee
corporation (if other than the Company) shall expressly assume, by indenture supplemental hereto satisfactory to the Trustee, executed and delivered by such corporation prior to or simultaneously with such consolidation, merger, sale or lease, the
due and punctual payment of the principal of (and premium, if any) and interest on all the Debt Securities, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be
performed or observed by the Company, and (b) immediately after 

  

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giving effect to such consolidation, merger, sale, lease or purchase the Company or the successor, transferee or lessee corporation (if any other than the
Company) would not be in default in the performance of any covenant or condition of this Indenture. A purchase by a Subsidiary of all or substantially all of the assets of another corporation shall not be deemed to be a purchase of such assets by
the Company. 
 SECTION 506. Annual Statement Concerning Compliance With Covenants. 
 The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement signed by the Chairman of the Board of
Directors, the President, any Vice President or the Treasurer of the Company, stating that: 
 (a) a review of the activities of the Company
during such year with regard to its compliance with this Indenture has been made under such officer’s supervision; and 
 (b) to the
best of such officer’s knowledge, based on such review, the Company has fulfilled all its obligations under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status thereof. 
 SECTION 507. Compliance With Covenants and Conditions May Be Waived By Holders of Debt
Securities. 
 Anything in this Indenture to the contrary notwithstanding, the Company or any Subsidiary may fail or omit in any
particular instance to comply with a covenant or condition set forth in Section 504 or Section 505 with respect to any series of Debt Securities if the Company shall have obtained and filed with the Trustee, prior to the time for such
compliance, evidence (as provided in Article Seven) of the consent of the Holders of at least a majority in aggregate principal amount of the Debt Securities of such series at the time Outstanding, either waiving such compliance in such instance or
generally waiving compliance with such covenant or condition, but no such waiver shall extend to or affect any obligation not waived by the terms of such waiver or impair any right consequent thereon. 
  

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 ARTICLE SIX 
 REMEDIES 
 SECTION 601. Events of Default. 
 Except where otherwise indicated by the context or where the term is otherwise defined for a specific purpose, the term “Event of Default” as
used in this Indenture with respect to Debt Securities of any series shall mean one of the following described events unless it is either inapplicable to a particular series or it is specifically deleted or modified in the supplemental indenture, if
any, under which such series of Debt Securities is issued: 
 (a) the failure of the Company to pay any instalment of interest on any Debt
Security of such series, when and as the same shall become due and payable, which failure shall have continued unremedied for a period of 30 days; 
 (b) the failure of the Company to pay the principal or premium, if any, on any Debt Security of such series, when and as the same shall become payable, whether at maturity as therein expressed, by call for redemption (otherwise than
pursuant to a sinking fund), by declaration as authorized by this Indenture or otherwise; 
 (c) the failure of the Company to pay a sinking
fund instalment, if any, when and as the same shall become due and payable by the terms of a Debt Security of such series, which failure shall have continued unremedied for a period of 30 days; 
 (d) the failure of the Company, subject to the provisions of Section 507, to observe and perform any other of the covenants or agreements on the
part of the Company contained in this Indenture (including any indenture supplemental hereto), other than a covenant or agreement which has been expressly included in this Indenture solely for the benefit of a series of Debt Securities other than
that series, which failure shall not have been remedied to the satisfaction of the Trustee, or without provision deemed by the Trustee to be adequate for the remedying thereof having been made, for a period of 90 days after written notice shall have
been given to the Company by the Trustee or shall have been given to the Company and the Trustee by Holders of 25% or more in aggregate principal amount of the Debt Securities of such series then Outstanding, specifying such failure and requiring
the Company to remedy the same; 
 (e) the entry by a court having jurisdiction in the premises of a decree or order for relief in respect of
the Company in an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee 

  

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or sequestrator (or similar official) of the Company or for substantially all of its property, or ordering the winding-up or liquidation of the
Company’s affairs, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; 
 (f) the
commencement by the Company of a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by
the Company to the entry of an order for relief in an involuntary case under any such law, or the consent by the Company to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or similar
official) of the Company or for substantially all of its property, or the making by it of an assignment for the benefit of creditors; or 
 (g) the occurrence of any other event of default with respect to the Debt Securities of such series as provided in a supplemental indenture applicable to such series of Debt Securities or a Board Resolution pursuant to which such series of
Debt Securities is established. 
 SECTION 602. Acceleration of Maturity on Default; Waiver. 
 If any one or more Events of Default shall happen with respect to Debt Securities of any series at the time Outstanding, then, and in each and every such
case, during the continuance of any such Event of Default, the Trustee or the Holders of 25% or more in aggregate principal amount of the Debt Securities of such series then Outstanding may, and upon the written request of the Holders of a majority
in aggregate principal amount of such Debt Securities then Outstanding the Trustee shall, declare the principal amount (or, if the Debt Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of and all accrued but unpaid interest (if any) on all the Debt Securities of such series then Outstanding, if not then due and payable, to be due and payable, and upon any such declaration the same shall
become and be immediately due and payable, anything contained in this Indenture or in the Debt Securities of such series to the contrary notwithstanding; provided that no Event of Default with respect to Debt Securities of a series, except
with respect to an Event of Default under Subsections (e) and (f) of Section 601, shall constitute an Event of Default with respect to Debt Securities of any other series. The foregoing provision, however, is subject to the condition
that, if at any time after the principal amount (or specified amount) of and all accrued but unpaid interest (if any) on all the Debt Securities of such series shall have been so declared to be due and payable, all arrears of interest, if any, upon
all the Debt Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue instalment of interest at the rate borne by the Debt Securities of such series) and all amounts owed to 

  

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the Trustee and any predecessor trustee hereunder under Section 1001(a) and all other sums payable under this Indenture (except the principal of the
Debt Securities of such series which would not be due and payable were it not for such declaration), shall be paid by the Company, and every other default and Event of Default under this Indenture shall have been cured to the reasonable satisfaction
of the Holders of a majority in aggregate principal amount of the Debt Securities of such series then Outstanding, or provision deemed by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a
majority in aggregate principal amount of the Debt Securities of such series then Outstanding may, on behalf of the Holders of all the Debt Securities of such series, waive the Event of Default by reason of which the principal of the Debt Securities
of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, recission or annulment shall extend to or affect any subsequent default or Event of Default or
impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 602 shall be by written notice to the Company, and any declaration or waiver by the Holders of Debt Securities of any series pursuant to this
Section 602 shall be by written notice to the Company and the Trustee. 
 SECTION 603. Collection of Amounts Due and Suits for Enforcement by
Trustee. 
 If the Company shall fail for a period of 30 days to pay any instalment of interest on the Debt Securities of any series, or
shall fail to pay the principal of and premium, if any, on any of the Debt Securities of such series when and as the same shall become due and payable, whether at maturity, or by call for redemption (otherwise than pursuant to a sinking fund), by
declaration as authorized by this Indenture or otherwise, or shall fail for a period of 30 days to make any sinking fund payment as to a series of Debt Securities, then, upon demand of the Trustee, the Company will pay to the Trustee for the benefit
of the Holders of the Debt Securities of such series then Outstanding the whole amount which then shall have become due and payable on all the Debt Securities of such series, with interest on the overdue principal and premium, if any, and (so far as
the same may be legally enforceable) on the overdue instalments of interest at the rate borne by the Debt Securities of such series, and all amounts owed to the Trustee and any predecessor trustee hereunder under Section 1001(a). 
 Until such demand is made by the Trustee, the Company may pay the principal of and interest on the Debt Securities of any series to the Holders, whether
or not the principal of and interest on the Debt Securities of such series be overdue. 
 In case the Company fails forthwith to pay such
amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceeding at law or in equity 

  

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for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor upon the Debt Securities of such series, and collect the moneys adjudged or decreed to be payable out of the property of the Company or any other obligor upon the Debt Securities of
such series, wherever situated, in the manner provided by law. Every recovery of judgment in any such action or other proceeding, subject to the payment to the Trustee of all amounts owed to the Trustee and any predecessor trustee hereunder under
Section 1001(a), shall be for the ratable benefit of the Holders of such series of Debt Securities which shall be the subject of such action or proceeding. All rights of action upon or under any of the Debt Securities or this Indenture may be
enforced by the Trustee with out the possession of any of the Debt Securities and without the production of any thereof at any trial or any proceeding relative thereto. 
 SECTION 604. Trustee Appointed Attorney-in-Fact for Holders to File Claims. 
 The Trustee is hereby
appointed, and each and every Holder, by receiving and holding Debt Securities, shall be conclusively deemed to have appointed the Trustee, the true and lawful attorney-in-fact of such Holder, with authority to make or file (whether or not the
Company shall be in default in respect of the payment of the principal of (and premium, if any) or interest on any of the Debt Securities), in its own name and as trustee of an express trust or otherwise as it shall deem advisable, in any
receivership, insolvency, liquidation, bankruptcy, reorganization or other judicial proceeding relative to the Company or any other obligor upon the Debt Securities or to their respective creditors or property, any and all claims, proofs of claim,
proofs of debt, petitions, consents, other papers and documents and amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and any predecessor trustee hereunder and of the Holders allowed in any such
proceeding and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem
necessary or advisable in order to enforce in any such proceeding any of the claims of the Trustee and any predecessor trustee hereunder and any of the Holders, and any receiver, assignee, trustee, custodian or debtor in any such proceeding is
hereby authorized, and each and every holder, by receiving and holding Debt Securities, shall be conclusively deemed to have authorized any such receiver, assignee, trustee, custodian or debtor to make any such payment or delivery only to or on the
order of the Trustee, and to pay to the Trustee any amount due it and any predecessor trustee hereunder under Section 1001(a); provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to
consent to or accept or adopt, on behalf of any Holder, any plan of reorganization or readjustment of the Company affecting the Debt Securities or the rights of any Holder thereof, or to authorize or empower the Trustee to vote in respect of the
claim of any Holder in any such proceeding. 
  

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 SECTION 605. Application of Moneys Collected by Trustee. 
 Any moneys collected by the Trustee with respect to a series of Debt Securities under this Article Six shall be applied in the following order, at the
date or dates fixed by the Trustee and, in the case of the distribution of such moneys on account of principal (or premium, if any) or interest, upon presentation of the Debt Securities and the notation thereon of the payment, if only partially
paid, and upon surrender thereof, if fully paid: 
 First: To the payment of all amounts due to the Trustee and any
predecessor trustee hereunder under Section 1001(a); 
 Second: In case the principal of the Outstanding Debt
Securities of such series shall not have become due and be unpaid, to the payment of interest on the Debt Securities of such series, in the order of the Maturity of the instalments of such interest, with interest (to the extent that such interest is
legally enforceable and has been collected by the Trustee) upon the overdue instalments of interest at the rate borne by such Debt Securities, such payments to be made ratably to the Persons entitled thereto; 
 Third: In case the principal of the Outstanding Debt Securities of such series shall have become due and payable, by declaration or
otherwise, to the payment of the whole amount then owing and unpaid upon the Debt Securities of such series for principal (and premium, if any) and interest, with interest on the overdue principal and premium, if any, and (to the extent that such
interest is legally enforceable and has been collected by the Trustee) upon overdue instalments of interest at the rate borne by the Debt Securities of such series, and in case such moneys shall be insufficient to pay in full the whole amounts so
due and unpaid upon the Debt Securities of such series, then to the payment of such principal (and premium, if any) and interest without preference or priority of principal and premium, if any, over interest, or of interest over principal and
premium, if any, or of any instalment of interest over any other instalment of interest, or of any Debt Security of such series over any other Debt Security of such series, ratably according to the aggregate amounts of such principal (and premium,
if any) and accrued and unpaid interest. The Holders of each series of Debt Securities denominated in ECU, any other composite currency or a Foreign Currency shall be entitled to receive a ratable portion of the amount determined by the Trustee by
converting the principal amount Outstanding of such series of Debt Securities and matured but unpaid interest on such series of Debt 

  

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Securities in the currency in which such series of Debt Securities is denominated into Dollars at the applicable Exchange Rate as of the date of declaration
of acceleration of the Maturity of the Debt Securities (or, if there is no such Exchange Rate as of such date for the reasons specified in Section 311(d)(i), such Exchange Rate on the date specified in such Section). 
 Any surplus then remaining shall be paid to the Company or to such other Persons as shall be entitled to receive it. 
 SECTION 606. Holders May Direct Proceedings and Waive Defaults. 
 The Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available
to the Trustee hereunder, or of exercising any trust or power hereby conferred upon the Trustee with respect to the Debt Securities of such series; provided, however, that, subject to the provisions of Section 1001 and 1002, the
Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would be unduly prejudicial to Holders not joining in such direction
or would involve the Trustee in personal liability. 
 Prior to any declaration accelerating the Maturity of the Debt Securities of any
series, the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of such series may on behalf of the Holders of all of the Debt Securities of such series waive any past default or Event of Default hereunder and its
consequences, except a default in the payment of the principal of (and premium, if any) or interest on any Debt Security of such series. Upon any such waiver the Company, the Trustee and the Holders of the Debt Securities of such series shall be
restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder
shall have been waived as permitted by this Section 606, said default or Event of Default shall for all purposes of the Debt Securities of such series and this Indenture be deemed to have been cured and to be not continuing. 
 SECTION 607. Limitations on Right of Holders to Institute Proceedings. 
 No Holder of any Debt Security of any series shall have any right to institute an action, suit or proceeding at law or in equity with respect to this Indenture, or for the execution of any trust hereunder or for the
appointment of a receiver or for any other remedy hereunder, in each case with respect to an Event of Default with respect to such series of Debt Securities, unless (1) such Holder 

  

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previously shall have given to the Trustee written notice of the occurrence of one or more Events of Default with respect to such series of Debt Securities;
(2) the Holders of 25% in aggregate principal amount of the Outstanding Debt Securities of such series shall have requested the Trustee in writing to take action in respect of the matter complained of; and (3) unless such Holder or Holders
have offered to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee, for 60 days after receipt of such notification, request and offer of indemnity,
shall have neglected or refused to institute any such action, suit or proceeding, and such notification, request and offer of indemnity are hereby declared in every such case to be conditions precedent to any such action, suit or proceeding by any
Holder of any Debt Security of such series, it being understood and intended that no one or more of such Holders shall have any right in any manner whatsoever by his or their action to enforce any right hereunder, except in the manner herein
provided, and that every action, suit or proceeding at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Holders of the Outstanding Debt Securities of such series;
provided, however, that nothing contained in this Indenture or in the Debt Securities of such series shall affect or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if
any) and (subject to Section 307) interest on the Debt Securities of such series to the respective Holders of such Debt Securities at the Stated Maturity or Maturities expressed in such Debt Securities, or affect or impair the right, which is
also absolute and unconditional, of such Holders to institute suit to enforce any such payment. 
 SECTION 608. Assessment of Costs and Attorneys’
Fees in Legal Proceedings. 
 All parties to this Indenture agree, and each Holder of any Debt Security by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any action, suit or proceeding for the enforcement of any right or remedy under this Indenture, or in any action, suit or proceeding against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such action, suit or proceeding of an undertaking to pay the costs of such action, suit or proceeding, and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such action, suit or proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however, that the
provisions of this Section 608 shall not apply to any action, suit or proceeding instituted by the Trustee, to any action, suit or proceeding instituted by any one or more Holders holding in the aggregate more than 10% in principal amount of
the Outstanding Debt Securities of any series, or to any action, suit or proceeding instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any of the Debt Securities of such series, on or
after the respective Stated Maturity or Maturities expressed in such Debt Securities (or, in the case of redemption, on or after the Redemption Date). 
  

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 SECTION 609. Rights and Remedies Cumulative. 
 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 rights or remedy
or remedies, and each and every right and remedy shall be cumulative and shall be in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or by statute. 
 No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any default or Event of Default shall impair any such
right or remedy or shall be construed to be a waiver of any such default or Event of Default or an acquiescence therein, and every right and remedy given by this Article Six to the Trustee and to the Holders, respectively, 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. 
 In case the Trustee or any Holder
shall have proceeded to enforce any right or remedy under this Indenture and the proceedings for the enforcement thereof shall have been discontinued or abandoned because of waiver or for any other reason or shall have been adjudicated adversely to
the Trustee or to such Holder, then and in every such case the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions and rights hereunder, and thereafter all rights, remedies and powers of the
Trustee and the Holders shall continue as though no such proceedings had been taken, except as to any matters so waived or adjudicated. 
 ARTICLE SEVEN 
 ACTIONS BY HOLDERS 
 SECTION 701. Actions By Holders. 
 Whenever in this Indenture it is provided that the Holders of a specified percentage or a
majority in aggregate principal amount of Outstanding Debt Securities of any series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), such action may
be taken by (a) a meeting of the Holders in accordance with Article Eight or (b) by any instrument or instruments of a substantially similar tenor executed and delivered by the requisite number of Holders in accordance with the provisions
of this Article Seven. 
  

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 SECTION 702. Instruments. 
 In order to be effective to take any action under this Article Seven, an instrument shall (a) be in writing, (b) express the action to be taken, (c) be executed by or on behalf of a Holder who is such
(i) if such instruments have been requested by the Company or the Trustee pursuant to a written notice mailed to all Holders of the affected series, on the date such notice is mailed or (ii) in any other case, on the date the first
instrument expressing such action is delivered to the Trustee, and (d) indicate the principal amount of Debt Securities to which the instrument relates. Each such instrument must be duly acknowledged or witnessed. If such instrument is executed
by a Person other than the Holder, then such instrument shall include, or be accompanied by proof acceptable to the Trustee of, such Person’s authority to execute the instrument. 
 The ownership of Debt Securities shall be proved by the Security Register. The Trustee may accept such other proof or may require such additional proof
of any other matter referred to in this Section 702 as it shall reasonably deem appropriate or necessary. 
 SECTION 703. Determining Principal
Amount of Outstanding Debt Securities. 
 In determining whether the Holders of the requisite principal amount of Outstanding Debt
Securities have given any authorization, demand, direction, request, notice, waiver or consent or taken any other action under this Indenture, Debt Securities owned by the Company or any other obligor on the Debt Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that for the purpose of determining whether the Trustee shall be protected in relying on any such authorization, demand, direction, request, notice, waiver,
consent or action, only Debt Securities which the Trustee knows are so owned shall be disregarded. Debt Securities so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section 703 if the pledgee
shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Debt Securities and that the pledgee is not the Company or any other obligor upon the Debt Securities or any Affiliate of the Company or such other obligor. In
case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. 
 For purposes of determining the principal amount of Outstanding Debt Securities of any series the Holders of which are required, requested or permitted to give any request, demand, authorization, direction, notice, consent, waiver or take
any other action under this Indenture, (i) each Original Issue Discount Security shall be deemed to have the principal amount determined by the Trustee that could be declared to be due and payable pursuant to the terms of such Original Issue
Discount Security as of a date fixed by the Trustee and (ii)

  

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each Debt Security denominated in a Foreign Currency or composite currency shall be deemed to have the principal amount determined by the Trustee by
translating the principal amount of such Debt Security in the currency in which such Debt Security is denominated into Dollars at the applicable Exchange Rate as of a date fixed by the Trustee. 
 Upon receipt of instruments representing the Holders of a sufficient amount of Debt Securities to take the action stated thereon, the Trustee shall
promptly tabulate such instruments and deliver a report thereof to the Company. 
 SECTION 704. Revocation by Holders of Consents to Action.

 At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 701, of the taking of any action by the
Holders of the requisite proportion of Outstanding Debt Securities of any series, any Holder of a Debt Security that is shown by the evidence to be included among the Debt Securities whose Holders consented to such action may, by filing written
notice with the Trustee and upon proof of holding as provided in Section 702, revoke such action so far as concerns such Debt Security. Except as aforesaid, any such action taken by the Holder of any Debt Security shall be conclusive and
binding upon such Holder and upon all future Holders of the same Debt Security and the Holder of every Debt Security issued upon the transfer thereof or in exchange therefor or in lieu thereof, irrespective of whether or not any notation in regard
thereto is made upon such Debt Security or any Debt Security issued in exchange or substitution therefor. 
 ARTICLE EIGHT 
 MEETINGS OF HOLDERS OF DEBT SECURITIES 
 SECTION 801.
Purposes of Meetings. 
 A meeting of Holders of any series or of all series may be called at any time and from time to time pursuant
to the provisions of this Article Eight for any of the following purposes: 
 (a) to give any notice to the Company or to the
Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article Six;

 (b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article Ten; 
  

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 (c) to consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 1302; or 
 (d) to take any other action authorized to be taken by or on behalf of
the Holders of any specified aggregate principal amount of the Debt Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law. 
 SECTION 802. Call of Meetings by Trustee. 
 The
Trustee may at any time, and shall upon receipt of a Board Resolution or written requests by the Holders of at least 10% in aggregate principal amount of the Outstanding Debt Securities of a series that may be affected by the action proposed to be
taken (such Board Resolution or written requests setting forth in reasonable detail the action proposed to be taken at the meeting), call a meeting of the Holders of the Debt Securities of all series that may be affected by the action proposed to be
taken. Such meeting shall be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the Holders of Debt Securities of a series, setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be mailed to such Holders at their addresses as they shall appear on the Security Register as of a record date determined by the Trustee in its reasonable discretion. Such notice shall be mailed not
less than 20 nor more than 60 days prior to the date fixed for the meeting. 
 SECTION 803. Call of Meetings by Company or Holders. 
 If a meeting of Holders has been duly requested by the Company or the Holders pursuant to Section 802, and if the Trustee has not mailed the notice
of such meeting within 20 days after receipt of such request, then the Company or such Holders may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 801, by mailing notice
thereof as provided in Section 802. 
 SECTION 804. Qualifications For Voting. 
 To be entitled to vote at any meeting of Holders, a Person shall (a) be a Holder of one or more Debt Securities of a series affected by the action
proposed to be taken at such meeting as of the date of the mailing of notice of such meeting or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more of such Debt Securities who was a Holder of such Debt
Securities as of the date of the mailing of notice of such meeting. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the Company and its counsel. 
  

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 SECTION 805. Regulation of Meetings. 
 Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders, in regard to proof of the holding of Debt 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 think fit. 
 The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the
meeting shall have been called by the Company or by Holders as provided in Section 803, in which case the Company or the Holders 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 majority vote of the meeting. 
 Subject to the provisions of Section 703,
at any meeting of Holders of the Debt Securities of a series, each such Holder or such Holder’s proxy shall be entitled to one vote for each $1,000 principal amount (or the equivalent in ECU, any other composite currency or a Foreign Currency)
of Outstanding Debt Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debt 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 other than by virtue of Debt Securities of such series held by him or instruments in writing as aforesaid duly designating him as the Person to vote on
behalf of other Holders of the Debt Securities of such series. At any meeting of Holders duly called pursuant to the provisions of Section 802 or 803, the presence of Persons holding or representing Debt Securities in an aggregate principal
amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum, and any such meeting may be adjourned from time to time by a majority of those present, whether or not
constituting a quorum, and the meeting may be held as so adjourned without further notice. 
 SECTION 806. Voting. 
 The vote upon any resolution submitted to any meeting of the Holders of the Debt Securities of a series shall be written ballots on which shall be
subscribed the signatures of such Holders or their representatives by proxy and the principal amounts of such Debt Securities held or represented by them. The 

  

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permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written reports in duplicate 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 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 mailed as provided in Section 802. The record shall show the principal amounts of the Debt Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee. 
 Any record so signed and verified shall be conclusive evidence of the matters therein stated. 
 SECTION 807. No Delay of
Rights by Meeting. 
 Nothing contained in this Article Eight shall be deemed or construed to authorize or permit, by reason of any call
of a meeting of Holders of the Debt Securities of any series or by reason of any right expressly or impliedly conferred hereunder to make any such call, any hindrance or delay in the exercise of any right or rights or remedy or remedies conferred
upon or reserved to the Trustee or to such Holders under any of the provisions of this Indenture or of such Debt Securities. 
 ARTICLE NINE

 REPORTS BY THE COMPANY AND THE TRUSTEE; HOLDERS’ LISTS 
 SECTION 901. Reports by Trustee. 
 (a) Annual Report to Holders. On or before
the first July 15 following the issuance of any series of Debt Securities and on or before July 15 in each year thereafter, the Trustee shall transmit to all Holders of such Debt Securities, as hereinafter provided, a brief report dated as
of the preceding May 15 with respect to: 
 (1) its eligibility and qualifications under Sections 1005 and 1006 to serve
as Trustee hereunder, or in lieu thereof, if to the best of its knowledge it has continued to be eligible and qualified under said Sections, a written statement to such effect; 
  

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 (2) the character and amount of any advances made by it, as Trustee, which remain unpaid
on the date as of which such report is made and for the reimbursement of which it claims or may claim a lien or charge, prior to that of the Debt Securities of such series, on any property or funds held or collected by it as Trustee, if such
advances so remaining unpaid aggregate more than 1/2 of 1% of the principal amount of the Outstanding Debt Securities of such series on the date as of which such report is made; 
 (3) the amount, interest rate and maturity date of all other indebtedness owing to it in its individual capacity, on the date as of which
such report is made, by the Company or any other obligor upon the Debt Securities of such series, with a brief description of any property held as collateral security therefor, except an indebtedness based upon a creditor relationship arising in any
manner described in Section 1009(f)(2), 1009(f)(3), 1009(f)(4) or 1009(f)(6); 
 (4) the property and funds, if any,
physically in its possession as Trustee on the date as of which such report is made; 
 (5) any additional issue of Debt
Securities which it has not previously reported; and 
 (6) any action taken by the Trustee in the performance of its duties
under this Indenture which it has not previously reported and which in its opinion materially affects the Debt Securities, except action in respect of a default, notice of which has been or is to be withheld by the Trustee in accordance with the
provisions of Section 1003. 
 (b) Special Reports to Holders. The Trustee shall transmit to all Holders of Debt
Securities of any series, as hereinafter provided, a brief report with respect to the character and amount of any advances made by the Trustee (as such) since the date of the last report transmitted pursuant to the provisions of Subsection
(a) above (or, if no such report has yet been transmitted, since the date of execution of this Indenture), for the reimbursement of which it claims or may claim a lien or charge, prior to that of the Debt Securities of such series, on property
or funds held or collected by it as Trustee, and which it has not previously reported pursuant to this Subsection (b), except that the Trustee shall not be required (but may elect) to report such advances if such advances remaining unpaid at any
time aggregate 10% or less of the principal amount of the Outstanding Debt Securities of such series at such time, such report to be so transmitted within 90 days after such time. 
  

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 (c) Manner and Extent of Transmitting Reports. Each report pursuant to the
provisions of this Section 901 shall be transmitted by mail to all Holders of Debt Securities at their addresses as the same shall then appear on the Security Register. 
 (d) Copies to be Filed with Commission and Securities Exchanges. The Trustee shall, at the time of the transmission to the Holders
of the Debt Securities of any series of any report pursuant to the provisions of this Section 901, file a copy of such report with each securities exchange upon which any Debt Securities of such series are listed, with the Commission and also
with the Company. The Company agrees to notify the Trustee when, as and if any Debt Securities become listed on any securities exchange. 
 The Company will reimburse the Trustee for all expenses incurred in the preparation and transmission of any report pursuant to the provisions of this Section 901 and of Section 902. 
 SECTION 902. Reports by the Company. 
 (a) Reports and Information to be Filed with Trustee. The Company will file with the Trustee, within 30 days after the Company shall be required so to file the same with the Commission, copies of the annual reports and of the
information, documents and other reports which the Company may be required to file with the Commission pursuant to the provisions of Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (or copies of such portions of any of
the foregoing as the Commission may by rules and regulations prescribe); or, if the Company is not required to file information, documents or reports pursuant to the provisions of either of such Sections, then the Company will file with the Trustee
and the Commission, in accordance with rules and regulations prescribed by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to the provisions of Section 13 of the
Securities Exchange Act of 1934, in respect of a security listed and registered on a national securities exchange, as may be prescribed in such rules and regulations. 
 (b) Additional Information to Be Filed with Trustee and Commission. The Company will file with the Trustee and the Commission, in
accordance with rules and regulations prescribed by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants provided for in this Indenture as may be required by
such rules and regulations. 
  

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 (c) Reports to Holders. The Company will transmit to all Holders, within 30 days
after the filing thereof with the Trustee (unless some other time shall be fixed by the Commission), in the manner and to the extent provided in Section 901(c), such summaries of any information, documents and reports required to be filed by
the Company pursuant to the provisions of Subsections (a) and (b) above as may be required by rules and regulations prescribed from time to time by the Commission. 
 SECTION 903. Holders’ Lists. 
 (a) Names and Addresses of Holders. The
Company covenants and agrees that it will furnish or cause to be furnished to the Trustee with respect to the Debt Securities of each series for which it acts as Trustee: 
 (1) at least semiannually, within 10 days after each Regular Record Date with respect to such Debt Securities, a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders of such Debt Securities, as of such Record Date; and 
 (2) at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

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

(b) Trustee to Preserve Information. The Trustee will preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of Holders so furnished or caused to be furnished to it by the Company or received by it in its capacity as Paying Agent or Security Registrar. The Trustee may (1) destroy any information furnished to
it as provided in Subsection (a) above upon receipt of new similar information so furnished to it; and (2) destroy any information received by it as Paying Agent or Security Registrar, but not until 45 days after a subsequent interest
payment shall have been made. 
 (c) Trustee to Furnish Certain Information to Holders on Request. Within five Business
Days after receipt by the Trustee of a written application by any three or more Holders (hereinafter referred to as the “applicants”) stating that such applicants desire to communicate with 

  

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other Holders with respect to their rights under this Indenture or under the Debt Securities, and accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, and by reasonable proof that each such applicant has owned a Debt Security for a period of at least six months preceding the date of such application, the Trustee shall, at its election,
either 
 (1) afford to such applicants access to all information furnished to, or received by, and preserved by, the Trustee
pursuant to the provisions of this Section 903; or 
 (2) inform such applicants as to the approximate number of Holders
according to the most recent information so furnished to, or received by, and preserved by, the Trustee, and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if any, specified in such application.

 If the Trustee shall elect not to afford to such applicants access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder whose name and address are contained in the information so furnished to, or received by, and preserved by, the Trustee, a copy of the form of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of such mailing, unless, within five days after such tender, the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders or would be in
violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain
any of the objections specified in the written statement so filed, or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all objections so sustained
have been met, and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Holders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved
of any obligation or duty to such applicants respecting their application. 
 Each and every Holder of a Debt Security, by
receiving and holding the same, agrees with the Company and the Trustee that none of the Company, the Trustee or any agent of either of them shall be held 

  

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accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with the provisions of this
Subsection (c), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under this Subsection (c). 
 ARTICLE TEN 
 CONCERNING THE TRUSTEE

 SECTION 1001. Acceptance of Trusts Upon Specified Conditions. 
 The Trustee accepts the trusts created by this Indenture upon the terms and conditions hereof, including the following, to all of which the parties hereto and the Holders from time to time of the Debt Securities
agree: 
 (a) Trustee Entitled to Compensation and Expenses; Indemnification. The Trustee shall be entitled to such
compensation as is agreed upon in writing 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), and the Company agrees to pay such
compensation, and all other reasonable expenses (including the fees of Trustee’s counsel), disbursements and advances incurred or made by the Trustee hereunder, promptly on demand from time to time as such services shall be rendered and as such
expenses shall be incurred. The Company also agrees to indemnify each of the Trustee and any predecessor trustee hereunder for, and to hold it or them harmless against, any loss, liability or expense incurred without its or their own negligence or
bad faith, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder and the performance of its or their duties, as well as the costs and expenses of defending itself or themselves against any claim or
liability in connection with the exercise or performance of any of its or their powers or duties hereunder. As security for the performance of the obligations of the Company under this Subsection (a), the Trustee shall have a lien therefor on any
moneys held by the Trustee hereunder prior to any rights therein of the Holders. Notwithstanding any provisions of this Indenture to the contrary, the obligations of the Company to indemnify the Trustee under this Section 1001(a) shall survive
any satisfaction and discharge under Article Eleven. 
 (b) Trustee May Act by Agents and Attorneys. The Trustee may
execute any of the trusts or powers hereof and perform any duty hereunder either directly or by its agents and attorneys and shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it
hereunder. 
  

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 (c) Trustee Not Responsible for Recitals of Fact. The Trustee shall not be
responsible in any manner whatsoever for the correctness of the recitals contained herein or in the Debt Securities (except its certificates of authentication thereon), all of which are made by the Company solely; and the Trustee shall not be
responsible or accountable in any manner whatsoever for or with respect to the validity or execution or sufficiency of this Indenture or of the Debt Securities (except its certificates of authentication thereon), and the Trustee makes no
representation with respect thereto. The Trustee shall not be accountable for the use or application by the Company of any Debt Securities, or the proceeds of any Debt Securities, authenticated and delivered by the Trustee in conformity with the
provisions of this Indenture. 
 (d) Trustee May Consult With Counsel. The Trustee may consult with counsel, and, to
the extent permitted by Section 1002, any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered to be taken by the Trustee hereunder in good faith and in accordance with such
Opinion of Counsel. 
 (e) Trustee May Rely Upon Certificate as to Adoption of Resolutions; Requests May Be Evidenced by
Officers’ Certificate. The Trustee, to the extent permitted by Section 1002, may rely upon the certificate of the Secretary or one of the Assistant Secretaries of the Company as to the adoption of any resolution by the Board of
Directors or stockholders of the Company, and any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by, and whenever in the administration of this Indenture the Trustee shall deem it desirable that a
matter be proved or established prior to taking, offering or omitting any action hereunder, the Trustee may rely upon, an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed). 
 (f) Trustee May Become Owner or Pledgee of Debt Securities. The Trustee or any agent of the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Debt Securities and, subject to Sections 1006 and 1009, may otherwise deal with the Company with the same rights it would have had if it were not a Trustee or such agent. 
 (g) Segregation of Funds. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company. 
  

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 (h) Action at Request of or with Consent of Holder Binding on Future Holders. Any
action taken by the Trustee pursuant to any provision hereof at the request or with the consent of any Person who at the time is the Holder of any Debt Security shall be conclusive and binding in respect of any such Debt Security upon all future
Holders thereof or of any Debt Security or Securities that may be issued for or in lieu thereof in whole or in part, whether or not such Debt Security shall have noted thereon the fact that such request or consent had been made or given. 

(i) Trustee May Rely on Instruments Believed by It to Be Genuine. Subject to the provisions of Section 1002, the Trustee
may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties. 
 (j) Trustee Need Not Exercise Rights or
Powers Unless Indemnified by Holders. Subject to the provisions of Section 1002, the Trustee shall not be under any obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any
Holders, pursuant to any provision of this Indenture, unless one or more Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it therein or thereby.

 (k) Trustee Not Liable for Action Taken or Omitted in Good Faith. Subject to the provisions of Section 1002,
the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within its discretion or within the rights or powers conferred upon it by this Indenture. 
 (l) Trustee Not Bound to Make Investigation. Subject to the provisions of the first paragraph of Section 1002, 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, consent, order, approval, bond, debenture or other paper or document. 

(m) Trustee Not Deemed to Have Knowledge of Default. Subject to the provisions of Section 1002, the Trustee shall not be
deemed 

  

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to have knowledge or notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless the Holders
of not less than 25% of the Outstanding Debt Securities of any series notify the Trustee in writing thereof. 
 SECTION 1002. Duties of Trustee in Case of
Default. 
 If one or more Events of Default with respect to the Debt Securities of any series shall have happened, then, during the
continuance thereof, the Trustee shall, with respect to the Debt Securities of such series, exercise such of the rights and powers vested in it by this Indenture, and shall 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. 
 None of the provisions of this Indenture shall be
construed as relieving the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that, anything contained in this Indenture to the contrary notwithstanding: 
 (a) When No Default Subsisting. Unless and until an Event of Default with respect to the Debt Securities of any series shall have
happened, which at the time is continuing, 
 (1) the Trustee undertakes to perform such duties and only such duties with
respect to the Debt Securities of that series as are specifically set out in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee, whose duties and obligations shall be determined solely by
the express provisions of this Indenture; and 
 (2) the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, in the absence of bad faith on the part of the Trustee, upon certificates and opinions furnished to it pursuant to the express provisions of this Indenture; but in the case of any such certificates
or opinions which, by the provisions of this Indenture, 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) Trustee Not Liable for Error of Judgment Made in Good Faith by Responsible Officer. The Trustee shall not be
liable to any Holder or to any other Person for error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and 

 

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 (c) Trustee Not Liable for Certain Action or Non-Action at Direction of Holders of
Majority of Debt Securities. The Trustee shall not be liable to any Holder or to any other Person with respect to any action taken or omitted to be taken by it in good faith, in accordance with the direction of Holders given as provided in
Section 606, relating to the time, method and place of conducting any proceeding for any remedy available to it or exercising any trust or power conferred upon it by this Indenture. 
 None of the provisions of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to incur any personal
financial liability in the performance of any of its duties hereunder or in the exercise of any of its right or remedies, if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it. 
 SECTION 1003. Notice to Holders of Defaults. 
 Within 90 days after the occurrence thereof, the Trustee shall give to the Holders of the Debt Securities of a series, as provided in Section 901(c),
notice of each default with respect to the Debt Securities of such series known to the Trustee, unless such default shall have been cured before the giving of such notice (the term “default” for the purposes of this Section 1003 being
hereby defined to be the events specified in Section 601, which are, or after notice or lapse of time or both would become, Events of Default as defined in said Section); but, unless such default be the failure to pay the principal of (or
premium, if any) or interest on any of the Debt Securities of such series when and as the same shall become due and payable, or to make any sinking fund payment as to Debt Securities of the same series, the Trustee shall be protected in withholding
such notice, if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders
of the Debt Securities of such series. 
 SECTION 1004. Resignation of Trustee and Notice Thereof. 
 The Trustee, or any successor to it hereafter appointed, may at any time resign and be discharged of the trusts hereby created with respect to any one or
more or all series of Debt Securities by giving to the Company notice in writing and by mailing notice thereof to the Holders of the Debt Securities of such series at their addresses as the same shall then appear in the Security Register. Such
resignation shall take effect upon the appointment of a successor Trustee and the acceptance of such appointment by such successor Trustee. Any Trustee hereunder may be removed with respect to any series of Debt Securities at any time by the Holders
of a majority in aggregate principal amount of the Outstanding Debt Securities of such series, acting pursuant to the provisions of Article Seven or Article Eight. 
  

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 Upon its resignation or removal, any Trustee shall be entitled to the payment of reasonable compensation
for the services rendered hereunder by such Trustee and to the payment of all reasonable expenses incurred hereunder and all moneys then due to it hereunder. The Trustee’s rights to indemnification provided in Section 1001(a) shall survive
its resignation or removal. 
 SECTION 1005. Qualifications of Trustee. 
 There shall at all times be a Trustee under this Indenture, and such Trustee shall at all times be a corporation organized and doing business under the laws of the United States or of any State, which is authorized
under such laws to exercise corporate trust powers and is subject to supervision or examination by Federal or State authority and which has a combined capital and surplus of not less than $10,000,000. For the purposes of this Section 1005, the
combined capital and surplus of any such Trustee shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published by such Trustee; provided that such reports are published at least
annually, pursuant to law or to the requirements of a Federal or State supervising or examining authority. If such Trustee or any successor shall at any time cease to have the qualifications prescribed in this Section 1005, it shall promptly
resign as Trustee hereunder. 
 SECTION 1006. Disqualification of Trustee by Reason of Conflicting Interest. 
 (a) Trustee to Resign. If the Trustee has or shall acquire any conflicting interest, as the term “conflicting interest”
is defined in Subsection (d) below, with respect to the Debt Securities of any series, the Trustee shall, within 90 days after ascertaining that it has such conflicting interest, either eliminate such conflicting interest or resign with respect
to the Debt Securities of that series, such resignation to become effective upon the appointment of a successor Trustee and the acceptance by such successor Trustee of such appointment. If the Trustee shall resign, the Company shall take prompt
steps to have a successor appointed in the manner provided in Section 1007. 
 (b) Notice to Holders of Failure to
Resign. In the event that the Trustee shall fail to comply with the provisions of Subsection (a) above, the Trustee shall, within ten days after the expiration of such 90 day period, transmit notice of its failure in that regard to the
Holders as provided in Section 901(c). 
 (c) Right of Holders to Petition for Removal of Trustee. Subject to the
provisions of Section 607, any Holder of a Debt Security of any series, who has been a bona fide Holder of a Debt Security of such 

  

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series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of
the Trustee with respect to the Debt Securities of that series and the appointment of a successor Trustee, if the Trustee shall fail, after written request therefor by such Holder, to comply with the provisions of Subsection (a) above.

 (d) Meaning of the Term “Conflicting Interest”; Calculation of Percentages of Debt Securities. For the
purposes of this Section 1006, the Trustee shall be deemed to have a “conflicting interest” with respect to the Debt Securities of any series, if 
 (1) the Trustee is trustee under this Indenture with respect to Outstanding Debt Securities of any series other than that series or is
trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the Company are outstanding; provided, however, that there shall be excluded from the operation
of this paragraph (1) this Indenture with respect to the Debt Securities of any series other than that series and any other indenture or indentures under which other securities or certificates of interest or participation in other securities of
the Company are outstanding, if (i) this Indenture (with respect to the Debt Securities of that series and each other series for which the Trustee is trustee hereunder) and such other indenture or indentures are wholly unsecured, and such other
indenture or indentures are hereafter qualified under the Trust Indenture Act, unless the Commission shall have found and declared by order pursuant to subsection (b) of Section 305 or subsection (c) of Section 307 of the Trust
Indenture Act that differences exist between the provisions of this Indenture with respect to Debt Securities of that series and one or more other series or between provisions of this Indenture with respect to Debt Securities of that series and the
provisions of such other indenture or indentures, which are so likely to involve a material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify the Trustee from acting as trustee under
this Indenture with respect to the Debt Securities of that series and such other series or under one of said other indentures; or (ii) the Company shall have sustained the burden of proving, on application to the Commission and after the
opportunity for hearing thereon, that the trusteeship under this Indenture with respect to the Debt Securities of that series and, as the case may be, with respect to Securities of such other series or under such other indenture is not so likely to
involve a material conflict of interest as to make it necessary in the public interest or 

  

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for the protection of investors to disqualify the Trustee from acting as such under this Indenture with respect to the Debt Securities of that series and
such other series or under one of such indentures; 
 (2) the Trustee or any of its directors or executive officers is an
obligor upon the Debt Securities of such series issued under this Indenture or an underwriter for the Company; 
 (3) the
Trustee directly or indirectly controls, or is directly or indirectly controlled by, or is under direct or indirect common control with, the Company or an underwriter for the Company; 
 (4) the Trustee or any of its directors or executive officers is a director, officer, partner, employee, appointee or representative of
the Company, or of any underwriter (other than the Trustee itself) for the Company who is currently engaged in the business of underwriting, except that (A) one individual may be a director and/or an executive officer of the Trustee and a
director and/or an executive officer of the Company, but may not be at the same time an executive officer of both the Trustee and the Company, and (B) if and so long as the number of directors of the Trustee in office is more than nine, one
additional individual may be a director and/or an executive officer of the Trustee and a director of the Company, and (C) the Trustee may be designated by the Company or by any underwriter for the Company to act in the capacity of transfer
agent, registrar, custodian, paying agent, fiscal agent, escrow agent or depositary, or in any other similar capacity, or, subject to the provisions of paragraph (1) of this Subsection (d), to act as trustee, whether under an indenture or
otherwise; 
 (5) 10% or more of the voting securities of the Trustee is beneficially owned either by the Company or by any
director, partner or executive officer thereof, or 20% or more of such voting securities is beneficially owned, collectively, by any two or more of such persons; or 10% or more of such voting securities is beneficially owned either by an underwriter
for the Company or by any director, partner or executive officer thereof, or is beneficially owned, collectively, by any two or more of such persons; 
 (6) the Trustee is the beneficial owner of, or holds as collateral security for an obligation which is in default (as hereinafter in this Subsection (d) defined), (A) 5% or more of the voting securities, or
10% or more of any other class of security, of the Company, not including any of the Debt Securities and not 

  

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including securities issued under any other indenture under which the Trustee is also trustee, or (B) 10% or more of any class of security of an
underwriter for the Company; 
 (7) the Trustee is the beneficial owner of, or holds as collateral security for an obligation
which is in default (as hereinafter in this Subsection (d) defined), 5% or more of the voting securities of any person who, to the knowledge of the Trustee, owns 10% or more of the voting securities of, or controls directly or indirectly, or is
under direct or indirect common control with, the Company; 
 (8) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default (as hereinafter in this Subsection (d) defined), 10% or more of any class of security of any person who, to the knowledge of the Trustee, owns 50% or more of the voting securities of the
Company; or 
 (9) the Trustee owns, on May 15 in any calendar year, in the capacity of executor, administrator,
testamentary or inter vivos trustee, guardian, committee or conservator, or in any other similar capacity, an aggregate of 25% or more of the voting securities, or of any class of security, of any person, the beneficial ownership of a specified
percentage of which would have constituted a conflicting interest under paragraph (6), (7) or (8) of this Subsection (d). As to any of such securities of which the Trustee acquired ownership through becoming executor, administrator or
testamentary trustee of an estate which included them, the provisions of the preceding sentence shall not apply, for a period of not more than two years from the date of such acquisition, to the extent that such securities included in such estate do
not exceed 25% of such voting securities or 25% of any such class of security. Promptly after May 15 in each calendar year, the Trustee shall make a check of its holdings of such securities in any of the above-mentioned capacities as of such
May 15. If the Company shall fail to make payment in full of the principal of (or premium, if any) or interest of any of the Debt Securities under this Indenture, when and as the same becomes due and payable, and such failure shall continue for
30 days thereafter, the Trustee shall make a prompt check of its holdings of such securities in any of the above-mentioned capacities as of the date of the expiration of such 30-day period, and after such date, notwithstanding the foregoing
provisions of this paragraph (9), all such securities so held by the Trustee, with sole or joint control 

  

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over such securities vested in it, shall, but only so long as such failure shall continue, be considered as though beneficially owned by the Trustee, for the
purposes of paragraphs (6), (7) and (8) of this Subsection (d). 
 The specification of percentages in paragraphs (5) to (9),
inclusive, of this Subsection (d) shall not be construed as indicating that the ownership of such percentages of the securities of a person is or is not necessary or sufficient to constitute direct or indirect control for the purposes of
paragraph (3) or paragraph (7) of this Subsection (d). 
 For the purposes of paragraphs (6), (7), (8) and (9) of this
Subsection (d), (A) the terms “security” and “securities” shall include only such securities as are generally known as corporate securities, but shall not include any note or other evidence of indebtedness issued to evidence
an obligation to repay moneys lent to a person by one or more banks, trust companies or banking firms, or any certificate of interest or participation in any such note or evidence of indebtedness; (B) an obligation shall be deemed to be
“in default” when a default in payment of principal shall have continued for 30 days or more and shall not have been cured; and (C) the Trustee shall not be deemed the owner or holder of (i) any security which it holds as
collateral security (as trustee or otherwise) for an obligation which is not in default as defined in clause (B) above, or (ii) any security which it holds as collateral security under this Indenture, irrespective of any default hereunder,
or (iii) any security which it holds as agent for collection, or as a custodian, escrow agent or depositary or in any similar representative capacity. 
 For the purposes of this Subsection (d) the term “underwriter” when used with reference to the Company means every person who, within three years prior to the time as of which the determination is made,
has purchased from the Company with a view to, or has offered for or has sold for the Company in connection with, the distribution of any security of the Company which is outstanding at the time the determination is made, or has participated or has
had a direct or indirect participation in any such undertaking, or has participated or has had a participation in the direct or indirect underwriting of any such undertaking; but such term shall not include a person whose interest was limited to a
commission from an underwriter or dealer not in excess of the usual and customary distributors’ or sellers’ commission. 
 The
percentages of voting securities and other securities specified in this Subsection (d) shall be calculated in accordance with the following provisions: 
 (A) A specified percentage of the voting securities of a person means such amount of the outstanding voting securities of 

  

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such person as entitles the holder or holders thereof to cast such specified percentage of the aggregate votes which the holders of all the outstanding
voting securities of such person are entitled to cast in the direction or management of the affairs of such person. 
 (B) A
specified percentage of a class of securities of a person means such percentage of the aggregate amount of securities of the class outstanding. 
 (C) The term “amount”, when used in regard to securities, means the principal amount, if relating to evidence of indebtedness; the number of shares, if relating to capital shares; and the number of units, if
relating to any other kind of security. 
 (D) The term “outstanding” means issued and not held by or for the
account of the issuer. The following securities shall not be deemed outstanding within the meaning of this definition: 
 (i)
securities of an issuer held in a sinking fund relating to securities of the issuer of the same class; 
 (ii) securities of
an issuer held in a sinking fund relating to another class of securities of the issuer, if the obligation evidenced by such other class of securities is not in default as to principal or interest or otherwise; 
 (iii) securities pledged by the issuer thereof as security for an obligation of the issuer not in default as to principal or interest or
otherwise; and 
 (iv) securities held in escrow, if placed in escrow by the issuer thereof; 
 provided, however, that any voting securities of an issuer shall be deemed outstanding if any person other than the issuer is entitled to
exercise the voting rights thereof. 
 (E) A security shall be deemed to be of the same class as another security if both
securities confer upon the holder or holders thereof substantially the same rights and privileges; provided, however, (i) that, in the case of secured evidences of indebtedness, all of which are issued under a single indenture,
differences in the interest rates or maturity dates of various series thereof shall not be deemed sufficient to constitute such series different classes, and (ii) that, in the case of unsecured evidences of indebtedness, differences in the
interest rates or maturity dates 

  

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thereof shall not be deemed sufficient to constitute them securities of different classes, whether or not they are issued under a single indenture.

 In the event that any person other than the Company shall at any time become an obligor upon any of the Debt Securities, so long as such
person shall continue to be such obligor the provisions of this Subsection (d), in addition to being applicable to the Trustee and the Company, shall be applicable to the Trustee and such obligor. 
 SECTION 1007. Appointment of Successor Trustee. 
 In
case at any time the Trustee shall resign, or shall be removed (unless the Trustee shall be removed as provided in Subsection (c) of Section 1006, in which event the vacancy shall be filled as provided in said Subsection), or shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if any public officer shall take charge or control of the Trustee or of its property of affairs for the
purpose of rehabilitation, conservation or liquidation with respect to the Debt Securities of one or more series, a successor Trustee with respect to the Debt Securities of that or those series (it being understood that any such successor Trustee
may be appointed with respect to the Debt Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Debt Securities of any series) may be appointed by the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of that or those series, by an instrument or instruments in writing signed in duplicate by such Holders and filed, one original thereof with the Company and the other with the successor
Trustee; but, until a successor Trustee shall have been so appointed by the Holders of Debt Securities of that or those series as herein authorized, the Company by Board Resolution, or, in case all or substantially all the assets of the Company
shall be in the possession of one or more custodians or receivers lawfully appointed, or of trustees in bankruptcy or reorganization proceedings (including a trustee or trustees appointed under the provisions of the Federal bankruptcy laws, as now
or hereafter constituted), or of assignees for the benefit of creditors, such receivers, custodians, trustees or assignees, as the case may be, by an instrument in writing, shall appoint a successor Trustee with respect to the Debt Securities of
such series. Subject to the provisions of Sections 1004, 1005 and 1006, upon the appointment as aforesaid of a successor Trustee with respect to the Debt Securities of any series, the Trustee with respect of the Debt Securities of such series shall
cease to be Trustee hereunder. After any such appointment (other than by the Holders of Debt Securities of that or those series) the person making such appointment shall forthwith cause notice thereof to be mailed to the Holders of Debt Securities
of such series at their addresses as the same shall then appear on the Security Register; but any successor Trustee with respect to the Debt Securities of such series so appointed shall immediately and without further 

  

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act, be superseded by a successor Trustee appointed by the Holders of Debt Securities of such series in the manner above prescribed, if such appointment be
made prior to the expiration of one year from the date of the mailing of such notice by the Company, or by such receivers, trustees or assignees. 
 If any Trustee with respect to the Debt Securities of one or more series shall resign because of conflict of interest as provided in Section 1006(a) and a successor Trustee shall not have been appointed by the Company or by the Holders
of the Debt Securities of such series or, if any successor Trustee so appointed shall not have accepted its appointment within 30 days after such appointment shall have been made, the resigning Trustee may apply to any court of competent
jurisdiction for the appointment of a successor Trustee. If in any other case a successor Trustee shall not be appointed pursuant to the foregoing provisions of this Section 1007 within three months after such appointment might have been made
hereunder, the Holder of any Debt Security of the applicable series or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, in any such case, after such notice, if any, as
such court may deem proper, appoint a successor Trustee. 
 Any successor Trustee appointed hereunder with respect to the Debt Securities of
one or more series shall execute, acknowledge and deliver to its predecessor Trustee and to the Company, or to the receivers, trustees, assignees or court appointing it, as the case may be, an instrument accepting such appointment hereunder, and
thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations with respect to such series of such predecessor Trustee with like
effect as if originally named as Trustee hereunder, and such predecessor Trustee, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to pay over, and such successor Trustee shall be entitled to receive, all
moneys and properties held by such predecessor Trustee as Trustee hereunder. Nevertheless, on the written request of the Company or of the successor Trustee or of the Holders of at least 10% in aggregate principal amount of the Outstanding Debt
Securities of such series, such predecessor Trustee, upon payment of its said charges and disbursements, shall execute and deliver an instrument transferring to such successor Trustee upon the trusts herein expressed all the rights, powers and
trusts of such predecessor Trustee and shall assign, transfer and deliver to the successor Trustee all moneys and properties held by such predecessor Trustee; and, upon request of any such successor Trustee, the Company shall make, execute,
acknowledge and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Trustee all such authority, rights, powers, trusts, immunities, duties and obligations. 
  

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 SECTION 1008. Merger, Conversion or Consolidation of Trustee or Transfer of its Corporate Trust Business;
Authentication of Debt Securities by Successor Trustee. 
 Any corporation into which the Trustee or any successor to it in the trusts
created by this Indenture shall be merged or converted, or any corporation with which it or any successor to it shall be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee or any such
successor to it shall be a party, or any corporation to which the Trustee or any successor to it shall sell or otherwise transfer all or substantially all of the corporate trust business of the Trustee, shall be the successor Trustee under this
Indenture without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture with respect to one or more
series of Debt Securities, any of such Debt Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Debt Securities so
authenticated; and in case at that time any of the Debt Securities shall not have been authenticated, any successor to the Trustee may authenticate such Debt Securities either in the name of any predecessor Trustee hereunder or in the name of the
successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Debt Securities or in this Indenture provided that the certificate of the Trustee shall have. 
 SECTION 1009. Trustee Required to Account for Amounts Collected as Creditor of the Company Under Certain Conditions. 
 (a) Trustee, as a Creditor, to Set Apart and Hold Certain Moneys in a Special Account During Default. 
 If the Trustee in its individual capacity shall be, or shall become, a creditor, directly or indirectly, secured or unsecured, of the
Company within four months prior to a default, as the term “default” is defined in Subsection (e) of this Section 1009, or subsequent to such a default, then, unless and until such default shall be cured, the Trustee shall set
apart and hold in a special account for the benefit of the Trustee individually, the Holders of Debt Securities and the holders of any other indenture securities as the term “other indenture securities” is defined in said Subsection (e):

 (1) an amount equal to any and all reductions in the amount due and owing upon any claim as such creditor in respect of
principal or interest, effected after the beginning of such four months’ period and valid as against the Company and its other creditors, except any such reduction resulting from the receipt or 

  

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disposition of any property described in paragraph (2) of this Subsection (a), or from the exercise of any right of setoff which the Trustee could have
exercised, if any voluntary or involuntary case had been commenced in respect of the Company under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law
upon the date of such default; and 
 (2) all property received by the Trustee in respect of any claim as such creditor,
either as security therefor, or in satisfaction or composition thereof or otherwise, after the beginning of such four months’ period, or an amount equal to the proceeds of any such property, if disposed of, subject, however, to the rights, if
any, of the Company and its other creditors in such property or such proceeds. 
 (b) Situations Not Requiring Trustee to
Account. Nothing contained in this Section 1009 shall affect the right of the Trustee: 
 (1) to retain for its own
account (A) payments made on account of any such claim by any person (other than the Company) who is liable thereon, and (B) the proceeds of the bona fide sale of any such claim by the Trustee to a third person, and (C) distributions
made in cash, securities or other property in respect of claims filed against the Company in bankruptcy or receivership or in proceedings for reorganization pursuant to the Federal bankruptcy laws, as now or hereafter constituted, or applicable
State law; 
 (2) to realize, for its own account, upon any property held by it as security for any such claim, if such
property was so held prior to the beginning of such four months’ period; 
 (3) to realize, for its own account, but only
to the extent of the claim hereinafter mentioned, upon any property held by it as security for any such claim, if such claim was created after the beginning of such four months’ period and such property was received as security therefor
simultaneously with the creation thereof, and if the Trustee shall sustain the burden of proving that at the time such property was so received the Trustee had no reasonable cause to believe that a default, as defined in Subsection (e) of this
Section 1009, would occur within four months; or 
 (4) to receive payment on any claim referred to in paragraph
(2) or paragraph (3) of this Subsection (b), against the 

  

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release of any property held as security for such claim as provided in said paragraph (2) or said paragraph (3), as the case may be, to the extent of
the fair value of such property. 
 For the purposes of paragraphs (2), (3) and (4) of this Subsection (b), property substituted
after the beginning of such four months’ period for property held as security at the time of such substitution shall, to the extent of the fair value of the property released, have the same status as the property released, and, to the extent
that any claim referred to in any of such paragraphs is created in renewal of, or in substitution for, or for the purpose of repaying or refunding, any preexisting claim of the Trustee as such creditor, such claim shall have the same status as such
pre-existing claim. 
 (c) Apportionment of Funds and Property Set Apart. If the Trustee shall be required to account,
the funds and property held in a special account pursuant to the provisions of this Section 1009 and the proceeds thereof shall be apportioned among the Trustee, the Holders of Debt Securities and the holders of other indenture securities in
such manner that the Trustee, the Holders of Debt Securities and the holders of other indenture securities realize, as a result of payments from such special account and payments of dividends on claims filed against the Company in receivership or
liquidation proceedings or any voluntary or involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or applicable State law, the same percentage of their respective claims, figured before crediting to the claim of the
Trustee anything on account of the receipt by it from the Company of the funds and property in such special account and before crediting to the respective claims of the Trustee, the Holders of Debt Securities and the holders of other indenture
securities dividends on claims filed against the Company in receivership or liquidation proceedings or any voluntary or involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or applicable State law, but after crediting
thereon receipts on account of the indebtedness represented by their respective claims from all sources other than from such dividends and from the funds and property so held in such special account. As used in this Subsection (c) with respect
to any claim, the term “dividends” shall include any distribution with respect to such claim in receivership or liquidation proceedings or any voluntary or involuntary case under the Federal bankruptcy laws, as now or hereafter
constituted, or applicable State law, whether such distribution is made in cash, securities or other property, but shall not include any such distribution with respect to the secured portion, if any, of such claim. The court in which such
receivership or liquidation proceeding or such voluntary or involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or applicable State law shall be pending shall have jurisdiction (A) to apportion among the
Trustee, the Holders of Debt 

  

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Securities and the holders of other indenture securities, in accordance with the provisions of this Subsection (c), the funds and property held in such
special account and the proceeds thereof, or (B) in lieu of such an apportionment thereof, in whole or in part, to give to the provisions of this Subsection (c) due consideration in determining the fairness of the distributions to be made
to the Trustee, the Holders of Debt Securities and the holders of other indenture securities with respect to their respective claims, in which event it shall not be necessary to liquidate or to appraise the value of any securities or other property
held in such special account or as security for any such claim, or to make a specific allocation of such distributions as between the secured and unsecured portions of such claims, or otherwise to apply the provisions of this Subsection (c) as
a mathematical formula. 
 (d) In Case of Resignation or Removal of Trustee. In case the Trustee shall have resigned or
been removed after the beginning of such four months’ period, the Trustee shall be subject to the provisions of this Section 1009 as though such resignation or removal had not occurred. If the Trustee shall have resigned or been removed
prior to the beginning of such four months’ period, it shall be subject to the provisions of this Section 1009 if and only if the receipt of property or reduction of claim which would have given rise to the obligation to account, if the
Trustee had continued as such trustee hereunder, occurred after the beginning of such four months’ period and within four months after such resignation or removal. 
 (e) Meaning of Certain Terms as Used in Section 1009. As used in this Section 1009, the term “default” means
any failure to make payment in full of the principal of (or premium, if any) or interest or the Debt Securities or any other indenture securities, when and as such principal (or premium) or interest becomes due and payable; and the term “other
indenture securities” means securities upon which the Company is an obligor (as the term “obligor” is defined in the Trust Indenture Act) outstanding under any other indenture which is qualified under the Trust Indenture Act and under
which the Trustee is also trustee and under which a default exists at the time of the apportionment of the funds and property held in said special account. 
 (f) Creditor Relationships to Which Section 1009 Inapplicable. None of the foregoing provisions of this Section 1009 shall be applicable in respect of a creditor relationship arising from: 

(1) the ownership or acquisition of securities issued under any indenture, or any security or securities having a maturity of one year
or more at the time of acquisition by the Trustee; 
  

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 (2) advances authorized by a court of competent jurisdiction in the premises, in any
voluntary or involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law, or by this Indenture, for the purposes of preserving any property
which shall at the time be subject to the lien of this Indenture or of discharging tax liens or other prior liens or encumbrances thereon, if notice of such advance and of the circumstances surrounding the making thereof is given to the Holders of
the Debt Securities at the time and in the manner provided in Section 901 with respect to reports pursuant to Subsections (a) and (b) thereof; 
 (3) disbursements made in the ordinary course of business in the capacity of trustee under an indenture, transfer agent, registrar,
custodian, paying agent, fiscal agent or depositary, or other similar capacity; 
 (4) an indebtedness created as a result of
services rendered or premises rented; or an indebtedness created as a result of goods or securities sold in a cash transaction, as defined in this Subsection (f); 
 (5) the ownership of stock or of other securities of a corporation organized under the provisions of Section 25(a) of the Federal
Reserve Act, as amended, which is directly or indirectly a creditor of the Company; or 
 (6) the acquisition, ownership,
acceptance or negotiation of any drafts, bills of exchange, acceptances or obligations which fall within the classification of self-liquidating paper, as the term “self-liquidating paper” is defined in this Subsection (f). 
 The term “security” or “securities” as used in this Subsection (f) shall mean any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate,
certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in,
temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. 
  

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 The term “cash transaction” as used in paragraph (4) of this Subsection (f) means any
transaction in which full payment for goods or securities sold is made within seven days after the delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand. 
 The term “self-liquidating paper” as used in paragraph (6) of this Subsection (f) means any draft, bill of exchange, acceptance or
obligation which is made, drawn, negotiated or incurred by the Company for the purpose of financing the purchase, processing, manufacture, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title
to, possession of or a lien upon the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security; provided that the security is received by the
Trustee simultaneously with the creation of the creditor relationship with the Company arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation. 
 In the event that any person other than the Company shall at any time become an obligor upon any of the Debt Securities, so long as such person shall
continue to be such obligor the provisions of this Section 1009, in addition to being applicable to the Trustee and the Company, shall be applicable to the Trustee and such obligor. 
 SECTION 1010. Trustee May Rely on Officers’ Certificate. 
 Subject to Section 1002, and
subject to the provisions of Section 1403 with respect to the certificates required thereby, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers’ Certificate with respect thereto delivered to the Trustee, and such Officers’ Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to
the Trustee for any action taken, suffered to be taken or omitted by it under the provisions of this Indenture upon the faith thereof. 
  

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 ARTICLE ELEVEN 
 SATISFACTION AND DISCHARGE 
 SECTION 1101. Discharge of Indenture Upon Payment of Debt Securities. 
 If and when the principal of (and premium, if any) and interest on all the Outstanding Debt Securities and all other sums due hereunder shall have been
fully paid, this Indenture shall cease and terminate, and, upon receipt of a Company Request accompanied by the Officers’ Certificate and Opinion of Counsel required by Section 1403, and upon proof being given to the reasonable
satisfaction of the Trustee that all the Debt Securities have been paid or satisfied, and upon payment of the costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this
Indenture, the Trustee shall cancel this Indenture and execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction hereof. 
 If at any time no Debt Securities have been issued and authenticated or if all previously issued and authenticated Debt Securities have been cancelled or delivered to the Trustee for cancellation, upon receipt of a
Company Request accompanied by the Officers’ Certificate and Opinion of Counsel required by Section 1403, and upon payment of the costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out
the provisions of this Indenture, the Trustee shall cancel this Indenture and execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction hereof. 
 SECTION 1102. Discharge of Indenture Upon Deposit of Moneys. 
 If, at the Maturity of the Debt Securities of any series, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, funds sufficient to pay the principal of (and premium, if any) and interest on all of the
Outstanding Debt Securities of such series, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, the Trustee, upon receipt of a Company
Request accompanied by the Officers’ Certificate and Opinion of Counsel required by Section 1403, shall cancel and satisfy this Indenture. The Trustee shall apply the moneys so deposited to the payment to the Holders of the Debt Securities
of such series of all sums due thereon for principal (and premium, if any) and interest. 
 SECTION 1103. Discharge of Certain Indebtedness Upon Deposit
of Moneys. 
 If this Section 1103 is specified in the manner contemplated by Section 301 to be applicable to Debt Securities of
any series, the Company shall 

  

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be deemed to have paid and discharged the entire indebtedness on all Outstanding Debt Securities of such series if the Company shall (a) deposit with
the Trustee, in trust for the benefit of the Holders thereof, (1) funds sufficient to pay or (2) such amount of Government Obligations as will or will together with the income thereon, without consideration of any reinvestment thereof, be
sufficient to pay the principal of (and premium, if any) and interest on the Debt Securities of such series, as such payments shall become due from time to time, and (b) pay or make arrangements satisfactory to the Trustee for paying all costs,
charges and expenses incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture in relation thereto, then this Indenture shall cease to be of further effect with respect to Debt Securities of such series (except
as to (i) rights of registration of transfer, substitution and exchange of Debt Securities of such series, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest on the Debt Securities of such
series as such payments shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) provisions, if any, applicable to such
series relating to optional redemption and Mandatory and Optional Sinking Fund Payments and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Debt Securities of such series shall be deemed
Outstanding)), and the Company shall have no further obligations or liability with respect to any Debt Securities of such series. 
 In any
such case the Trustee, upon receipt of a Company Request accompanied by the Officers’ Certificate and Opinion of Counsel required by Section 1403, shall execute and deliver to the Company such instruments as shall be requisite to evidence
the satisfaction thereof with respect to Debt Securities of such series. The Trustee shall apply the amounts so deposited and the proceeds thereof to the payment to the Holders of the Debt Securities of such series of all sums due thereon for
principal (and premium, if any) and interest. 
 SECTION 1104. Termination of Certain Obligations Upon Deposit of Moneys. 
 If this Section 1104 is specified in the manner contemplated by Section 301 to be applicable to Debt Securities of any series, the
Company’s obligations on all Debt Securities of such series shall be deemed to be terminated on the 91st day after the Company deposits with the Trustee, in trust for the benefit of the Holders thereof, (a) funds sufficient to pay, or
(b) such amount of Government Obligations as will or will together with the income thereon, without consideration of any reinvestment thereof, be sufficient to pay the principal of (and premium, if any) and interest on all of the Debt
Securities of such series, as such payments shall become due from time to time; provided, however, that no Event of Default under Section 601(e) or 601(f) or event which, with notice or lapse of time or both, would constitute such
an Event of Default, shall have occurred and be continuing on such date; and provided further that such 

  

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termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of
(and premium, if any) and interest on the Debt Securities of such series if not paid (or considered paid) when due from the funds and Government Obligations (and the income thereon) so deposited. Notwithstanding the termination of any obligations of
the Company in accordance with this Section 1104, the Company’s rights and obligations under Sections 305, 306, 501, 502, 503, 903, 1001, 1004, 1105 and 1106, and provisions, if any, applicable to such series relating to optional
redemption and Mandatory and Optional Sinking Fund Payments, shall survive until the Debt Securities of such series are no longer Outstanding. Thereafter the Company’s rights and obligations under Sections 1001, 1105 and 1106 shall survive.

 After a deposit as provided herein, the Trustee, upon receipt of a Company Request, shall acknowledge in writing the discharge of the
Company’s obligations under this Indenture with respect to Debt Securities of a particular series except for those surviving obligations specified above. The Trustee shall apply the amounts so deposited and the proceeds thereof to the payment
to the Holders of the Debt Securities of such series of all sums due thereon for principal (and premium, if any) and interest. 
 SECTION 1105. Certain
Deposits With the Trustee to be Held in Escrow. 
 Any deposits with the Trustee referred to in Section 1103 or 1104 shall be
irrevocable (except to the extent provided in Section 1106) and shall be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee. If any Outstanding Debt Securities of a series are to be redeemed
prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any Mandatory or Optional Sinking Fund Payments, the applicable escrow trust agreement shall provide therefor, and the Company shall make
such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. The agreement shall provide that, upon satisfaction of any Mandatory Sinking Fund Payments,
whether by deposit of funds, application of proceeds of deposited Government Obligations or, if permitted, by delivery of Debt Securities, the Trustee shall pay or deliver over to the Company as excess funds pursuant to Section 1106 all funds
or obligations then held under the agreement and allocable to the Mandatory Sinking Fund Payments so satisfied. 
 If Debt Securities of a
series with respect to which such deposits are made may be subject to later redemption at the option of the Company or pursuant to Optional Sinking Fund Payments, the applicable escrow trust agreement may, at the option of the Company, provide
therefor. In the case of an optional redemption in whole or in part, such agreement shall require the Company to deposit with the Trustee on or before the date on which notice of 

  

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redemption is given funds sufficient to pay the Redemption Price of the Debt Securities to be redeemed together with all unpaid interest thereon to the
Redemption Date. Upon such deposit of funds, the Trustee shall pay or deliver over to the Company as excess funds pursuant to Section 1106 all funds or obligations then held under such agreement and allocable to the Debt Securities to be
redeemed. In the case of exercise of optional Sinking Fund Payment rights by the Company, such agreement may, at the option of the Company, provide that upon deposit by the Company with the Trustee of funds pursuant to such exercise the Trustee
shall pay or deliver over to the Company as excess funds pursuant to Section 1106 all funds or obligations then held under such agreement for such series and allocable to the Debt Securities to be redeemed. 
 SECTION 1106. Repayment to Company. 
 The Trustee and
any Paying Agent shall promptly pay or return to the Company upon Company Request any money or Government Obligations held by them at any time that are not required for the payment of the principal of (and premium, if any) and interest on the Debt
Securities of any series for which money or Government Obligations have been deposited, including any such money or Government Obligations held by the Trustee under any escrow trust agreement entered into pursuant to Section 1105. 

The provisions of the last paragraph of Section 503 shall apply to any money held by the Trustee or any Paying Agent under this Article that
remains unclaimed for two years after the Maturity of any series of Debt Securities for which money or Government Obligations have been deposited pursuant to Article Eleven. 
 SECTION 1107. Reinstatement. 
 If the Trustee or any Paying Agent is unable to apply any money and/or
Government Obligations deposited in trust in accordance with Section 1103 or 1104 by reason of any legal proceeding or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting
such application (including any such order or judgment requiring the payment of such money and/or Government Obligations to the Company), the Company’s obligations under this Indenture and the Debt Securities shall be revived and reinstated as
of such date, until such time as the Trustee or such Paying Agent is permitted to apply all such money and/or Government Obligations in accordance with Section 1103 or 1104, as the case may be; provided, however, that if the
Company has made any payment of the principal of (or premium, if any) or interest on any Debt Securities because of the reinstatement of its obligations, the Company shall be entitled to receive the aggregate amount of such payments from the Trustee
or such Paying Agent as excess funds pursuant to Section 1106. In the event that for any reason the Trustee 

  

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or such Paying Agent is unable to pay any such amount pursuant to Section 1106, the Company shall be subrogated to the rights of the Holders of such
Debt Securities to receive such payments from the money and/or Government Obligations held by the Trustee or such Paying Agent pursuant to Section 1105. 
 SECTION 1108. Indemnity for Government Obligations. 
 The Company shall pay and shall indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the deposited Government Obligations or the principal or interest received on such Obligations. 
 SECTION
1109. Deposits of Foreign Currencies. 
 Notwithstanding the foregoing provisions of this Article Eleven, if the Debt Securities of any
series are payable in a Foreign Currency, the coin or currency or currency unit or the nature of the government obligations to be deposited with the Trustee under the foregoing provisions of this Article Eleven shall be as set forth in the
Officers’ Certificate or established in the supplemental indenture under which the Debt Securities of such series are issued. 
 ARTICLE
TWELVE 
 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, 
 OFFICERS AND DIRECTORS 
 SECTION 1201. Liability Solely Corporate. 
 No recourse shall be had for the payment of the principal of (or premium, if any) or interest on any Debt Security or for any claim based thereon or
otherwise in respect thereof or of the indebtedness represented thereby, or upon any obligation, covenant or agreement of this Indenture, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or
of any successor corporation, either directly or through the Company or any successor corporation, 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 the Debt Securities are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, because of the incurring of the indebtedness hereby authorized or under or by reason of any of the
obligations, covenants, promises or agreements contained in this Indenture or in any of the Debt Securities or to be implied herefrom or therefrom, and that all liability, if any, of that character against every such incorporator, stockholder,
officer and director is, by the acceptance of the Debt Securities and as a condition of, and as part of the consideration for, the execution of this Indenture and the issue of the Debt Securities, expressly waived and released. 
  

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 ARTICLE THIRTEEN 
 SUPPLEMENTAL INDENTURES 
 SECTION 1301. Without Consent of Holders, Company and Trustee May Enter Into Supplemental
Indentures for Specified Purposes. 
 The Company 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 one or more or all of the following purposes: 
 (a) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or
benefit of the Holders of all or any series of the Debt Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Debt Securities, stating that such covenants, agreements and Events of
Default are expressly being included for the benefit of such series as shall be identified therein); 
 (b) to evidence and
provide for the acceptance of appointment hereunder by a successor trustee with respect to the Debt Securities of one or more series; 
 (c) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by a successor, transferee or lessee corporation of the covenants and obligations of the Company
contained in the Debt Securities of one or more series and in this Indenture or any supplemental indenture; 
 (d) to cure any
ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any other
provision in regard to matters or questions arising under this Indenture which the Board of Directors may deem necessary or desirable and which shall not materially adversely affect the interests of the Holders of the Debt Securities; 
 (e) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Debt Securities any property or assets which the
Company may be required to convey, transfer, assign, mortgage or pledge in accordance with the provisions of Section 504; 
  

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 (f) to prohibit the authentication and delivery of additional series of Debt Securities;

 (g) to establish the forms and terms of the Debt Securities of any series as permitted in Sections 201, 202 and 301 and to
delete or modify any Events of Default with respect to such Debt Securities, or to authorize the issuance of additional Debt Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized
amount, terms or purposes of issue, authentication or delivery of the Debt Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; and 
 (h) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect or maintain the
qualification of this Indenture under the Trust Indenture Act. 
 Subject to the provisions of Section 1303, the Trustee is authorized
to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or
assets thereunder. 
 Any supplemental indenture authorized by the provisions of this Section 1301 may be executed by the Company and
the Trustee without the consent of the Holders of any of the Outstanding Debt Securities, notwithstanding any of the provisions of Section 1302. 
 SECTION 1302. Modification of Indenture by Supplemental Indenture With Consent of Holders. 
 With the consent (evidenced as
provided in Article Seven) of the holders of not less than a majority in aggregate principal amount of the Debt Securities at the time Outstanding which are affected by such indenture supplemental hereto (voting as a single class), the Company, when
authorized by a resolution of the Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Debt Securities of such series to be affected; provided, however, that no such
supplemental indenture shall (a) extend the Stated Maturity of any Debt Security, or reduce the rate or extend the time of payment of interest thereon, or reduce the amount of the 

  

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principal thereof, or reduce any premium payable upon the redemption thereof, or reduce the amount of the principal of any Original Issue Discount Security
that would be due and payable upon a declaration of the acceleration of the Maturity thereof pursuant to Section 602 or make the principal thereof or interest or premium thereon payable in any coin or currency other than that provided in the
Debt Securities, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity thereof as provided in Section 607, without the consent of the Holder of each Debt Security so affected, or (b) reduce
the aforesaid percentage of Debt Securities of any series, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all the Debt Securities then Outstanding, or (c) modify, without
the written consent of the Trustee, the rights, duties or immunities of the Trustee. 
 A supplemental indenture which changes or eliminates
any provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Debt Securities, or which modifies the rights of the Holders of Debt Securities of such series with respect of such
provision, shall be deemed not to affect the rights under this Indenture of the Holders of Debt Securities of any other series. 
 It shall
not be necessary for the consent of the Holders under this Section 1302 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. 
 Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 1302, the
Company shall mail a notice, setting forth in general terms the substance of such supplemental indenture, to the Holders of Debt Securities at their addresses as the same shall then appear in the Security Register. Any failure of the Company to mail
such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. 
 SECTION 1303.
Trustee to Join in Execution of Supplemental Indenture. 
 Upon receipt of a Company Request accompanied by the Officers’
Certificate and Opinion of Counsel required by Section 1403 and by 
 (a) a supplemental indenture duly executed on
behalf of the Company; 
 (b) a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the
Company, authorizing the execution of said supplemental indenture; 
  

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 (c) an Opinion of Counsel, stating that said supplemental indenture complies with, and
that the execution thereof is authorized or permitted by, the provisions of this Indenture; and 
 (d) if said supplemental
indenture shall be executed pursuant to Section 1302, evidence (as provided in Article Seven) of the consent thereto of the Holders required to consent thereto as in Section 1302 provided, 
 then the Trustee shall join with the Company in the execution of said supplemental indenture unless said supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into said supplemental indenture. 
 SECTION 1304. Effect of Supplemental Indenture. 
 Upon the execution of any supplemental indenture
pursuant to the provisions of this Article Thirteen, this Indenture shall be and be deemed to be modified and amended in accordance therewith and, except as herein otherwise expressly provided, the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the Company and the Holders of all of the Debt Securities or of the Debt Securities of any series affected, as the case may be, shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all
purposes. 
 SECTION 1305. Matters Provided for in Supplemental Indenture May Be Noted on Debt Securities, or New Debt Securities Appropriately Modified
May Be Issued in Exchange for Outstanding Debt Securities. 
 Debt Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article Thirteen may bear a notation in a form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Debt
Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and
delivered in exchange for the Debt Securities then Outstanding in equal aggregate principal amounts, and such exchange shall be made without cost to the Holders of the Debt Securities. 
  

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 SECTION 1306. Supplemental Indentures to Conform to Trust Indenture Act. 
 Every supplemental indenture executed pursuant to the provisions of this Article Thirteen shall conform to the requirements of the Trust Indenture Act.

 ARTICLE FOURTEEN 
 PROVISIONS
OF GENERAL APPLICATION 
 SECTION 1401. Consolidation, Merger, Sale or Lease. 
 Subject to the provisions of Section 505, nothing contained in this Indenture or in the Debt Securities shall be deemed to prevent the consolidation
or merger of the Company with or into any other corporation, or the merger into the Company of any other corporation, or the sale or lease by the Company of its property and assets as, or substantially as, an entirety, or otherwise. 
 Upon any consolidation or merger, or any sale other than for cash or lease of all or substantially all of the assets of the Company in accordance with
the provisions of Section 505, the corporation formed by such consolidation or into which the Company shall have been merged or to which such sale or lease shall have been made shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as a party hereto, and thereafter from time to time such corporation may exercise each and every right and power of the Company under this Indenture, in the name of the Company or in its own name; and any act or
proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any corporation that shall at the time be
the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor corporation which shall theretofore have become such in the manner described in Section 505) shall be
discharged from all obligations and covenants under the Indenture and the Debt Securities and may thereupon be dissolved and liquidated. 
 SECTION 1402.
Benefits of Indenture. 
 Nothing in this Indenture or in the Debt Securities, express or implied, is intended, or shall be construed,
to confer upon, or to give to, any Person other than the parties hereto and their successors and the Holders of Debt Securities any right, remedy or claim under or by reason of this Indenture or any covenant, condition, stipulation, promise or
agreement hereof or herein, and all covenants, conditions, stipulations, promises and agreements hereof and herein shall be for the sole and exclusive benefit of the parties hereto and their successors and of the Holders of the Debt Securities.

  

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 SECTION 1403. Evidence of Compliance with Conditions Precedent; Form of Documents Delivered to Trustee.

 As evidence of compliance with the conditions precedent provided for in this Indenture (including any covenants, compliance with which
constitutes a condition precedent) which relate to the satisfaction and discharge of this Indenture or to any other action to be taken by the Trustee upon Company Order or Request, the Company will furnish to the Trustee an Officers’
Certificate, stating that such conditions precedent have been complied with, and an Opinion of Counsel stating that, in the opinion of such counsel, such conditions precedent have been complied with. 
 Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include (1) a statement
that each individual making such certificate or opinion has read such condition or covenant; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or
covenant has been complied with; and (4) a statement as to whether or not, in the opinion of each such individual, such condition or covenant has been complied with. 
 In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one
such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents. 
 Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion
is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information
with respect to such factual matters is in the possession of the Company unless such officer or counsel knows that the certificate or opinion or representations with respect to such matters are erroneous. 
  

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 Where any Person is required to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
 Notwithstanding any provision of this Indenture authorizing the Trustee conclusively to rely upon any certificates or opinions, the Trustee before granting any application by the Company or taking or refraining from taking any other action
in reliance thereon, may require any further evidence or make any further investigation as to the facts or matters stated therein which it may, in good faith, deem reasonable in the circumstances, and in connection therewith the Trustee may examine
or cause to be examined the pertinent books, records and premises of the Company or of any Subsidiary; and the Trustee shall, in any such case, require such further evidence or make such further investigation as may be requested by the Holders of a
majority in principal amount of the Debt Securities then Outstanding; provided that, if payment to the Trustee of the costs, expenses and liabilities likely to be incurred by it in making such investigation is not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the Trustee before making such investigation may require reasonable indemnity against such costs, expenses or liabilities. Any further evidence that may be requested by the
Trustee pursuant to any of the provisions of this paragraph shall be furnished by the Company at its own expense, and any cost, expenses and liabilities incurred by the Trustee pursuant to any of the provisions of this paragraph shall be paid by the
Company, or, if paid by the Trustee, shall be repaid by the Company, upon demand, with interest at the lowest rate borne by the Debt Securities of any series, but in no event less than 5%, and, until such repayment, shall be secured by a lien on any
moneys held by the Trustee hereunder prior to any rights therein of the Holders of Debt Securities. 
 SECTION 1404. Conflict with Trust Indenture
Act. 
 If any provision of this Indenture limits, qualifies or conflicts with another provision included in this Indenture which is
required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. 
 SECTION 1405.
Notices, etc., to Trustee and Company. 
 Any request, demand, authorization, direction, notice, consent, waiver or action of Holders
or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, 
 (1) the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or 
  

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 (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at Two Limited Parkway, Columbus, Ohio 43216, attention: Chief Financial Officer, or at any other address
previously furnished in writing to the Trustee by the Company. Any request, demand, authorization, direction, notice, consent or waiver addressed as provided in this Subsection (2) and given by first-class mail, postage prepaid, shall be
conclusively presumed given when mailed. 
 SECTION 1406. Notice to Holders; Waiver. 
 Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of
such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.
Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice. Waivers of notice by Holders shall be with the Trustee, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver. 
 If, in the event of suspension of regular mail service or for any other
reason, it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 
 SECTION 1407. Effect of Headings and Table of Contents. 
 The Article, Section and Subsection headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 
 SECTION 1408. Successors and Assigns. 
 All covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not. 
 SECTION 1409. Separability Clause. 
 In case any provision in this Indenture or in the Debt Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby. 
  

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 SECTION 1410. Governing Law. 
 This Indenture and the Debt Securities shall be governed by and construed in accordance with the laws of the State of New York. 
 SECTION 1411. Legal Holidays. 
 In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Debt
Security shall not be a Business Day at any Place of Payment for such Debt Security, then (notwithstanding any other provision of this Indenture or of the Debt Securities) payments of principal (and premium, if any) and interest need not be made at
such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, and no interest
shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, to the date of such payment. 
 SECTION 1412. Execution in Counterparts. 
 This Indenture may be executed in any number of counterparts, each of which when
so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  

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 IN WITNESS WHEREOF, THE LIMITED, INC. has caused this Indenture to be executed in its corporate name by
one of its officers thereunto duly authorized, and its corporate seal to be hereunto affixed and to be attested by its Secretary, an Assistant Secretary, its Treasurer or an Assistant Treasurer, and THE BANK OF NEW YORK has caused this Indenture to
be executed in its corporate name by one of its officers thereunto duly authorized, and its corporate seal to be hereunto affixed and to be attested by one of its authorized officers, all as of the date first above written. 
  

							
		 		 	THE LIMITED, INC.
				
	[CORPORATE SEAL]	 		 	By:	 	 /s/ Margaret T. Monaco

		 		 	Print Name:	 	Margaret T. Monaco
		 		 	Print Title:	 	VP-Treasurer

  

			
	Attest:	 	 /s/ Patrick C. Hectorne

	Print Name:	 	Patrick C. Hectorne
	Print Title:	 	Assistant Treasurer

  

							
		 		 	THE BANK OF NEW YORK
				
	[CORPORATE SEAL]	 		 	By:	 	 /s/ Vincent P. McConnell

		 		 	Print Name:	 	Vincent P. McConnell
		 		 	Print Title:	 	Assistant Vice President

  

			
	Attest:	 	 /s/ Lloyd A. McKenzie

	Print Name:	 	Lloyd A. McKenzie
	Print Title:	 	Assistant Vice President

  

 87 









					
	STATE OF OHIO	 	:	 	
		 	:	 	ss.:
	COUNTY OF FRANKLIN	 	:	 	

 On the day 23rd day of March, in the year 1989, before me personally came Margaret Monaco to me known, who, being by me duly sworn, did depose and say that [s]he resides at Columbus, Ohio; that
[s]he is the Vice President of The Limited, Inc., a Delaware corporation, the corporation described in and which executed the above instrument; that [s]he knows the seal of said corporation; that the seal affixed to said instrument bearing the
corporate name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that [s]he signed his name thereto by like authority. 
  

					
	 /s/ Susan L. Flynn

	Print Name:	 	Susan L. Flynn
		 	Notary Public
	Serial Number, if any:	 	  

	My commission expires:	 	September 16, 1993


  

					
	STATE OF NEW YORK	 	:	 	
		 	:	 	ss.:
	COUNTY OF NEW YORK	 	:	 	

 On the day 22nd day of March, in the year 1989, before me personally came Vincent P. McConnell to
me known, who, being by me duly sworn, did depose and say that he resides at Brooklyn, N.Y., that he is the Assistant Vice President of The Bank of New York, the corporation described in and which executed the foregoing instrument; that he knows the
seal of said corporation; that the seal affixed to said instrument bearing the corporate name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name
thereto by like authority. 
  

					
	[CORPORATE SEAL]	 		 	
		 		 	 /s/ William I. McGann


  

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 Exhibit A 
 Form of election to receive payments in 
 [Dollars or other applicable currency] 
 or to rescind such election 
 The
undersigned, registered owner of certificate number R-        , representing [name of series of Debt Securities] of The Limited, Inc. (the “Debt Securities”) in an aggregate principal amount of
            , hereby. 
  

	 	 ̈	elects to receive all payments in respect of the Debt Securities in [Dollars or other applicable currency], it being understood that such election shall take effect as provided in
the Debt Securities and, subject to the terms and conditions set forth in the indenture under which the Debt Securities were issued, shall remain in effect until it is rescinded by the undersigned or until such certificate is transferred.


  

	 	 ̈	rescinds the election previously submitted by the undersigned to receive all payments in respect of the Debt Securities in [Dollars or other applicable currency], it being
understood that such rescission shall take effect as provided in the Debt Securities. 

  

	
	  

	(Name of Owner)
	
	  

	(Signature of Owner)


  

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