UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission file number: 001-39109

Fangdd Network Group Ltd.

Room 1501, Shangmei Technology Building

No. 15 Dachong Road

Nanshan District, Shenzhen, 518072

People’s Republic of China

Phone: +86 755 2699 8968

(Address and Telephone Number of Principal ExecutiveOffices)

Indicate by check mark whether the registrant files or will file annualreports under cover Form 20-F or Form 40-F.

Form 20-F  ☒          Form40-F  ☐

EXPLANATORY NOTE

On July 30, 2025, Fangdd Network Group Ltd. filedthe registration statement on Form F-3 (No. 333-289070) (the “Form F-3”) with the Securities and Exchange Commission. A formof indenture is included as Exhibit 4.3 attached hereto, which is hereby incorporated by reference into the Form F-3 and shall be a partthereof.

EXHIBIT INDEX

Signature

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 7, 2025

Exhibit4.3

FANGDDNETWORK GROUP LTD.,
Issuer

AND

[TRUSTEE],
Trustee

INDENTURE

Dated as of [●], 20__

DebtSecurities

TableOf Contents

TableOf Contents

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			Page
article 8	CONCERNING THE SECURITYHOLDERS		37
	Section 8.01	Evidence of Action by Securityholders	37
	Section 8.02	Proof of Execution by Securityholders	37
	Section 8.03	Who May be Deemed Owners	38
	Section 8.04	Certain Securities Owned by Company Disregarded	38
	Section 8.05	Actions Binding on Future Securityholders	38
article 9	SUPPLEMENTAL INDENTURES		39
	Section 9.01	Supplemental Indentures Without the Consent of Securityholders	39
	Section 9.02	Supplemental Indentures With Consent of Securityholders	40
	Section 9.03	Effect of Supplemental Indentures	40
	Section 9.04	Securities Affected by Supplemental Indentures	40
	Section 9.05	Execution of Supplemental Indentures	41
article 10	SUCCESSOR ENTITY		41
	Section 10.01	Company May Consolidate, Etc.	41
	Section 10.02	Successor Entity Substituted	42
article 11	SATISFACTION AND DISCHARGE		42
	Section 11.01	Satisfaction and Discharge of Indenture	42
	Section 11.02	Discharge of Obligations	43
	Section 11.03	Deposited Moneys to be Held in Trust	43
	Section 11.04	Payment of Moneys Held by Paying Agents	43
	Section 11.05	Repayment to Company	44
article 12	IMMUNITY OF INCORPORATORS, STOCKHOLDERS,OFFICERS AND DIRECTORS		44
	Section 12.01	No Recourse	44

TableOf Contents

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INDENTURE

Indenture,dated as of [·], 20__, among Fangdd Network Group Ltd., an exempted company with limited liability incorporated under the lawsof the Cayman Islands (the “Company”), and [Trustee], as trustee (the“Trustee”):

Whereas,for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuanceof debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issuedfrom time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticatedby the certificate of the Trustee;

Whereas,to provide the terms and conditions upon which the Securities are to be authenticated, issued and delivered, the Company has duly authorizedthe execution of this Indenture; and

Whereas,all things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

Now,Therefore, in consideration of the premises andthe purchase of the Securities by the holders thereof, it is mutually covenanted and agreed as follows for the equal and ratable benefitof the holders of Securities:

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DEFINITIONS

Section1.01 Definitions of Terms.

Theterms defined in this Section (except as in this Indenture or any indenture supplemental hereto otherwise expressly provided or unlessthe context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respectivemeanings specified in this Section and shall include the plural as well as the singular. All other terms used in this Indenture thatare defined in the Trust Indenture Act of 1939, as amended, or that are by reference in such Act defined in the Securities Act of 1933,as amended (except as herein or any indenture supplemental hereto otherwise expressly provided or unless the context otherwise requires),shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of theexecution of this instrument.

“AuthenticatingAgent” means the Trustee or an authenticating agent with respect to all or any of the series of Securities appointed bythe Trustee pursuant to Section 2.10.

“BankruptcyLaw” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

“Boardof Directors” means the Board of Directors (or the functional equivalent thereof) of the Company or any duly authorizedcommittee of such Board.

“BoardResolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have beenduly adopted by the Board of Directors (or duly authorized committee thereof) and to be in full force and effect on the date of suchcertification.

“BusinessDay” means, with respect to any series of Securities, any day other than a day on which federal or state banking institutionsin the Cayman Islands, in the Borough of Manhattan, the City of New York, or in the city of the Corporate Trust Office of the Trustee,are authorized or obligated by law, executive order or regulation to close.

“Commission”means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time afterthe execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust IndentureAct, then the body performing such duties at such time.

“Company”means Fangdd Network Group Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands, and, subjectto the provisions of Article Ten, shall also include its successors and assigns.

“CorporateTrust Office” means the office of the Trustee at which, at any particular time, its corporate trust business shall be principallyadministered, which office at the date hereof is located at           .

“Custodian”means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

“DefaultedInterest” has the meaning set forth in Section 2.03.

“Depositary”means, with respect to Securities of any series for which the Company shall determine that such Securities will be issued as a GlobalSecurity, The Depository Trust Company, another clearing agency, or any successor registered as a clearing agency under the ExchangeAct, or other applicable statute or regulation, which, in each case, shall be designated by the Company pursuant to either Section 2.01or 2.11.

“Eventof Default” means, with respect to Securities of a particular series, any event specified in Section 6.01, continued forthe period of time, if any, therein designated.

“ExchangeAct” means the United States Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgatedby the Commission thereunder.

Theterm “given”, “mailed”, “notify” or “sent”with respect to any notice to be given to a Securityholder pursuant to this Indenture, shall mean notice (x) given to the Depositary(or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordancewith accepted practices or procedures at the Depositary (in the case of a Global Security) or (y) mailed to such Securityholder by firstclass mail, postage prepaid, at its address as it appears on the Security Register (in the case of a definitive Security). Notice so“given” shall be deemed to include any notice to be “mailed” or “delivered,” as applicable, underthis Indenture.

“GlobalSecurity” means a Security issued to evidence all or a part of any series of Securities which is executed by the Companyand authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordancewith the Indenture, which shall be registered in the name of the Depositary or its nominee.

“GovernmentalObligations” means securities that are (a) direct obligations of the United States of America for the payment of whichits full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentalityof the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the UnitedStates of America that, in either case, are not callable or redeemable at the option of the issuer thereof at any time prior to the statedmaturity of the Securities, and shall also include a depositary receipt issued by a bank or trust company as custodian with respect toany such Governmental Obligation or a specific payment of principal of or interest on any such Governmental Obligation held by such custodianfor the account of the holder of such depositary receipt; provided, however, that (except as required by law) such custodian is not authorizedto make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respectof the Governmental Obligation or the specific payment of principal of or interest on the Governmental Obligation evidenced by such depositaryreceipt.

“herein”,“hereof” and “hereunder”, and other words of similar import, refer to this Indentureas a whole and not to any particular Article, Section or other subdivision.

“Indenture”means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplementalhereto entered into in accordance with the terms hereof and shall include the terms of particular series of Securities established ascontemplated by Section 2.01.

“InterestPayment Date”, when used with respect to any installment of interest on a Security of a particular series, means the datespecified in such Security or in a Board Resolution or in an indenture supplemental hereto with respect to such series as the fixed dateon which an installment of interest with respect to Securities of that series is due and payable.

“Officer”means, with respect to the Company, the chairman of the Board of Directors, a chief executive officer, a president, a chief financialofficer, a chief operating officer, any executive vice president, any senior vice president, any vice president, the treasurer or anyassistant treasurer, the controller or any assistant controller or the secretary or any assistant secretary.

“Officer’sCertificate” means a certificate signed by any Officer. Each such certificate shall include the statements provided forin Section 13.07, if and to the extent required by the provisions thereof.

“Opinionof Counsel” means an opinion in writing subject to customary exceptions of legal counsel, who may be an employee of orcounsel for the Company, that is delivered to the Trustee in accordance with the terms hereof. Each such opinion shall include the statementsprovided for in Section 13.07, if and to the extent required by the provisions thereof.

“Outstanding”,when used with reference to Securities of any series, means, subject to the provisions of Section 8.04, as of any particular time, allSecurities of that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities theretoforecanceled by the Trustee or any paying agent, or delivered to the Trustee or any paying agent for cancellation or that have previouslybeen canceled; (b) Securities or portions thereof for the payment or redemption of which moneys or Governmental Obligations in the necessaryamount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or shall have been set asideand segregated in trust by the Company (if the Company shall act as its own paying agent); provided, however, that if such Securitiesor portions of such Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as providedin Article Three, or provision satisfactory to the Trustee shall have been made for giving such notice; and (c) Securities in lieu ofor in substitution for which other Securities shall have been authenticated and delivered pursuant to the terms of Section 2.07.

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

“PredecessorSecurity” of any particular Security means every previous Security evidencing all or a portion of the same debt as thatevidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section2.07 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security.

“ResponsibleOfficer” when used with respect to the Trustee means any officer within the Corporate Trust Office of the Trustee (or anysuccessor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by anyof the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom suchmatter is referred because of his or her knowledge of and familiarity with the particular subject and in each case who shall have directresponsibility for the administration of this Indenture.

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

“SecuritiesAct” means the Securities Act of 1933, as amended.

“Securityholder”,“holder of Securities”, “registered holder”, or other similar term, means the Personor Persons in whose name or names a particular Security is registered on the Security Register kept for that purpose in accordance withthe terms of this Indenture.

“SecurityRegister” and “Security Registrar” shall have the meanings as set forth in Section 2.05.

“Subsidiary”means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the totalvoting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrenceof any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled,directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiariesof such Person.

“Trustee”means _________________________, and, subject to the provisions of Article Seven, shall also include its successors and assigns, and,if at any time there is more than one Person acting in such capacity hereunder, “Trustee” shall mean each such Person. Theterm “Trustee” as used with respect to a particular series of the Securities shall mean the trustee with respect to thatseries.

“TrustIndenture Act” means the Trust Indenture Act of 1939, as amended.

“U.S.A.Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and ObstructTerrorism Act of 2001, Pub. L. 107-56, as amended and signed into law October 26, 2001.

article2

ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

Section2.01 Designation and Terms of Securities.

(a) Theaggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities maybe issued in one or more series up to the aggregate principal amount of Securities of that series from time to time authorized by orpursuant to a Board Resolution or pursuant to one or more indentures supplemental hereto. Prior to the initial issuance of Securitiesof any series, there shall be established in or pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or establishedin one or more indentures supplemental hereto:

(1) thetitle of the Securities of the series (which shall distinguish the Securities of that series from all other Securities);

(2) anylimit upon the aggregate principal amount of the Securities of that series that may be authenticated and delivered under this Indenture(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securitiesof that series);

(3) thematurity date or dates on which the principal of the Securities of the series is payable;

(4) theform of the Securities of the series including the form of the certificate of authentication for such series;

(5) theapplicability of any guarantees;

(6) whetheror not the Securities will be secured or unsecured, and the terms of any secured debt;

(7) whetherthe Securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination;

(8) ifthe price (expressed as a percentage of the aggregate principal amount thereof) at which such Securities will be issued is a price otherthan the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturitythereof, or if applicable, the portion of the principal amount of such Securities that is convertible into another security or the methodby which any such portion shall be determined;

(9) theinterest rate or rates, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue,the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;

(10) theCompany’s right, if any, to defer the payment of interest and the maximum length of any such deferral period;

(11) ifapplicable, the date or dates after which, or the period or periods during which, and the price or prices at which, the Company may atits option, redeem the series of Securities pursuant to any optional or provisional redemption provisions and the terms of those redemptionprovisions;

(12) thedate or dates, if any, on which, and the price or prices at which the Company is obligated, pursuant to any mandatory sinking fund oranalogous fund provisions or otherwise, to redeem, or at the Securityholder’s option to purchase, the series of Securities andthe currency or currency unit in which the Securities are payable;

(13) thedenominations in which the Securities of the series shall be issuable, if other than denominations of one thousand U.S. dollars ($1,000)or any integral multiple thereof;

(14) anyand all terms, if applicable, relating to any auction or remarketing of the Securities of that series and any security for the obligationsof the Company with respect to such Securities and any other terms which may be advisable in connection with the marketing of Securitiesof that series;

(15) whetherthe Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities; the terms and conditions,if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depositaryfor such Global Security or Securities;

(16) ifapplicable, the provisions relating to conversion or exchange of any Securities of the series and the terms and conditions upon whichsuch Securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will becalculated and may be adjusted, any mandatory or optional (at the Company’s option or the holders’ option) conversion orexchange features, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange, which may,without limitation, include the payment of cash as well as the delivery of securities;

(17) ifother than the full principal amount thereof, the portion of the principal amount of Securities of the series which shall be payableupon declaration of acceleration of the maturity thereof pursuant to Section 6.01;

(18) additionsto or changes in the covenants applicable to the series of Securities being issued, including, among others, the consolidation, mergeror sale covenant;

(19) additionsto or changes in the Events of Default with respect to the Securities and any change in the right of the Trustee or the Securityholdersto declare the principal, premium, if any, and interest, if any, with respect to such Securities to be due and payable;

(20) additionsto or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance;

(21) additionsto or changes in the provisions relating to satisfaction and discharge of this Indenture;

(22) additionsto or changes in the provisions relating to the modification of this Indenture both with and without the consent of Securityholders ofSecurities issued under this Indenture;

(23) thecurrency of payment of Securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars;

(24) whetherinterest will be payable in cash or additional Securities at the Company’s or the Securityholders’ option and the terms andconditions upon which the election may be made;

(25) theterms and conditions, if any, upon which the Company shall pay amounts in addition to the stated interest, premium, if any and principalamounts of the Securities of the series to any Securityholder that is not a “United States person” for federal tax purposes;

(26) anyrestrictions on transfer, sale or assignment of the Securities of the series; and

(27) anyother specific terms, preferences, rights or limitations of, or restrictions on, the Securities, any other additions or changes in theprovisions of this Indenture, and any terms that may be required by us or advisable under applicable laws or regulations.

AllSecurities of any one series shall be substantially identical except as may otherwise be provided in or pursuant to any such Board Resolutionor in any indentures supplemental hereto.

Ifany of the terms of the series are established by action taken pursuant to a Board Resolution of the Company, a copy of an appropriaterecord of such action shall be certified by the secretary or an assistant secretary of the Company and delivered to the Trustee at orprior to the delivery of the Officer’s Certificate of the Company setting forth the terms of the series.

Securitiesof any particular series may be issued at various times, with different dates on which the principal or any installment of principalis payable, with different rates of interest, if any, or different methods by which rates of interest may be determined, with differentdates on which such interest may be payable and with different redemption dates.

Section2.02 Form of Securities and Trustee’s Certificate.

TheSecurities of any series and the Trustee’s certificate of authentication to be borne by such Securities shall be substantiallyof the tenor and purport as set forth in one or more indentures supplemental hereto or as provided in a Board Resolution, and set forthin an Officer’s Certificate, and they may have such letters, numbers or other marks of identification or designation and such legendsor endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisionsof this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any ruleor regulation of any securities exchange on which Securities of that series may be listed, or to conform to usage.

Section2.03 Denominations: Provisions for Payment.

TheSecurities shall be issuable as registered Securities and in the denominations of one thousand U.S. dollars ($1,000) or any integralmultiple thereof, subject to Section 2.01(a)(13). The Securities of a particular series shall bear interest payable on the dates andat the rate specified with respect to that series. Subject to Section 2.01(a)(23), the principal of and the interest on the Securitiesof any series, as well as any premium thereon in case of redemption or repurchase thereof prior to maturity, and any cash amount dueupon conversion or exchange thereof, shall be payable in the coin or currency of the United States of America that at the time is legaltender for public and private debt, at the office or agency of the Company maintained for that purpose. Each Security shall be datedthe date of its authentication. Interest on the Securities shall be computed on the basis of a 360-day year composed of twelve 30-daymonths.

Theinterest installment on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date for Securitiesof that series shall be paid to the Person in whose name said Security (or one or more Predecessor Securities) is registered at the closeof business on the regular record date for such interest installment. In the event that any Security of a particular series or portionthereof is called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest PaymentDate and prior to such Interest Payment Date, interest on such Security will be paid upon presentation and surrender of such Securityas provided in Section 3.03.

Anyinterest on any Security that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date for Securitiesof the same series (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered holder on therelevant regular record date by virtue of having been such holder; and such Defaulted Interest shall be paid by the Company, at its election,as provided in clause (1) or clause (2) below:

(1) TheCompany may make payment of any Defaulted Interest on Securities to the Persons in whose names such Securities (or their respective PredecessorSecurities) are registered in the Security Register at the close of business on a special record date for the payment of such DefaultedInterest, which shall be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted Interestproposed to be paid on each such Security and the date of the proposed payment, and at the same time the Company shall deposit with theTrustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangementssatisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trustfor the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a specialrecord date for the payment of such Defaulted Interest which shall not be more than 15 nor less than 10 days prior to the date of theproposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shallpromptly notify the Company of such special record date and, in the name and at the expense of the Company, shall cause notice of theproposed payment of such Defaulted Interest and the special record date therefor to be sent, to each Securityholder not less than 10days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date thereforhaving been sent as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their respectivePredecessor Securities) are registered in the Security Register on such special record date.

(2) TheCompany may make payment of any Defaulted Interest on any Securities in any other lawful manner not inconsistent with the requirementsof any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, afternotice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicableby the Trustee.

Unlessotherwise set forth in a Board Resolution or one or more indentures supplemental hereto establishing the terms of any series of Securitiespursuant to Section 2.01 hereof, the term “regular record date” as used in this Section with respect to a series of Securitiesand any Interest Payment Date for such series shall mean either the fifteenth day of the month immediately preceding the month in whichan Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is thefirst day of a month, or the first day of the month in which an Interest Payment Date established for such series pursuant to Section2.01 hereof shall occur, if such Interest Payment Date is the fifteenth day of a month, whether or not such date is a Business Day.

Subjectto the foregoing provisions of this Section, each Security of a series delivered under this Indenture upon transfer of or in exchangefor or in lieu of any other Security of such series shall carry the rights to interest accrued and unpaid, and to accrue, that were carriedby such other Security.

Section2.04 Execution and Authentications.

TheSecurities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature.

TheCompany may use the facsimile signature of any Person who shall have been an Officer (at the time of execution), notwithstanding thefact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such anofficer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage.Each Security shall be dated the date of its authentication by the Trustee.

ASecurity shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Suchsignature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and thatthe holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of thisIndenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together witha written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordancewith such written order shall authenticate and deliver such Securities.

Uponthe Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities underthis Indenture, the Trustee shall be provided with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shallbe fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating thatall conditions precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of thisIndenture.

TheTrustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affectthe Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonablyacceptable to the Trustee.

Section2.05 Registration of Transfer and Exchange.

(a) Securitiesof any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for otherSecurities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient tocover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrenderedfor exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange thereforthe Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbersnot contemporaneously outstanding.

(b) TheCompany shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referredto as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall registerthe Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspectionby the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointedas authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”).

Uponsurrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute,the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security orSecurities of the same series as the Security presented for a like aggregate principal amount.

TheCompany initially appoints the Trustee as Security Registrar for each series of Securities.

AllSecurities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if sorequired by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Companyor the Security Registrar, duly executed by the registered holder or by such holder’s duly authorized attorney in writing.

(c) Exceptas provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or establishedin one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transferof Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less thanthe entire principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or other governmentalcharge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer.

(d) TheCompany and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a periodbeginning at the opening of business 15 days before the day of the sending of a notice of redemption of less than all the OutstandingSecurities of the same series and ending at the close of business on the day of such sending, nor (ii) to register the transfer of orexchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn,other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be.The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

TheTrustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposedunder this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers betweenor among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificatesand other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture,and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section2.06 Temporary Securities.

Pendingthe preparation of definitive Securities of any series, the Company may execute, and the Trustee shall authenticate and deliver, temporarySecurities (printed, lithographed or typewritten) of any authorized denomination. Such temporary Securities shall be substantially inthe form of the definitive Securities in lieu of which they are issued, but with such omissions, insertions and variations as may beappropriate for temporary Securities, all as may be determined by the Company. Every temporary Security of any series shall be executedby the Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect,as the definitive Securities of such series. Without unnecessary delay the Company will execute and will furnish definitive Securitiesof such series and thereupon any or all temporary Securities of such series may be surrendered in exchange therefor (without charge tothe Securityholders), at the office or agency of the Company designated for the purpose, and the Trustee shall authenticate and suchoffice or agency shall deliver in exchange for such temporary Securities an equal aggregate principal amount of definitive Securitiesof such series, unless the Company advises the Trustee to the effect that definitive Securities need not be executed and furnished untilfurther notice from the Company. Until so exchanged, the temporary Securities of such series shall be entitled to the same benefits underthis Indenture as definitive Securities of such series authenticated and delivered hereunder.

Section2.07 Mutilated, Destroyed, Lost or Stolen Securities.

Incase any temporary or definitive Security shall become mutilated or be destroyed, lost or stolen, the Company (subject to the next succeedingsentence) shall execute, and upon the Company’s request the Trustee (subject as aforesaid) shall authenticate and deliver, a newSecurity of the same series, bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Security,or in lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substituted Securityshall furnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, and,in every case of destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee evidence to their satisfactionof the destruction, loss or theft of the applicant’s Security and of the ownership thereof. The Trustee may authenticate any suchsubstituted Security and deliver the same upon the written request or authorization of any officer of the Company. Upon the issuanceof any substituted Security, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge thatmay be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Incase any Security that has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Company may, insteadof issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilatedSecurity) if the applicant for such payment shall furnish to the Company and the Trustee such security or indemnity as they may requireto save them harmless, and, in case of destruction, loss or theft, evidence to the satisfaction of the Company and the Trustee of thedestruction, loss or theft of such Security and of the ownership thereof.

Everyreplacement Security issued pursuant to the provisions of this Section shall constitute an additional contractual obligation of the Companywhether or not the mutilated, destroyed, lost or stolen Security shall be found at any time, or be enforceable by anyone, and shall beentitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of the same series dulyissued hereunder. All Securities shall be held and owned upon the express condition that the foregoing provisions are exclusive withrespect to the replacement or payment of mutilated, destroyed, lost or stolen Securities, and shall preclude (to the extent lawful) anyand all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to thereplacement or payment of negotiable instruments or other securities without their surrender.

Section2.08 Cancellation.

AllSecurities surrendered for the purpose of payment, redemption, repurchase, exchange, registration of transfer or conversion shall, ifsurrendered to the Company or any paying agent (or any other applicable agent), be delivered to the Trustee for cancellation, or, ifsurrendered to the Trustee, shall be cancelled by it, and no Securities shall be issued in lieu thereof except as expressly requiredor permitted by any of the provisions of this Indenture. On request of the Company at the time of such surrender, the Trustee shall deliverto the Company canceled Securities held by the Trustee. In the absence of such request the Trustee may dispose of canceled Securitiesin accordance with its standard procedures and deliver a certificate of disposition to the Company. If the Company shall otherwise acquireany of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented bysuch Securities unless and until the same are delivered to the Trustee for cancellation.

Section2.09 Benefits of Indenture.

Nothingin this Indenture or in the Securities, express or implied, shall give or be construed to give to any Person, other than the partieshereto and the holders of the Securities any legal or equitable right, remedy or claim under or in respect of this Indenture, or underany covenant, condition or provision herein contained; all such covenants, conditions and provisions being for the sole benefit of theparties hereto and of the holders of the Securities.

Section2.10 Authenticating Agent.

Solong as any of the Securities of any series remain Outstanding there may be an Authenticating Agent for any or all such series of Securitieswhich the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticateSecurities of such series issued upon exchange, transfer or partial redemption, repurchase or conversion thereof, and Securities so authenticatedshall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trusteehereunder. All references in this Indenture to the authentication of Securities by the Trustee shall be deemed to include authenticationby an Authenticating Agent for such series. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation thathas a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction underwhich it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such lawsto conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any AuthenticatingAgent shall cease to be eligible in accordance with these provisions, it shall resign immediately.

AnyAuthenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee mayat any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of terminationto such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent,the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, uponacceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as iforiginally named as an Authenticating Agent pursuant hereto.

Section2.11 Global Securities.

(a) Ifthe Company shall establish pursuant to Section 2.01 that the Securities of a particular series are to be issued as a Global Security,then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that(i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding Securitiesof such series, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to theDepositary or pursuant to the Depositary’s instruction (or if the Depositary names the Trustee as its custodian, retained by theTrustee), and (iv) shall bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.11 ofthe Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successorDepositary or to a nominee of such successor Depositary.”

(b) Notwithstandingthe provisions of Section 2.05, the Global Security of a series may be transferred, in whole but not in part and in the manner providedin Section 2.05, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected orapproved by the Company or to a nominee of such successor Depositary.

(c) Ifat any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as Depositaryfor such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the ExchangeAct, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Company within 90days after the Company receives such notice or becomes aware of such condition, as the case may be, or if an Event of Default has occurredand is continuing and the Company has received a request from the Depositary or from the Trustee, this Section 2.11 shall no longer beapplicable to the Securities of such series and the Company will execute, and subject to Section 2.04, the Trustee will authenticateand deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregateprincipal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition,the Company may at any time determine that the Securities of any series shall no longer be represented by a Global Security and thatthe provisions of this Section 2.11 shall no longer apply to the Securities of such series. In such event the Company will execute and,subject to Section 2.04, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Company, willauthenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, andin an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security.Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations,the Global Security shall be canceled by the Trustee. Such Securities in definitive registered form issued in exchange for the GlobalSecurity pursuant to this Section 2.11(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuantto instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securitiesto the Depositary for delivery to the Persons in whose names such Securities are so registered.

Section2.12 CUSIP Numbers.

TheCompany in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”numbers in notices of redemption as a convenience to Securityholders; provided that any such notice may state that no representationis made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and thatreliance may be placed only on the other elements of identification printed on the Securities, and any such redemption shall not be affectedby any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” numbers.

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REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

Section3.01 Redemption.

TheCompany may redeem the Securities of any series issued hereunder on and after the dates and in accordance with the terms establishedfor such series pursuant to Section 2.01 hereof.

Section3.02 Notice of Redemption.

(a) Incase the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any seriesin accordance with any right the Company reserved for itself to do so pursuant to Section 2.01 hereof, the Company shall, or shallcause the Trustee to, give notice of such redemption to holders of the Securities of such series to be redeemed by mailing (or with regardto any Global Security held in book entry form, by electronic mail in accordance with the applicable procedures of the Depositary), anotice of such redemption not less than 30 days and not more than 90 days before the date fixed for redemption of that series to suchSecurityholders, unless a shorter period is specified in the Securities to be redeemed. Any notice that is mailed in the manner hereinprovided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case,failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defectin the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any otherseries. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the termsof such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencingcompliance with any such restriction.

Eachsuch notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed forredemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemptionprice of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of suchSecurities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after saiddate interest will cease to accrue and that the redemption is from a sinking fund, if such is the case. If less than all the Securitiesof a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in part shall specify the particularSecurities to be so redeemed.

Incase any Security is to be redeemed in part only, the notice that relates to such Security shall state the portion of the principal amountthereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securitiesof such series in principal amount equal to the unredeemed portion thereof will be issued.

(b) Ifless than all the Securities of a series are to be redeemed, the Company shall give the Trustee at least 45 days’ notice (unlessa shorter notice shall be satisfactory to the Trustee) in advance of the date fixed for redemption as to the aggregate principal amountof Securities of the series to be redeemed, and thereupon the Securities to be redeemed shall be selected, by lot, on a pro rata basis,or in such other manner as the Company shall deem appropriate and fair in its discretion and that may provide for the selection of aportion or portions (equal to one thousand U.S. dollars ($1,000) or any integral multiple thereof) of the principal amount of such Securitiesof a denomination larger than $1,000, the Securities to be redeemed and shall thereafter promptly notify the Company in writing of thenumbers of the Securities to be redeemed, in whole or in part. The Company may, if and whenever it shall so elect, by delivery of instructionssigned on its behalf by an Officer, instruct the Trustee or any paying agent to call all or any part of the Securities of a particularseries for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of theCompany or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be givenby the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trusteeor such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom,sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.

Section3.03 Payment Upon Redemption.

(a) Ifthe giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the seriesto be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicableredemption price, together with interest accrued to, but excluding, the date fixed for redemption and interest on such Securities orportions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the paymentof such redemption price and accrued interest with respect to any such Security or portion thereof. On presentation and surrender ofsuch Securities on or after the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paidand redeemed at the applicable redemption price for such series, together with interest accrued thereon to, but excluding, the date fixedfor redemption (but if the date fixed for redemption is an Interest Payment Date, the interest installment payable on such date shallbe payable to the registered holder at the close of business on the applicable record date pursuant to Section 2.03).

(b) Uponpresentation of any Security of such series that is to be redeemed in part only, the Company shall execute and the Trustee shall authenticateand the office or agency where the Security is presented shall deliver to the Securityholder thereof, at the expense of the Company,a new Security of the same series of authorized denominations in principal amount equal to the unredeemed portion of the Security sopresented.

Section3.04 Sinking Fund.

Theprovisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any sinking fund for the retirement of Securities of a series, exceptas otherwise specified as contemplated by Section 2.01 for Securities of such series.

Theminimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatorysinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series isherein referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the cashamount of any sinking fund payment may be subject to reduction as provided in Section 3.05. Each sinking fund payment shall be appliedto the redemption of Securities of any series as provided for by the terms of Securities of such series.

Section3.05 Satisfaction of Sinking Fund Payments with Securities.

TheCompany (i) may deliver Outstanding Securities of a series and (ii) may apply as a credit Securities of a series that have been redeemedeither at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinkingfund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment withrespect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms ofsuch series, provided that such Securities have not been previously so credited. Such Securities shall be received and credited for suchpurpose by the Trustee at the redemption price specified in such Securities for redemption through operation of the sinking fund andthe amount of such sinking fund payment shall be reduced accordingly.

Section3.06 Redemption of Securities for Sinking Fund.

Notless than 45 days prior to each sinking fund payment date for any series of Securities (unless a shorter period shall be satisfactoryto the Trustee), the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinkingfund payment for that series pursuant to the terms of the series, the portion thereof, if any, that is to be satisfied by deliveringand crediting Securities of that series pursuant to Section 3.05 and the basis for such credit and will, together with such Officer’sCertificate, deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment datethe Securities to be redeemed upon such sinking fund payment date shall be selected in the manner specified in Section 3.02 and the Companyshall cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section3.02. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated inSection 3.03.

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COVENANTS

Section4.01 Payment of Principal, Premium and Interest.

TheCompany will duly and punctually pay or cause to be paid the principal of (and premium, if any) and interest on the Securities of thatseries at the time and place and in the manner provided herein and established with respect to such Securities. Payments of principalon the Securities may be made at the time provided herein and established with respect to such Securities by U.S. dollar check drawnon and mailed to the address of the Securityholder entitled thereto as such address shall appear in the Security Register, or U.S. dollarwire transfer to, a U.S. dollar account if such Securityholder shall have furnished wire instructions to the Trustee no later than 15days prior to the relevant payment date. Payments of interest on the Securities may be made at the time provided herein and establishedwith respect to such Securities by U.S. dollar check mailed to the address of the Securityholder entitled thereto as such address shallappear in the Security Register, or U.S. dollar wire transfer to, a U.S. dollar account if such Securityholder shall have furnished wireinstructions in writing to the Security Registrar and the Trustee no later than 15 days prior to the relevant payment date.

Section4.02 Maintenance of Office or Agency.

Solong as any series of the Securities remain Outstanding, the Company agrees to maintain an office or agency with respect to each suchseries and at such other location or locations as may be designated as provided in this Section 4.02, where (i) Securities of that seriesmay be presented for payment, (ii) Securities of that series may be presented as herein above authorized for registration of transferand exchange, and (iii) notices and demands to or upon the Company in respect of the Securities of that series and this Indenture maybe given or served, such designation to continue with respect to such office or agency until the Company shall, by written notice signedby any officer authorized to sign an Officer’s Certificate and delivered to the Trustee, designate some other office or agencyfor such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall failto furnish the Trustee with the address thereof, such presentations, notices and demands may be made or served at the Corporate TrustOffice of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, notices and demands.The Company initially appoints the Corporate Trust Office of the Trustee as its paying agent with respect to the Securities.

Section4.03 Paying Agents.

(a) Ifthe Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company willcause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subjectto the provisions of this Section:

(1) thatit will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securitiesof that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefitof the Persons entitled thereto;

(2) thatit will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of theprincipal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable;

(3) thatit will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written requestof the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and

(4) thatit will perform all other duties of paying agent as set forth in this Indenture.

(b) Ifthe Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of theprincipal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit ofthe Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities ofthat series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trusteeof such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have oneor more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or intereston any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interestso becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unlesssuch paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act.

(c) Notwithstandinganything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisionsof Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indentureor for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such payingagent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Companyor such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shallbe released from all further liability with respect to such money.

Section4.04 Appointment to Fill Vacancy in Office of Trustee.

TheCompany, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10,a Trustee, so that there shall at all times be a Trustee hereunder.

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SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section5.01 Company to Furnish Trustee Names and Addresses of Securityholders.

TheCompany will furnish or cause to be furnished to the Trustee (a) within 15 days after each regular record date (as defined in Section2.03) a list, in such form as the Trustee may reasonably require, of the names and addresses of the holders of each series of Securitiesas of such regular record date, provided that the Company shall not be obligated to furnish or cause to furnish such list at any timethat the list shall not differ in any respect from the most recent list furnished to the Trustee by the Company and (b) at such othertimes as the Trustee may request in writing within 30 days after the receipt by the Company of any such request, a list of similar formand content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that, in either case, nosuch list need be furnished for any series for which the Trustee shall be the Security Registrar.

Section5.02 Preservation Of Information; Communications With Securityholders.

(a) TheTrustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holdersof Securities contained in the most recent list furnished to it as provided in Section 5.01 and as to the names and addresses of holdersof Securities received by the Trustee in its capacity as Security Registrar (if acting in such capacity).

(b) TheTrustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.

(c) Securityholdersmay communicate as provided in Section 312(b) of the Trust Indenture Act with other Securityholders with respect to their rights underthis Indenture or under the Securities, and, in connection with any such communications, the Trustee shall satisfy its obligations underSection 312(b) of the Trust Indenture Act in accordance with the provisions of Section 312(b) of the Trust Indenture Act.

Section5.03 Reports by the Company.

(a) TheCompany will at all times comply with Section 314(a) of the Trust Indenture Act. The Company covenants and agrees to provide (which deliverymay be via electronic mail) to the Trustee within 30 days, after the Company files the same with the Commission, copies of the annualreports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission mayfrom time to time by rules and regulations prescribe) that the Company is required to file with the Commission pursuant to Section 13or Section 15(d) of the Exchange Act; provided, however, the Company shall not be required to deliver to the Trustee any correspondencefiled with the Commission or any materials for which the Company has sought and received confidential treatment by the Commission; andprovided further, that so long as such filings by the Company are available on the Commission’s Electronic Data Gathering, Analysisand Retrieval System (EDGAR), or any successor system, such filings shall be deemed to have been filed with the Trustee for purposeshereof without any further action required by the Company. For the avoidance of doubt, a failure by the Company to file annual reports,information and other reports with the Commission within the time period prescribed thereof by the Commission shall not be deemed a breachof this Section 5.03.

(b) Deliveryof reports, information and documents to the Trustee under Section 5.03 is for informational purposes only and the information and theTrustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein, or determinablefrom information contained therein including the Company’s compliance with any of their covenants thereunder (as to which the Trusteeis entitled to rely exclusively on an Officer’s Certificate). The Trustee is under no duty to examine any such reports, informationor documents delivered to the Trustee or filed with the Commission via EDGAR to ensure compliance with the provision of this Indentureor to ascertain the correctness or otherwise of the information or the statements contained therein. The Trustee shall have no responsibilityor duty whatsoever to ascertain or determine whether the above referenced filings with the Commission on EDGAR (or any successor system)has occurred.

Section5.04 Reports by the Trustee.

(a) Ifrequired by Section 313(a) of the Trust Indenture Act, the Trustee, within sixty (60) days after each May 1, shall send to the Securityholdersa brief report dated as of such May 1, which complies with Section 313(a) of the Trust Indenture Act.

(b) TheTrustee shall comply with Section 313(b) and 313(c) of the Trust Indenture Act.

(c) Acopy of each such report shall, at the time of such transmission to Securityholders, be filed by the Trustee with the Company, with eachsecurities exchange upon which any Securities are listed (if so listed) and also with the Commission. The Company agrees to notify theTrustee when any Securities become listed on any securities exchange.

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REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

Section6.01 Events of Default.

(a) Wheneverused herein with respect to Securities of a particular series, “Event of Default” means any one or more of the followingevents that has occurred and is continuing:

(1) theCompany defaults in the payment of any installment of interest upon any of the Securities of that series, as and when the same shallbecome due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension of an interestpayment period by the Company in accordance with the terms of any indenture supplemental hereto shall not constitute a default in thepayment of interest for this purpose;

(2) theCompany defaults in the payment of the principal of (or premium, if any, on) any of the Securities of that series as and when the sameshall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinkingor analogous fund established with respect to that series; provided, however, that a valid extension of the maturity of such Securitiesin accordance with the terms of any indenture supplemental hereto shall not constitute a default in the payment of principal or premium,if any;

(3) theCompany fails to observe or perform any other of its covenants or agreements with respect to that series contained in this Indentureor otherwise established with respect to that series of Securities pursuant to Section 2.01 hereof (other than a covenant or agreementthat has been expressly included in this Indenture solely for the benefit of one or more series of Securities other than such series)for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating that suchnotice is a “Notice of Default” hereunder, shall have been given to the Company by the Trustee, by registered or certifiedmail, or to the Company and the Trustee by the holders of at least 25% in principal amount of the Securities of that series at the timeOutstanding;

(4) theCompany pursuant to or within the meaning of any Bankruptcy Law (i) commences a voluntary case, (ii) consents to the entry of an orderfor relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially allof its property or (iv) makes a general assignment for the benefit of its creditors; or

(5) acourt of competent jurisdiction enters an order under any Bankruptcy Law that (i) is for relief against the Company in an involuntarycase, (ii) appoints a Custodian of the Company for all or substantially all of its property or (iii) orders the liquidation of the Company,and the order or decree remains unstayed and in effect for 90 days.

(b) Ineach and every such case (other than an Event of Default specified in clause (4) or clause (5) above), unless the principal of all theSecurities of that series shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregateprincipal amount of the Securities of that series then Outstanding hereunder, by notice in writing to the Company (and to the Trusteeif given by such Securityholders), may declare the principal of (and premium, if any, on) and accrued and unpaid interest on all theSecurities of that series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediatelydue and payable. If an Event of Default specified in clause (4) or clause (5) above occurs, the principal of and accrued and unpaid intereston all the Securities of that series shall automatically be immediately due and payable without any declaration or other act on the partof the Trustee or the holders of the Securities.

(c) Atany time after the principal of (and premium, if any, on) and accrued and unpaid interest on the Securities of that series shall havebeen so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or enteredas hereinafter provided, the holders of a majority in aggregate principal amount of the Securities of that series then Outstanding hereunder,by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company haspaid or deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of that seriesand the principal of (and premium, if any, on) any and all Securities of that series that shall have become due otherwise than by acceleration(with interest upon such principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, uponoverdue installments of interest, at the rate per annum expressed in the Securities of that series to the date of such payment or deposit)and the amount payable to the Trustee under Section 7.06, and (ii) any and all Events of Default under the Indenture with respect tosuch series, other than the nonpayment of principal on (and premium, if any, on) and accrued and unpaid interest on Securities of thatseries that shall not have become due by their terms, shall have been remedied or waived as provided in Section 6.06.

Nosuch rescission and annulment shall extend to or shall affect any subsequent default or impair any right consequent thereon.

(d) Incase the Trustee shall have proceeded to enforce any right with respect to Securities of that series under this Indenture and such proceedingsshall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determinedadversely to the Trustee, then and in every such case, subject to any determination in such proceedings, the Company and the Trusteeshall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company andthe Trustee shall continue as though no such proceedings had been taken.

Section6.02 Collection of Indebtedness and Suits for Enforcement by Trustee.

(a) TheCompany covenants that (i) in case it shall default in the payment of any installment of interest on any of the Securities of aseries, or in any payment required by any sinking or analogous fund established with respect to that series as and when the same shallhave become due and payable, and such default shall have continued for a period of 90 days, or (ii) in case it shall default inthe payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable,whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise then, upon demand of the Trustee,the Company will pay to the Trustee, for the benefit of the holders of the Securities of that series, the whole amount that then shallhave been become due and payable on all such Securities for principal (and premium, if any) or interest, or both, as the case may be,with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable underapplicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in additionthereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and the amount payable to the Trusteeunder Section 7.06.

(b) Ifthe Company shall fail to pay such amounts forthwith 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 proceedings at law or in equity for the collection of the sums so due andunpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decreeagainst the Company or other obligor upon the Securities of that series and collect the moneys adjudged or decreed to be payable in themanner provided by law or equity out of the property of the Company or other obligor upon the Securities of that series, wherever situated.

(c) Incase of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedingsaffecting the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any actiontherein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs ofclaim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders ofSecurities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institutionof such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect andreceive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of theamount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorizedby each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consentto the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06.

(d) Allrights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of thatseries, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or otherproceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee ofan express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06,be for the ratable benefit of the holders of the Securities of such series.

Incase of an Event of Default hereunder, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by thisIndenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights,either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement containedin the Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vestedin the Trustee by this Indenture or by law.

Nothingcontained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholderany plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any Securityholderthereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding.

Section6.03 Application of Moneys Collected.

Anymoneys collected by the Trustee pursuant to this Article with respect to a particular series of Securities shall be applied in the followingorder, at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal (or premium,if any) or interest, upon presentation of the Securities of that series, and notation thereon of the payment, if only partially paid,and upon surrender thereof if fully paid:

FIRST:To the payment of costs and expenses of collection and of all amounts payable to the Trustee under Section 7.06;

SECOND:To the payment of the amounts then due and unpaid upon Securities of such series for principal (and premium, if any) and interest, inrespect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, accordingto the amounts due and payable on such Securities for principal (and premium, if any) and interest, respectively; and

THIRD:To the payment of the remainder, if any, to the Company or any other Person lawfully entitled thereto.

Section6.04 Limitation on Suits.

Noholder of any Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute anysuit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver ortrustee, or for any other remedy hereunder, unless (i) such Securityholder previously shall have given to the Trustee written noticeof an Event of Default and of the continuance thereof with respect to the Securities of such series specifying such Event of Default,as hereinbefore provided; (ii) the holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstandingshall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (iii)such Securityholder or Securityholders shall have offered to the Trustee indemnity satisfactory to it against the costs, expenses andliabilities to be incurred in compliance with such request; (iv) the Trustee for 90 days after its receipt of such notice, request andoffer of indemnity, shall have failed to institute any such action, suit or proceeding and (v) during such 90 day period, the holdersof a majority in principal amount of the Securities of that series do not give the Trustee a direction inconsistent with the request.

Notwithstandinganything contained herein to the contrary or any other provisions of this Indenture, the right of any holder of any Security to receivepayment of the principal of (and premium, if any) and interest on such Security, as therein provided, on or after the respective duedates expressed in such Security (or in the case of redemption, on the redemption date), or to institute suit for the enforcement ofany such payment on or after such respective dates or redemption date, shall not be impaired or affected without the consent of suchholder and by accepting a Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Securityof such series with every other such taker and holder and the Trustee, that no one or more holders of Securities of such series shallhave any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice therights of the holders of any other of such Securities, or to obtain or seek to obtain priority over or preference to any other such holder,or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of allholders of Securities of such series. For the protection and enforcement of the provisions of this Section, each and every Securityholderand the Trustee shall be entitled to such relief as can be given either at law or in equity.

Section6.05 Rights and Remedies Cumulative; Delay or Omission Not Waiver.

(a) Exceptas otherwise provided in Section 2.07, all powers and remedies given by this Article to the Trustee or to the Securityholders shall,to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or theholders of the Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreementscontained in this Indenture or otherwise established with respect to such Securities.

(b) Nodelay or omission of the Trustee or of any holder of any of the Securities to exercise any right or power accruing upon any Event ofDefault occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any suchdefault or an acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article or bylaw to the Trustee or the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trusteeor by the Securityholders.

Section6.06 Control by Securityholders.

Theholders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding, determined in accordancewith Section 8.04, shall have the right to direct the time, method and place of conducting any proceeding for any remedy available tothe Trustee, or exercising any trust or power conferred on the Trustee with respect to such series; provided, however, that such directionshall not be in conflict with any rule of law or with this Indenture or subject the Trustee in its sole discretion to personal liability.Subject to the provisions of Section 7.01, the Trustee shall have the right to decline to follow any such direction if the Trustee ingood faith shall, by a Responsible Officer or officers of the Trustee, determine that the proceeding so directed, subject to the Trustee’sduties under the Trust Indenture Act, would involve the Trustee in personal liability or might be unduly prejudicial to the Securityholdersnot involved in the proceeding. The holders of a majority in aggregate principal amount of the Securities of any series at the time Outstandingaffected thereby, determined in accordance with Section 8.04, may on behalf of the holders of all of the Securities of such series waiveany past default in the performance of any of the covenants contained herein or established pursuant to Section 2.01 with respect tosuch series and its consequences, except a default in the payment of the principal of, or premium, if any, or interest on, any of theSecurities of that series as and when the same shall become due by the terms of such Securities otherwise than by acceleration (unlesssuch default has been cured and a sum sufficient to pay all matured installments of interest and principal and any premium has been depositedwith the Trustee (in accordance with Section 6.01(c)). Upon any such waiver, the default covered thereby shall be deemed to be curedfor all purposes of this Indenture and the Company, the Trustee and the holders of the Securities of such series shall be restored totheir former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impairany right consequent thereon.

Section6.07 Undertaking to Pay Costs.

Allparties to this Indenture agree, and each holder of any Securities by such holder’s acceptance thereof shall be deemed to haveagreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, orin any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of anundertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defensesmade by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit institutedby any Securityholder, or group of Securityholders, holding more than 10% in aggregate principal amount of the Outstanding Securitiesof any series, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of (or premium, ifany) or interest on any Security of such series, on or after the respective due dates expressed in such Security or established pursuantto this Indenture.

article7

CONCERNING THE TRUSTEE

Section7.01 Certain Duties and Responsibilities of Trustee.

(a) TheTrustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Eventsof Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securitiesof such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be readinto this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that hasnot been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vestedin it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under thecircumstances in the conduct of his or her own affairs.

(b) Noprovision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligentfailure to act, or its own willful misconduct, except that:

(i) priorto the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Eventsof Default with respect to that series that may have occurred:

(A) theduties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisionsof this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of suchduties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into thisIndenture against the Trustee; and

(B) inthe absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely,as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnishedto the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by anyprovision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determinewhether or not they conform to the requirements of this Indenture;

(ii) theTrustee shall not be liable to any Securityholder or to any other Person for any error of judgment made in good faith by a ResponsibleOfficer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinentfacts;

(iii) theTrustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the directionof the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to thetime, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferredupon the Trustee under this Indenture with respect to the Securities of that series;

(iv) noneof the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financialliability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground forbelieving that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequateindemnity against such risk is not reasonably assured to it;

(v) TheTrustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder;

(vi) Thepermissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and

(vii) NoTrustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securitieshereunder.

Section7.02 Certain Rights of Trustee.

Exceptas otherwise provided in Section 7.01:

(a) TheTrustee may conclusively 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, security or other paper or document believed by it to begenuine and to have been signed or presented by the proper party or parties;

(b) Anyrequest, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Board Resolution or an instrumentsigned in the name of the Company by any authorized Officer of the Company (unless other evidence in respect thereof is specificallyprescribed herein);

(c) TheTrustee may consult with counsel and the opinion or written advice of such counsel or, if requested, any Opinion of Counsel shall befull and complete authorization and protection in respect of any action taken or suffered or omitted hereunder in good faith and in reliancethereon;

(d) TheTrustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order ordirection of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offeredto the Trustee security or indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities that may beincurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence ofan Event of Default with respect to a series of the Securities (that has not been cured or waived), to exercise with respect toSecurities of that series such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skillin their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his or her ownaffairs;

(e) TheTrustee shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized orwithin the discretion or rights or powers conferred upon it by this Indenture;

(f) TheTrustee 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, security, or other papers or documents or inquire asto the performance by the Company of one of its covenants under this Indenture, unless requested in writing so to do by the holdersof not less than a majority in principal amount of the Outstanding Securities of the particular series affected thereby (determinedas provided in Section 8.04); provided, however, that if the payment within a reasonable time to the Trustee of the costs, expensesor liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonablyassured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require security or indemnityreasonably acceptable to the Trustee against such costs, expenses or liabilities as a condition to so proceeding. The reasonableexpense of every such examination shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upondemand;

(g) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or throughagents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorneyappointed with due care by it hereunder;

(h) Inno event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arisingout of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, andinterruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understoodthat the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resumeperformance as soon as practicable under the circumstances;

(i) Inno event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kindwhatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood ofsuch loss or damage and regardless of the form of action; and

(j) TheTrustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmissionor other similar unsecured electronic methods; provided, however, that such instructions or directions shall be signed by an authorizedrepresentative of the party providing such instructions or directions. If the party elects to give the Trustee e-mail or facsimile instructions(or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’sunderstanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arisingdirectly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructionsconflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume allrisks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitationthe risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties. The Trustee mayrequest that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorizedat such time to furnish the Trustee with Officer’s Certificates, Company Orders and any other matters or directions pursuant tothis Indenture;

(k) Therights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and under the Securities, and each agent,custodian or other person employed to act under this Indenture; and

(l) TheTrustee shall not be deemed to have knowledge of any Default or Event of Default (other than an Event of Default constituting the failureto pay the interest on, or the principal of, the Securities if the Trustee also serves as the paying agent for such Securities) untilthe Trustee shall have received written notification in the manner set forth in this Indenture or a Responsible Officer of the Trusteeshall have obtained actual knowledge.

Section7.03 Trustee Not Responsible for Recitals or Issuance or Securities.

(a) Therecitals contained herein and in the Securities shall be taken as the statements of the Company, and the Trustee assumes no responsibilityfor the correctness of the same. The Trustee shall not be responsible for any statement in any registration statement, prospectus, orany other document in connection with the sale of Securities. The Trustee shall not be responsible for any rating on the Securities orany action or omission of any rating agency.

(b) TheTrustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities.

(c) TheTrustee shall not be accountable for the use or application by the Company of any of the Securities or of the proceeds of such Securities,or for the use or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture or establishedpursuant to Section 2.01, or for the use or application of any moneys received by any paying agent other than the Trustee.

Section7.04 May Hold Securities.

TheTrustee or any paying agent or Security Registrar, in its individual or any other capacity, may become the owner or pledgee of Securitieswith the same rights it would have if it were not Trustee, paying agent or Security Registrar.

Section7.05 Moneys Held in Trust.

Subjectto the provisions of Section 11.05, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trustfor the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. TheTrustee shall be under no liability for interest on any moneys received by it hereunder except such as it may agree with the Companyto pay thereon.

Section7.06 Compensation and Reimbursement.

(a) The Company shall pay to the Trustee for each of its capacities hereunder from time to time compensation for its services as the Companyand the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensationof a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurredby it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel.

(b) TheCompany shall indemnify each of the Trustee in each of its capacities hereunder against any loss, liability or expense (including thecost of defending itself and including the reasonable compensation and expenses of the Trustee’s agents and counsel) incurred byit except as set forth in Section 7.06(c) in the exercise or performance of its powers, rights or duties under this Indenture as Trusteeor Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claimand the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable feesand expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonablywithheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee.

(c) TheCompany need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director,employee, shareholder or agent of the Trustee through negligence or bad faith.

(d) Toensure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all funds orproperty held or collected by the Trustee, except that held in trust to pay principal of or interest on particular Securities. When theTrustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(4) or (5), the expenses(including the reasonable fees and expenses of its counsel) and the compensation for services in connection therewith are to constituteexpenses of administration under any bankruptcy law. The provisions of this Section 7.06 shall survive the termination of this Indentureand the resignation or removal of the Trustee.

Section7.07 Reliance on Officer’s Certificate.

Exceptas otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it reasonablynecessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder,such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faithon the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trusteeand such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee forany action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith thereof.

Section7.08 Disqualification; Conflicting Interests.

Ifthe Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act,the Trustee and the Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

Section7.09 Corporate Trustee Required; Eligibility.

Thereshall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized anddoing business under the laws of the United States of America or any state or territory thereof or of the District of Columbia, or acorporation or other Person permitted to act as trustee by the Commission, authorized under such laws to exercise corporate trust powers,having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000), and subject to supervision or examinationby federal, state, territorial, or District of Columbia authority.

Ifsuch corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaidsupervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or otherPerson shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Companymay not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee.In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resignimmediately in the manner and with the effect specified in Section 7.10.

Section7.10 Resignation and Removal; Appointment of Successor.

(a) TheTrustee or any successor hereafter appointed may at any time resign with respect to the Securities of one or more series by giving writtennotice thereof to the Company and the Securityholders of such series. Upon receiving such notice of resignation, the Company shall promptlyappoint a successor trustee with respect to Securities of such series by written instrument, in duplicate, executed by order of the Boardof Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successortrustee shall have been so appointed and have accepted appointment within 30 days after the sending of such notice of resignation, theresigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee with respect to Securitiesof such series, or any Securityholder of that series who has been a bona fide holder of a Security or Securities for at least six monthsmay on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Suchcourt may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b) Incase at any time any one of the following shall occur:

(i) theTrustee shall fail to comply with the provisions of Section 7.08 after written request therefor by the Company or by any Securityholderwho has been a bona fide holder of a Security or Securities for at least six months; or

(ii) theTrustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request thereforby the Company or by any such Securityholder; or

(iii) theTrustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding,or a receiver of the Trustee or of its property shall be appointed or consented to, or any public officer shall take charge or controlof the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then,in any such case, the Company may remove the Trustee with respect to all Securities and appoint a successor trustee by written instrument,in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removedand one copy to the successor trustee, or any Securityholder who has been a bona fide holder of a Security or Securities for at leastsix months may, on behalf of that holder and all others similarly situated, petition any court of competent jurisdiction for the removalof the Trustee and the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem properand prescribe, remove the Trustee and appoint a successor trustee.

(c) Theholders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding may at any time remove theTrustee with respect to such series by so notifying the Trustee and the Company and may appoint a successor Trustee for such series withthe consent of the Company.

(d) Anyresignation or removal of the Trustee and appointment of a successor trustee with respect to the Securities of a series pursuant to anyof the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section7.11.

(e) Anysuccessor trustee appointed pursuant to this Section may be appointed with respect to the Securities of one or more series or all ofsuch series, and at any time there shall be only one Trustee with respect to the Securities of any particular series.

Section7.11 Acceptance of Appointment By Successor.

(a) Incase of the appointment hereunder of a successor trustee with respect to all Securities, every such successor trustee so appointed shallexecute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon theresignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance,shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or thesuccessor trustee, such retiring Trustee shall, upon payment of any amounts due to it pursuant to the provisions of Section 7.06, executeand deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shallduly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder.

(b) Incase of the appointment hereunder of a successor trustee with respect to the Securities of one or more (but not all) series, the Company,the retiring Trustee and each successor trustee with respect to the Securities of one or more series shall execute and deliver an indenturesupplemental hereto wherein each successor trustee shall accept such appointment and which (i) shall contain such provisions as shallbe necessary or desirable to transfer and confirm to, and to vest in, each successor trustee all the rights, powers, trusts and dutiesof the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates,(ii) shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and dutiesof the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shallcontinue to be vested in the retiring Trustee, and (iii) shall add to or change any of the provisions of this Indenture as shall be necessaryto provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing hereinor in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee shall be trusteeof a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and thatno Trustee shall be responsible for any act or failure to act on the part of any other Trustee hereunder; and upon the execution anddelivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent providedtherein, such retiring Trustee shall with respect to the Securities of that or those series to which the appointment of such successortrustee relates have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligationsvested in the Trustee under this Indenture, and each such successor trustee, without any further act, deed or conveyance, shall becomevested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those seriesto which the appointment of such successor trustee relates; but, on request of the Company or any successor trustee, such retiring Trusteeshall duly assign, transfer and deliver to such successor trustee, to the extent contemplated by such supplemental indenture, the propertyand money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment ofsuch successor trustee relates.

(c) Uponrequest of any such successor trustee, the Company shall execute any and all instruments for more fully and certainly vesting in andconfirming to such successor trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the casemay be.

(d) Nosuccessor trustee shall accept its appointment unless at the time of such acceptance such successor trustee shall be qualified and eligibleunder this Article.

(e) Uponacceptance of appointment by a successor trustee as provided in this Section, the Company shall send notice of the succession of suchtrustee hereunder to the Securityholders. If the Company fails to send such notice within ten days after acceptance of appointment bythe successor trustee, the successor trustee shall cause such notice to be sent at the expense of the Company.

Section7.12 Merger, Conversion, Consolidation or Succession to Business.

Anycorporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting fromany merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantiallyall the corporate trust business of the Trustee, including the administration of the trust created by this Indenture, shall be the successorof the Trustee hereunder, provided that such corporation shall be qualified under the provisions of Section 7.08 and eligible under theprovisions of Section 7.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto,anything herein to the contrary notwithstanding. In case any Securities shall have been authenticated, but not delivered, by the Trusteethen in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication anddeliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

Section7.13 Preferential Collection of Claims Against the Company.

TheTrustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b)of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Actto the extent included therein.

Section7.14 Notice of Default.

Ifany Event of Default occurs and is continuing and if such Event of Default is known to a Responsible Officer of the Trustee, the Trusteeshall send to each Securityholder in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act notice of theEvent of Default within the earlier of 90 days after it occurs and 30 days after it is known to a Responsible Officer of the Trusteeor written notice of it is received by the Trustee, unless such Event of Default has been cured; provided, however, that, exceptin the case of a default in the payment of the principal of (or premium, if any) or interest on any Security, the Trustee shall be protectedin withholding such notice if and so long as the Responsible Officers of the Trustee in good faith determine that the withholding ofsuch notice is in the interest of the Securityholders.

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CONCERNING THE SECURITYHOLDERS

Section8.01 Evidence of Action by Securityholders.

Wheneverin this Indenture it is provided that the holders of a majority or specified percentage in aggregate principal amount of the Securitiesof a particular series may take any action (including the making of any demand or request, the giving of any notice, consent or waiveror the taking of any other action), the fact that at the time of taking any such action the holders of such majority or specified percentageof that series have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by suchholders of Securities of that series in person or by agent or proxy appointed in writing.

Ifthe Company shall solicit from the Securityholders of any series any request, demand, authorization, direction, notice, consent, waiveror other action, the Company may, at its option, as evidenced by an Officer’s Certificate, fix in advance a record date for suchseries for the determination of Securityholders entitled to give such request, demand, authorization, direction, notice, consent, waiveror other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization,direction, notice, consent, waiver or other action may be given before or after the record date, but only the Securityholders of recordat the close of business on the record date shall be deemed to be Securityholders for the purposes of determining whether Securityholdersof the requisite proportion of Outstanding Securities of that series have authorized or agreed or consented to such request, demand,authorization, direction, notice, consent, waiver or other action, and for that purpose the Outstanding Securities of that series shallbe computed as of the record date; provided, however, that no such authorization, agreement or consent by such Securityholders on therecord date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than sixmonths after the record date.

Section8.02 Proof of Execution by Securityholders.

Subjectto the provisions of Section 7.01, proof of the execution of any instrument by a Securityholder (such proof will not require notarization)or his or her agent or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the followingmanner:

(a) Thefact and date of the execution by any such Person of any instrument may be proved in any reasonable manner acceptable to the Trustee.

(b) Theownership of Securities shall be proved by the Security Register of such Securities or by a certificate of the Security Registrar thereof.

TheTrustee may require such additional proof of any matter referred to in this Section as it shall deem necessary.

Section8.03 Who May be Deemed Owners.

Priorto the due presentment for registration of transfer of any Security, the Company, the Trustee, any paying agent and any Security Registrarmay deem and treat the Person in whose name such Security shall be registered upon the books of the Security Registrar as the absoluteowner of such Security (whether or not such Security shall be overdue and notwithstanding any notice of ownership or writing thereonmade by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal of, premium,if any, and (subject to Section 2.03) interest on such Security and for all other purposes; and neither the Company nor the Trustee norany paying agent nor any Security Registrar shall be affected by any notice to the contrary.

Section8.04 Certain Securities Owned by Company Disregarded.

Indetermining whether the holders of the requisite aggregate principal amount of Securities of a particular series have concurred in anydirection, consent or waiver under this Indenture, the Securities of that series that are owned by the Company or any other obligor onthe Securities of that series or by any Person directly or indirectly controlling or controlled by or under common control with the Companyor any other obligor on the Securities of that series shall be disregarded and deemed not to be Outstanding for the purpose of any suchdetermination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consentor waiver, only Securities of such series that the Trustee actually knows are so owned shall be so disregarded. The Securities so ownedthat have been pledged in good faith may be regarded as Outstanding for the purposes of this Section, if the pledgee shall establishto the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not aPerson directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such otherobligor. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protectionto the Trustee.

Section8.05 Actions Binding on Future Securityholders.

Atany time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the holdersof the majority or percentage in aggregate principal amount of the Securities of a particular series specified in this Indenture in connectionwith such action, any holder of a Security of that series that is shown by the evidence to be included in the Securities the holdersof which have consented to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in Section8.02, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the holder of any Security shallbe conclusive and binding upon such holder and upon all future holders and owners of such Security, and of any Security issued in exchangetherefor, on registration of transfer thereof or in place thereof, irrespective of whether or not any notation in regard thereto is madeupon such Security. Any action taken by the holders of the majority or percentage in aggregate principal amount of the Securities ofa particular series specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trusteeand the holders of all the Securities of that series.

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SUPPLEMENTAL INDENTURES

Section9.01 Supplemental Indentures Without the Consent of Securityholders.

Inaddition to any supplemental indenture otherwise authorized by this Indenture, the Company and the Trustee may from time to time andat any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Actas then in effect), without the consent of the Securityholders, for one or more of the following purposes:

(a) tocure any ambiguity, defect, or inconsistency herein or in the Securities of any series;

(b) tocomply with Article Ten;

(c) toprovide for uncertificated Securities in addition to or in place of certificated Securities;

(d) toadd to the covenants, restrictions, conditions or provisions relating to the Company for the benefit of the holders of all or any seriesof Securities (and if such covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities,stating that such covenants, restrictions, conditions or provisions are expressly being included solely for the benefit of such series),to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditionsor provisions an Event of Default, or to surrender any right or power herein conferred upon the Company;

(e) toadd to, delete from, or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication,and delivery of Securities, as herein set forth;

(f) tomake any change that does not adversely affect the rights of any Securityholder in any material respect;

(g) toprovide for the issuance of and establish the form and terms and conditions of the Securities of any series as provided in Section 2.01,to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities,or to add to the rights of the holders of any series of Securities;

(h) toevidence and provide for the acceptance of appointment hereunder by a successor trustee; or

(i) tocomply with any requirements of the Commission or any successor in connection with the qualification of this Indenture under the TrustIndenture Act.

TheTrustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, and to make any further appropriateagreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such supplementalindenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Anysupplemental indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the consentof the holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02.

Section9.02 Supplemental Indentures With Consent of Securityholders.

Withthe consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securitiesof each series affected by such supplemental indenture or indentures at the time Outstanding, the Company, when authorized by a BoardResolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shallconform to the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in anymanner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not coveredby Section 9.01 the rights of the holders of the Securities of such series under this Indenture; provided, however, that no such supplementalindenture shall, without the consent of the holders of each Security then Outstanding and affected thereby, (a) extend the fixed maturityof any Securities of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interestthereon, or reduce any premium payable upon the redemption thereof or (b) reduce the aforesaid percentage of Securities, the holdersof which are required to consent to any such supplemental indenture.

Itshall not be necessary for the consent of the Securityholders of any series affected thereby under this Section to approve the particularform of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Section9.03 Effect of Supplemental Indentures.

Uponthe execution of any supplemental indenture pursuant to the provisions of this Article or of Section 10.01, this Indenture shall, withrespect to such series, be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations ofrights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of Securities of the seriesaffected thereby 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 ofthis Indenture for any and all purposes.

Section9.04 Securities Affected by Supplemental Indentures.

Securitiesof any series affected by a supplemental indenture, authenticated and delivered after the execution of such supplemental indenture pursuantto the provisions of this Article or of Section 10.01, may bear a notation in form approved by the Company, provided such form meetsthe requirements of any securities exchange upon which such series may be listed, as to any matter provided for in such supplementalindenture. If the Company shall so determine, new Securities of that series so modified as to conform, in the opinion of the Board ofDirectors, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticatedby the Trustee and delivered in exchange for the Securities of that series then Outstanding.

Section9.05 Execution of Supplemental Indentures.

Uponthe request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and uponthe filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shalljoin with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’sown rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not beobligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’sCertificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorizedor permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have beencomplied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection withthe execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof.

Promptlyafter the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Companyshall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, tothe Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of theCompany to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validityof any such supplemental indenture.

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SUCCESSOR ENTITY

Section10.01 Company May Consolidate, Etc.

Nothingcontained in this Indenture shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliatedwith the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties,or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company or its successor or successors asan entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company or its successor or successors);provided, however, the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Companyis not the survivor of such transaction) or any such sale, conveyance, transfer or other disposition (other than a sale, conveyance,transfer or other disposition to a Subsidiary of the Company), the due and punctual payment of the principal of (premium, if any) andinterest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due andpunctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or establishedwith respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplementalindenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to theTrustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged,or by the entity which shall have acquired such property.

Section10.02 Successor Entity Substituted.

(a) Incase of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor entityby supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the obligations set forthunder Section 10.01 on all of the Securities of all series Outstanding, such successor entity shall succeed to and be substituted forthe Company with the same effect as if it had been named as the Company herein, and thereupon the predecessor corporation shall be relievedof all obligations and covenants under this Indenture and the Securities.

(b) Incase of any such consolidation, merger, sale, conveyance, transfer or other disposition, such changes in phraseology and form (but notin substance) may be made in the Securities thereafter to be issued as may be appropriate.

(c) Nothingcontained in this Article shall require any action by the Company in the case of a consolidation or merger of any Person into the Companywhere the Company is the survivor of such transaction, or the acquisition by the Company, by purchase or otherwise, of all or any partof the property of any other Person (whether or not affiliated with the Company).

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SATISFACTION AND DISCHARGE

Section11.01 Satisfaction and Discharge of Indenture.

Ifat any time: (a) the Company shall have delivered to the Trustee for cancellation all Securities of a series theretofore authenticatedand not delivered to the Trustee for cancellation (other than any Securities that shall have been destroyed, lost or stolen and thatshall have been replaced or paid as provided in Section 2.07 and Securities for whose payment money or Governmental Obligations havetheretofore been deposited in trust or segregated and held in trust by the Company and thereupon repaid to the Company or dischargedfrom such trust, as provided in Section 11.05); or (b) all such Securities of a particular series not theretofore delivered to the Trusteefor cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be calledfor redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Companyshall deposit or cause to be deposited with the Trustee as trust funds the entire amount in moneys or Governmental Obligations or a combinationthereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificationthereof delivered to the Trustee, to pay at maturity or upon redemption all Securities of that series not theretofore delivered to theTrustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or datefixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder withrespect to such series by the Company then this Indenture shall thereupon cease to be of further effect with respect to such series exceptfor the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03, 7.10, 11.05 and 13.04, that shall survive until the date of maturityor redemption date, as the case may be, and Sections 7.06 and 11.05, that shall survive to such date and thereafter, and the Trustee,on demand of the Company and at the cost and expense of the Company shall execute proper instruments acknowledging satisfaction of anddischarging this Indenture with respect to such series.

Section11.02 Discharge of Obligations.

Ifat any time all such Securities of a particular series not heretofore delivered to the Trustee for cancellation or that have not becomedue and payable as described in Section 11.01 shall have been paid by the Company by depositing irrevocably with the Trustee as trustfunds moneys or an amount of Governmental Obligations sufficient to pay at maturity or upon redemption all such Securities of that seriesnot theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become dueto such date of maturity or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid allother sums payable hereunder by the Company with respect to such series, then after the date such moneys or Governmental Obligations,as the case may be, are deposited with the Trustee the obligations of the Company under this Indenture with respect to such series shallcease to be of further effect except for the provisions of Sections 2.03, 2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10, 11.05 and 13.04 hereofthat shall survive until such Securities shall mature and be paid.

Thereafter,Sections 7.06 and 11.05 shall survive.

Section11.03 Deposited Moneys to be Held in Trust.

Allmoneys or Governmental Obligations deposited with the Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall beavailable for payment as due, either directly or through any paying agent (including the Company acting as its own paying agent), tothe holders of the particular series of Securities for the payment or redemption of which such moneys or Governmental Obligations havebeen deposited with the Trustee.

Section11.04 Payment of Moneys Held by Paying Agents.

Inconnection with the satisfaction and discharge of this Indenture all moneys or Governmental Obligations then held by any paying agentunder the provisions of this Indenture shall, upon demand of the Company, be paid to the Trustee and thereupon such paying agent shallbe released from all further liability with respect to such moneys or Governmental Obligations.

Section11.05 Repayment to Company.

Anymoneys or Governmental Obligations deposited with any paying agent or the Trustee, or then held by the Company, in trust for paymentof principal of or premium, if any, or interest on the Securities of a particular series that are not applied but remain unclaimed bythe holders of such Securities for at least two years after the date upon which the principal of (and premium, if any) or interest onsuch Securities shall have respectively become due and payable, or such other shorter period set forth in applicable escheat or abandonedor unclaimed property law, shall be repaid to the Company on May 31 of each year or upon the Company’s request or (if then heldby the Company) shall be discharged from such trust; and thereupon the paying agent and the Trustee shall be released from all furtherliability with respect to such moneys or Governmental Obligations, and the holder of any of the Securities entitled to receive such paymentshall thereafter, as a general creditor, look only to the Company for the payment thereof.

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IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section12.01 No Recourse.

Norecourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon orotherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, past, present or future as such,of the Company or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successorcorporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise;it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that nosuch personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directorsas such, of the Company or of any predecessor or successor corporation, or any of them, because of the creation of the indebtedness herebyauthorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securitiesor implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or byconstitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or directoras such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreementscontained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly waived and released as a conditionof, and as a consideration for, the execution of this Indenture and the issuance of such Securities.

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MISCELLANEOUS PROVISIONS

Section13.01 Effect on Successors and Assigns.

Allthe covenants, stipulations, promises and agreements in this Indenture made by or on behalf of the Company shall bind its successorsand assigns, whether so expressed or not.

Section13.02 Actions by Successor.

Anyact or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officerof the Company shall and may be done and performed with like force and effect by the corresponding board, committee or officer of anycorporation that shall at the time be the lawful successor of the Company.

Section13.03 Surrender of Company Powers.

TheCompany by instrument in writing executed by authority of its Board of Directors and delivered to the Trustee may surrender any of thepowers reserved to the Company, and thereupon such power so surrendered shall terminate both as to the Company and as to any successorcorporation.

Section13.04 Notices.

Exceptas otherwise expressly provided herein, any notice, request or demand that by any provision of this Indenture is required or permittedto be given, made or served by the Trustee, the Security Registrar, any paying or other agent under this Indenture or by the holdersof Securities or by any other Person pursuant to this Indenture to or on the Company may be given or served by being deposited in firstclass mail, postage prepaid, addressed (until another address is filed in writing by the Company with the Trustee), as follows:                                                                                                                         .Any notice, election, request or demand by the Company or any Securityholder or by any other Person pursuant to this Indenture to orupon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the CorporateTrust Office of the Trustee.

Section13.05 Governing Law; Jury Trial Waiver.

ThisIndenture and each Security shall be governed by, and construed in accordance with, the internal laws of the State of New York, exceptto the extent that the Trust Indenture Act is applicable.

EACHPARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITHTHIS INDENTURE.

Section13.06 Treatment of Securities as Debt.

Itis intended that the Securities will be treated as indebtedness and not as equity for federal income tax purposes. The provisions ofthis Indenture shall be interpreted to further this intention.

Section13.07 Certificates and Opinions as to Conditions Precedent.

(a) Uponany application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Companyshall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent provided for in this Indenture (otherthan the certificate to be delivered pursuant to Section 13.12) relating to the proposed action have been complied with and, if requested,an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except thatin the case of any such application or demand as to which the furnishing of such documents is specifically required by any provisionof this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished.

(b) Eachcertificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenantin this Indenture (other than the certificate to be delivered pursuant to Section 13.12 of this Indenture or Section 314(a)(1) of theTrust Indenture Act) shall include (i) a statement that the Person making such certificate or opinion has read such covenant or condition;(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions containedin such certificate or opinion are based; (iii) a statement that, in the opinion of such Person, he has made such examination or investigationas is reasonably necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been compliedwith; and (iv) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section13.08 Payments on Business Days.

Exceptas provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or establishedin one or more indentures supplemental to this Indenture, in any case where the date of maturity of interest or principal of any Securityor the date of redemption of any Security shall not be a Business Day, then payment of interest or principal (and premium, if any) maybe made on the next succeeding Business Day with the same force and effect as if made on the nominal date of maturity or redemption,and no interest shall accrue for the period after such nominal date.

Section13.09 Conflict with Trust Indenture Act.

Ifand to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Section 318(c) of theTrust Indenture Act, such imposed duties shall control.

Section13.10 Counterparts.

ThisIndenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitutebut one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shallconstitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenturefor all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures forall purposes.

Section13.11 Separability.

Incase any one or more of the provisions contained in this Indenture or in the Securities of any series shall for any reason be held tobe invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisionsof this Indenture or of such Securities, but this Indenture and such Securities shall be construed as if such invalid or illegal or unenforceableprovision had never been contained herein or therein.

Section13.12 Compliance Certificates.

TheCompany shall deliver to the Trustee, within 120 days after the end of each fiscal year during which any Securities of any series wereoutstanding, an officer’s certificate stating whether or not the signers know of any Event of Default that occurred during suchfiscal year. Such certificate shall contain a certification from the principal executive officer, principal financial officer or principalaccounting officer of the Company that a review has been conducted of the activities of the Company and the Company’s performanceunder this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section13.12, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.If the officer of the Company signing such certificate has knowledge of such an Event of Default, the certificate shall describe anysuch Event of Default and its status.

Section13.13 U.S.A Patriot Act.

Theparties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutionsand in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information thatidentifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indentureagree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirementsof the U.S.A. Patriot Act.

Section13.14 Force Majeure.

Inno event shall the Trustee, the Security Registrar, any paying agent or any other agent under this Indenture be responsible or liablefor any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forcesbeyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances,nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions or utilities, communications or computer (softwareand hardware) services; it being understood that the Trustee, the Security Registrar, any paying agent or any other agent under thisIndenture shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance assoon as practicable under the circumstances.

Section13.15 Table of Contents; Headings.

Thetable of contents and headings of the articles and sections of this Indenture have been inserted for convenience of reference only, arenot intended to be considered a part hereof, and will not modify or restrict any of the terms or provisions hereof.

InWitness Whereof, the parties hereto have causedthis Indenture to be duly executed all as of the day and year first above written.

CROSS-REFERENCETABLE (1)