展覽4.1

蘋果公司。

Digital Realty 信託有限合夥

和

紐約梅隆銀行信託有限公司，N.A.，

作為信託人

契約書

日期截至2024年11月1日

本契約的某些部分

有關於第310至318節，

1939年信託合同法案

備註： 這種調解和對數， 不得被視為本債券的一部分。

目錄

在2024年11月1日簽署的契約，由加利福尼亞州法律下合法組織並存在的蘋果公司（以下簡稱“公司”）， 以及紐約梅隆銀行信託公司，一家根據美國法律合法組織並存在的國家銀行協會，作爲受託人（以下簡稱“受託人”).

公司陳述

公司已經合法授權執行和交付本債券契約，以便不時發行其債務證券（以下簡稱“證券”）， 要根據本債券的規定，分爲一種或多種系列發行。

爲了使這份契約成爲公司的有效協議，根據其條款，一切必要的事情都已經完成。

因此，本契約證明：

爲了考慮上述情況和持有人購買證券，雙方達成以下協議，以便對所有證券的持有人或任何系列證券的持有人均有平等和成比例的利益：

第一條

定義和其他條款

一般適用

對於本契約的所有目的，除非另有明確規定或上下文另有要求：

“行動「，」指任何持有人，其含義如第104條規定。

“附屬公司對於任何特定人士，"其他人" 意指直接或間接受所指定的人士管轄或受其直接或間接共同控制的任何其他人。就本定義而言，"控制" 在涉及任何特定個人時意味着直接或間接控制該人士的管理和政策的權力，無論是通過持有投票權證券，合同或其他方式；"控制" 和 "被控制" 這兩個術語的含義與前述內容相對應。

“適用程序「」表示針對託管機構在任何時間的任何事項，如果有的話，則適用於該時間的該事項的政策和程序。

“鑑證代理人「」指根據614條款獲得受託人授權代表受託人對一個或多個系列的證券進行驗證的任何人。

“破產法「」在第501節中有特定含義。

“董事會「董事會」指公司的董事會或該董事會授權的任何委員會。

“第八章 默認、代表和特權 第8.1節 默認 如果公司未在有關按金期限內付款或違反與任何債券相關的其他任何條款，在持有人組成表決權後代理人有權行使討薪的任何權利。「」意味着由公司秘書或助理秘書認證的一份或多份決議副本，據稱已由董事會合法通過，並在認證日期當日生效，並交付給受託人。

“第十章 轉讓證券 第10.1節 交易 如果發行受託人證明，債券持有人可以交換並迅速交付發行受託人這樣的證明，無論是有欠款未償還，還是實質性週轉的時候，都可以在世界範圍範圍內經由源和債券市場交易。”指的是在與支付地點有關的任何場所，除非按第301條所述另有規定，支付地點是指任何星期六或星期日以外的日子，這不是在該支付地點銀行機構法律或行政命令要求關閉的日子。

“委員會:「委託人」，是指不時成立、根據《交易所法》設立的美國證券交易委員會，或者，在履行本信託契約下現時其所被分配的職責的委託人法案後的任何時候，如果該委員會在本契約簽訂後的任何時候不存在或不履行其下委託人法案規定的職責，則是在該時候履行這些職責的主體。

“公司「公司」指本信託書第一段中所指的人，直到根據本信託書的適用條款使繼任人成爲該人爲止，此後，「公司」即指該繼任人。

“公司請求「」或「」公司訂單「」表示公司由公司的官員（或公司的官員書面指定的任何人員被授權執行和交付公司請求和公司訂單）簽署的書面請求或訂購，並交付給受託人。

“公司託管辦公室是指在該託管證券相關的企業信託業務由此規定在任何時間核心管理的受託人的辦事處。「」表示受託人的主要辦公處所，在任何特定時間，其公司信託業務將在該處進行（截至本契約日期，該辦公處位於紐約梅隆銀行信託公司，N.A.，南瓦克大道311號，62樓，62000億套房，郵箱 #44，伊利諾伊州芝加哥60606，注意：公司信託管理，或在受託人可以隨時通過通知持有人指定的任何其他地址的其他時間）。

“契約失效「」在第1303節中有特定的含義。

“保管人「」在第501節中有特定含義。

“違約'"事件"指任何事件，如果經過通知或經過一段時間或兩者結合後，將成爲違約事件。

“拖欠利息「」在第307條款中指定。

“贖回條款「」在第1302節中指定了含義。

“「託管人」是指對於任何系列證券發行的全部或部分採用一種或多種全局證券的證券，由公司指定爲該系列的託管人的人，該託管人應爲登記於交易所法案下的清算機構；如在任何時候有不止一個這樣的人，「託管人」用於該系列證券則應指該系列證券的託管人。”意味着，就任何一系列可全部或部分以一個或多個全球證券形式發行的證券而言，是指根據交易所法案註冊的結算機構，被指定爲根據第301條擔任這些證券的託管人。

“違約事件「」在第501節中有特定含義。

“使擁有公司註冊證券類別10%以上股權的官員、董事或實際股東代表簽署人遞交表格3、4和5（包括修正版及有關聯合遞交協議）,符合證券交易法案第16(a)條及其下屬規則規定的要求；「」 指1934年美國證券交易所法以及任何隨後的法規，每一種都會不時地進行修訂。

“到期日「」 在第 104 條中有指定的含義。

“通用會計原則(GAAP)「」表示美國不時有效的普遍公認會計准則。

“全球安全“”表示證券，證明任何一系列或部分證券，並帶有第202條所載的標識（或根據第301條為該證卷所考慮的標識）。

“持有人指在安防登記冊上以其名義登記的人。

“抵押權契約“引證書”指這個工具最初執行時以及隨時可能根據相關條款所補充或修訂的一個或多個補充契約，包括對這份工具和任何此類補充契約的所有目的而言，被視為是並管理這份工具和任何此類補充契約的《信託契約法》條款。 此外，“契約”一詞還應包括作為特定系列證券條款的。
根據第301條所預期的。

“利息「」指的是，當涉及到一個原始發行折價證券，其條款規定只在到期後支付利息時，指的是到期後應支付的利息。

“付息日期”代表著相對於任何安防，該安防的利息分期的到期日。

“內部稅收法典「“”」指的是不時修訂的1986年美國《國內稅收法規》。

“到期「」指有關任何安防的日期，當該安防的本金或本金的分期款到期應付，不論在所述到期日或加速宣告、看漲贖回或其他情況下。

“違約通知。「」表示501條所規定的書面通知。

“Officer”代表公司的首席執行官、財務長、企業司庫、助理司庫、總法律顧問兼秘書， 或者公司的任何助理秘書。

“官方證明書「”」指的是由公司的高級主管（或任何經公司高級主管書面指定為合法代表並有權簽署及交付主管證明的人）簽署並交付給受託人的證書。

“顧問意見「律師意見」指由律師（可能是公司的律師）書面表示，並應合理接受受託人。 律師可以是公司的員工。根據本契約要求提交的律師意見可能具有對所需類型的意見為慣例的限制。

“原始發行折扣證券「security」指任何安防，當依據第502條的規定要求成熟期加速支付時，其支付金額少於本金。

“流通股本「證券」，就本【事證】而言，於決定之日起，全部所剩未確認及交付之證券，特例除外：

提供, 但是在確定擁有債券已達到所需本金金額的持有人於任何日期給予、提出或採取任何要求、要求、授權、指示、通知、同意、放棄或其他行動時（A）原發折扣證券的本金金額在加速到達指定日期的到期日之主要金額之下，該證券應被視為已發行的本金金額將在該日期支付，(B)如果在該日期，證券的到期日的本金金額不可確定，則應視為已發行的證券的本金金額為根據第301條的規定所指定或確定的金額，(C)以一種或多種外國貨幣、複合貨幣或貨幣單位計價的證券的本金金額應被視為已發行的應為美元等值，根據第301條的規定於該日期確定的該證券的本金金額（或在以上所述第（A）或（B）款中規定的金額）以及(D) 公司或任何證券的簽發者或任何公司的聯屬方擁有的證券應被忽視並被視為未發行，除非在確定受託人是否應受到其本身知道的擁有的這些證券而被忽視以受到保護時，只有受託人的負責人所知道的將這些證券不予考慮。以善意抵押的持有的證券可以被視為已發行，如果抵押人使受托人滿意地確定抵押人有權對這些證券採取行動，並且抵押人不是公司或其他證券的簽發者或公司的聯屬方。

“付款代理人「」表示公司授權的任何人對外代表公司支付有關債券的本金或溢價（如有），或利息。 公司最初授權並委任信託受託人為每一系列的債券支付代理人。

“人“指任何個人、公司、合夥企業、有限責任公司、創業公司、協會、股份公司、Trust、未註冊 組織或政府或其任何機關或政治分支或任何其他實體。

“付款地點“指的是，關於任何系列的證券時，主金額和任何優惠與利息 應該按第301條的規定在該系列證券的指定地點支付。

“Predecessor Security“指的是，就任何特定的安防而言，每個之前的安防都證明了與該特定安防所證明的相同債務的全部或部分；爲了本定義的目的，根據第306條在替換或代替被損毀、毀壞、丟失或被盜的安防的情況下進行身份驗證和交付的任何安防應被視爲證實與被損毀、毀壞、丟失或被盜的安防相同的債務。

“贖回日期「當與任何應付安防有關的證券一同使用時，指根據或依據本信託契約確定的贖回日期。」

“贖回價「」指的是在有關任何安防要贖回時，根據本契約應贖回的價格。

“普通記錄日「」指任何系列證券在任何利息支付日應支付的利息，根據第301條規定為此目的指定的日期。

“還款日期「當用於與應在持有人選擇下償還之安防有關時，指根據或依據本信託文件所指定的償還日期。」

“負責人「股票集團信託關於受託人，指受託人公司信託部門內的任何主管，包括任何副總裁、助理副總裁、助理秘書、高級聯絡人、聯絡人、信託主任或其他與受託人公司信託部門相關的主管，習慣上執行與上述指定主管中任何一位執行功能相似的功能，他應對本契約的管理承擔直接責任，此外，就特定公司信託事項而言，「其他主管」表示指定此事項的其他主管，因為該人對特定主題的了解和熟悉，該人將對本契約的管理承擔直接責任。

“證券「”」指的是本契約第一條中所指定的含義，更具體地指的是在本契約下經認證並交付的任何證券。

“證券法「美國1933年證券法」及任何相關法令後續者，均指修訂後的法律。

“安防登記」與「Controlled」有相關的含義。安防註冊員“”在第305條中有指定的相應含義。

“特别记录日期“逾期利息”指根據第307條由受託人確定的日期，用以支付任何逾期利息。

“指示到期日「到期日」是指在安防中指定的固定日期，即安防本金或本金期款或利息應付的日期。

“子公司「子公司」指的是被公司或一個或多個其他子公司直接或間接擁有超過50%的流通投票股權的公司，或被公司及一個或多個其他 子公司所擁有的公司。根據此定義，「投票股」指的是通常具有董事選舉的投票權的股票，無論是否一直具有這種權力，或只有在沒有較高的股票類別擁有這種權力的情況下。
根據任何情況發生時的原因，根據任何條件所以沒有高級的股票類別具有這種權力。

“繼任者“”在第801條中指定了其含義。

“信託契約法「」表示1939年美國信託契約法即在本契約簽訂日生效； 提供, however在1939年信託契約法於該日期後修改後，「信託契約法」指根據該修改所需範圍，在1939年修改後的信託契約法。

“信託“受託人”指履行本契約第一段所指定的那個人，直到根據本契約的適用條款產生繼任受託人為止，之後“受託人”將意味著或包括當時在此項下的每一個受託人，如果任何時候存在一個以上的這樣的人，則“受託人”在任何系列證券方面的使用將意味著該系列證券的受託人。

“美國政府的責任「”」在第1304條(1)中有特定含義。

“副總裁。「副總裁」指公司或受託人之副總裁，無論是否以數字或字詞指定，或在「副總裁」一職稱之前或之後添加字詞。

在公司根據本契約條款向受託人提出任何申請或請求採取任何行動時，公司應向受託人提供一份官員證書，證明本契約中規定的所有先決條件（如果有）與所提議行動相關的條件均已符合，並提供一份律師意見書，證明在此律師的看法中，所有此類先決條件（如果有）均已符合，但關於所要求提供此類文件的申請或請求，若在本契約中針對該特定申請或請求明確要求提供此類文件，則無需提供額外的證書或意見書。
由公司。

關於本契約規定的任何控制項或契約遵循的證書或意見（除了第1004條規定的證書）應包括：

在需要由任何指定人士證明或意見覆蓋的多個事項中，並非必須所有這些事項都由一名這樣的人士證明或提供意見，或者它們僅由一份文件進行證明或提供意見，而是某一名此類人士可以對某些事項進行證明或提供意見，其他一名或多名此類人士可以對其他事項進行證明或提供意見，並且此類人士可以在一份或多份文件中對這些事項進行證明或提供意見。

任何公司官員（或由公司官員指定書面人員，授權執行和交付證券的）的任何證書或意見，就法律事宜而言，均可基於顧問的證書或意見或陳述，除非該官員（或公司官員授權執行和交付證券的書面指定人員）知道，或在合理謹慎的情況下應當知道，有關該證書或意見或陳述涉及的事項存在錯誤。不論就事實事宜而言，律師意見書均可基於公司官員（或公司官員指定書面人員，授權執行和交付證券的）的證書或意見或陳述，聲明涉及的事實事項資訊由公司持有，除非該律師知道，或在合理謹慎的情況下應當知道，有關該事項的證書或意見或陳述存在錯誤。發出律師意見書的律師也可依賴政府或其他官員習慣性用於需要意見書的證明文件上的事實事宜。

如果根據本契約，任何人需要製作、提供或執行兩個或更多的申請、請求、同意、證書、聲明、意見或其他文書時，他們可以將其合併成一個文書，但不一定要這樣做。

根據本契約，任何由持有人提供或允許的請求、要求、授權、指示、通知、同意、放棄或其他行爲，可以通過一個或多個由這些持有人親自或通過書面正式委任的代理人簽署的具有實質上相似內容的文書來體現和證明；並且，除非本契約另有明確規定，該行爲應在這些文書交付給受託人時生效，並在此明確要求時交付給公司。這些文書（以及其中所體現和證明的行爲）有時在這裏稱爲“法案”持有人簽署的文書的證明。任何此類文書的執行證明或任何代理人的書面委任足以滿足本契約的任何目的，並且在第601條的規定下，對於受託人和公司的利益是具有決定性的，如果是按照本第104條的規定方式進行的。

任何人執行任何此類文件或書面的事實和日期可以通過受託人合理認爲足夠的任何方式證明。如果 此類執行是由以除該個人的個人身份以外的身份行事的個人進行的，則該證明或宣誓書也應構成對此類個人授權的充分證明。任何此類文書或書面的執行事實和日期，或執行同一文書的個人的授權，也可以通過受託人認爲足夠的任何其他方式證明。

證券的所有權應通過安防登記簿證明。

任何請求、要求、授權、指示、通知、同意、放棄或其他安防持有人的行爲，應約束任何未來的同類安防持有人 以及根據該轉讓註冊或進行交換或替代而發行的每項安防的持有者，針對受託人或公司依據該內容所做、遺漏或忍受的任何事情，無論該行爲是否 在該安防上做了註釋。

公司可以設定任何一天作爲記錄日期，以確定有權提供、做出或採取任何請求、要求、授權、指示、通知、同意、豁免或根據本契約由該系列證券的持有人給予、做出或採取的其他行動的未償證券持有人； 提供 公司不得爲此設定記錄日期，且本段的規定不適用於下一段所提到的任何通知、聲明、請求或指示的提供或製作。如果根據本段設定了任何記錄日期，則在此記錄日期時相關係列的未償證券的持有人，且沒有其他持有人，應有權採取相關行動，無論這些持有人在該記錄日期之後是否仍爲持有人； 提供 在此條款下，任何此類行動除非在有關的到期日期之前或當日由在該記錄日期上持有相關係列未償證券的持有人採取，否則將無效。本段中的任何內容都不得解釋爲阻止公司爲之前根據本段設定的任何行動設定新的記錄日期（在此情況下，先前設定的記錄日期將自動取消，且不需任何人的動作而失效），本段中的任何內容也不得解釋爲使在採取該行動的日期由持有相關係列的必要本金金額的持有人採取的任何行動無效。在根據本段設定任何記錄日期後，公司應迅速自費以書面形式將該記錄日期、持有人的提議行動和適用的到期日期通知信託人及相關係列的每位證券持有人，通知方式按照第105和第106條所述。

受託人可以設定任何日期作爲記錄日期，以確定享有加入或採取以下行動的任何系列的未償證券持有者： (i) 任何違約通知，(ii) 根據第502條提到的任何加速聲明，(iii) 根據第507(2)條提到的任何請求進行程序，或 (iv) 根據第511條提到的任何指示，針對該系列的證券。如果根據本段設置了任何記錄日期，則該系列在該記錄日期的未償證券持有者，以及其他持有者，將有權加入該通知、聲明、請求或指示，無論這些持有者在該記錄日期後是否仍爲持有者； 前提是 在適用的到期日期之前，由在該記錄日期上持有所需本金金額的該系列未償證券持有者採取的任何此類行動在此不會生效。本段中的任何內容不得解釋爲阻止受託人在本段中先前設定記錄日期的任何行動中設定新記錄日期（屆時，先前設定的記錄日期將自動取消，並且不需任何人的行動而失效），並且本段中的任何內容不得解釋爲使在採取行動的日期採取的由相關係列的所需本金金額的持有者的任何行動失效。在根據本段設定任何記錄日期後，受託人應在公司的費用下，及時通知公司書面通知該記錄日期、持有者的擬議行動及適用的到期日期，通知每位相關係列證券的持有者，具體方式如第105和106條所述。

關於根據本第104節設定的任何記錄日期，設定該記錄日期的一方可以將任何一天指定爲“到期日” 並且可以不時將到期日期更改爲任何早於或晚於該日期的日期； 提供 不會生效，除非在現有到期日期之前以書面形式通知另一方提議的新到期日期，並以第106節所規定的方式通知相關係列證券的每個持有人。如果在與本第104節規定的任何記錄日期相關的情況下未指定到期日期，則設定該記錄日期的一方應被視爲將該記錄日期後180天視爲相關的到期日期，但保留根據本段規定更改到期日期的權利。

Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

受託人有權接受並根據本契約採取指示，包括通過電子方式提供的資金轉移指示（「指示」）；但是，公司應向受託人提供列出有權提供該指示的官員的委任證明（「授權官員」）幷包含這些授權官員的簽名樣本，該委任證明應由公司在添加或刪除人員時進行修訂。如果公司選擇通過電子方式向受託人提供指示而受託人自行決定採取這些指示，則受託人對這些指示的理解將被視爲具有控制權。公司理解並同意受託人無法判斷這些指示的實際發送者身份，並且受託人應堅決假定聲稱由提供給受託人的委任證明上列出的授權官員發送的指示確實是由該授權官員發送的。公司應負責確保只有授權官員將此類指示傳達給受託人，並且公司及所有授權官員應獨立負責在公司收到後保護使用及授權代碼、密碼和/或身份驗證密鑰的保密性。受託人對因依賴和遵循這些指示而直接或間接產生的任何損失、費用或開支不承擔責任，即使這些指示與後續書面指示衝突或不一致。公司同意：(i) 承擔因使用電子方式向受託人提交指示而產生的所有風險，包括但不限於受託人依賴未經授權的指示而採取行動的風險，以及被第三方截獲和濫用的風險；(ii) 確認其充分了解與向受託人通過各種方式傳遞指示相關的保護措施和風險，並且可能存在比公司選擇的方法更安全的指示傳遞方式；(iii) 確認與其指示傳輸相關的安全程序（如有）能在其特定需求和情況下提供商業合理的保護；以及 (iv) 在得知任何安全程序遭到侵犯或未經授權使用時立即通知受託人。「電子方式」將指以下通信方式：電子郵件，包含受託人發佈的相關授權代碼、密碼和/或身份驗證密鑰的安全電子傳輸，或受託人指定爲可在其提供服務時使用的其他方法或系統。

在本契約中，如果規定向持有人發送任何事件的通知，則如果是書面形式並郵寄，郵資已預付至每位受到該事件影響的持有人，按該持有人在安防登記冊中的地址投遞，不遲於規定的最晚日期（如有）且不早於規定的最早日期（如有），則該通知即被視爲充分給予。在任何通過郵件向持有人發送通知的情況下，未能郵寄該通知或對特定持人郵寄的通知存在任何缺陷，都不會影響該通知對其他持人的充分性。以上述方式郵寄給持人的任何通知，無論該持人是否實際收到，均應被視爲已被該持人確實收到。在本契約中，如果規定以任何方式發送通知，則有權接收該通知的個人可以書面放棄該通知，無論是在事件發生之前還是之後，該放棄應視爲等同於該通知。持人放棄通知的書面文件應提交給受託人，但該提交併不構成任何依賴於該放棄所採取的行動的有效性的先決條件。

如果由於定期郵件服務的暫停或其他原因，無法通過郵件給予通知，則經受託人批准的通知將構成本協議項下每個目的所需的充分通知。

如果本契約規定要向全球貨幣的持有人發出任何事件的通知，則該通知如果按照存託人在適用程序下的規定，以不晚於任何規定的最晚日期且不早於任何規定的最早日期的方式發給該證券的存託人（或其指定人），則該通知應被視爲已充分發出。

如果本契約的任何條款限制、限定或與《信託契約法》中的條款相沖突，而該條款根據該法被要求成爲本契約的一部分並管理本契約，則後者的條款應當控制。如果本契約的任何條款修改或排除了《信託契約法》中可以被修改或排除的任何條款，則後者的條款應被視爲適用於本契約，視其修改或排除的情況而定。

本條款中的條款和節標題以及目錄僅爲方便而設，且不得影響本契約的解釋。

本契約中公司的所有契約和協議均應對其繼任者和受讓人具有約束力，無論是否明確表達。受託人在本契約中的所有協議均應對其繼任者和受讓人具有約束力，無論是否明確表達。

如果本契約或證券中的任何條款無效、非法或不可執行，剩餘條款的有效性、合法性和可執行性將不會因此受到任何影響或損害。

本契約或證券中的任何內容，無論明示或暗示，均不應給予本契約當事方及其繼任者與持有人以外的任何人任何利益或 任何法律或衡平權利、救濟或索賠。

本契約和證券應受紐約州法律的管轄，並按照其進行解釋。

在任何利息支付日、贖回日、償還日或任何證券的到期日，或持有人有權轉換其證券的任何日期，不是任何支付地點的工作日情況下（儘管本契約或證券的任何其他條款（除了明確表示該條款應取代本第113條的證券條款）），本金和溢價（如有）、利息或贖回價格或該證券的轉換，不應在該支付地點的該日期進行支付，而應在下一個工作日於該支付地點進行支付，其效力與在利息支付日、贖回日或償還日，或在到期日，或在該轉換日期進行支付的效力相同。

從任何此類利息支付日、贖回日、還款日、規定到期日或轉換日期（視情況而定）之後的期間，不應產生任何利息，直至該支付之日。

原則上，對於任何系列的任何安防的本金、任何溢價或利息的支付，或基於此的任何索賠，或 針對本契約的任何義務、契約或協議，不應向公司的任何創始人、股東、管理人員或董事追索，無論是過去、現在或未來，均是直接或間接通過公司或公司的任何繼任公司，無論是根據任何憲法、法規或法律規則，或通過執行任何評估的罰款或其他方式；在此明確同意並理解，本契約及每個系列的所有安防均僅屬於公司的企業義務，並且任何創始人、股東、管理人員或董事，無論是過去、現在或將來，均不應對公司或任何繼任公司的任何 債務承擔任何個人責任，包括直接或間接通過公司或任何繼任公司，因爲因此而產生的債務；並且這裏的所有個人責任在此被明確解除和放棄，這既是本契約的條件，也是執行本契約和發行每個系列安防的對價的一部分。

公司、持有人和受託人特此不可撤銷地放棄在任何法律程序中，依據適用法律的最大範圍內，所有與本契約或證券相關的，僅在公司與受託人之間引起的陪審團審判權利。

本公司在此不可撤銷地提交給任何在紐約市曼哈頓區的紐約州法院或任何在紐約市曼哈頓區的聯邦法院的管轄，關於因本契約及證券所引起或與之相關的任何訴訟、行動或程序，並且不可撤銷地接受其自身及其財產的一般和無條件的上述法院管轄權。

在本契約及/或與本契約及所涉及交易相關的任何文件、通知、文書或 證書中，諸如「執行」、「簽署」、「簽名」、「交付」等重要字詞，均應被視爲包括電子簽名（如下所定義）、電子交付或以電子形式保存記錄，每種方式均具有與手動簽署、實物交付或紙質記錄系統的使用相同的法律效力、有效性或可執行性。「電子簽名」是指任何 附加於或與任何合同或其他記錄相關聯，並由個人意圖簽署、認證或接受該合同或記錄的電子符號或過程。

第二條

安全表格

每個系列的證券應以基本上由董事會決議建立的形式，或根據第303條款，在根據董事會決議的管理下，載明在官員證書中，或在本合同補充的一個或多個契約中，具體內容應根據本契約的要求或允許的適當插入、遺漏、替換和其他變更，並可根據適用的稅收法律或任何證券交易所或存託機構的規則，或者根據此一致的方式，由執行此證券的官員（或以書面方式指定的公司官員授權執行和交付證券的任何人）決定，證明他或她的簽名行爲。如果任何系列的證券形式是通過董事會決議採取的行動確立的，則該行動的適當記錄副本應由公司的秘書或助理秘書認證，並在第303條所述交付公司訂單的時間或之前交付給受託人。如果根據董事會決議採取的行動確立的任何系列的所有證券不一次性發行，則在每次發行該系列的證券時不必遞交該行動的記錄，但應在發行該系列的第一份證券的時間之前或同時遞交該行動的適當記錄。

最終的證券應通過印刷、平版印刷或雕刻等方式生產，或者以其他任何方式生產，所有這些由執行該證券的官員（或公司官員書面指定的有權執行和交付證券的任何人員）決定，以其對該證券的簽署爲憑證。

除非另有說明，符合第301條關於所依據的證券或適用程序的要求，否則每一份全球貨幣 經認證並在此交付的證券應標記大致如下內容：

[如適用，請插入。 —— 除非本票據由存託信託公司（一家紐約公司）授權代表出示（“DTC）， 否則不會向發行人或其代理人申請轉讓、交易或支付的註冊，且任何發行的憑證均以CEDE & CO.的名義登記，或以DTC授權代表要求的其他名稱登記（且任何支付將被 支付給CEDE & CO.或根據DTC授權代表的要求支付給其他實體），任何轉讓、抵押或其他以價值或其他方式完成的用途對任何人而言均屬不當，因爲此憑證的註冊所有人CEDE & CO. 在此有權益。

此全球貨幣的轉讓應僅限於整體轉讓，且不得部分轉讓，只能轉讓給DTC的提名人或其繼任者及該繼任者的提名人。 此全球貨幣部分的轉讓應僅限於根據此處所提及的契約中規定的限制進行的轉讓。

[如適用，請插入 — 該安防爲全球貨幣，根據本契約的意義進行註冊，註冊在存款機構或其提名人名下。除本契約中描述的有限情況外，該安防不得全部或部分交換爲註冊安防，且該安防的全部或部分轉讓不得註冊在除該存款機構或其提名人之外的任何人名下。

受託人的認證證書應基本上按以下形式：

這是該系列證券之一，在本次提及的契約中提到。

日期：

第三條

證券

根據本契約可以認證和交付的證券的總本金金額是無限的。

證券可以以一種或多種系列發行。將根據(a)董事會決議或根據董事會授權而設立，並遵循第303條的規定，或在官方證書中以提供的方式設定，或(b)在發行任何系列的證券之前，一個或多個補充契約中設定：

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above or pursuant to authority granted by one or more Board Resolutions and, subject to Section 303, set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one series need not be issued at one time and, unless otherwise provided in or pursuant to the Board Resolution referred to above and, subject to Section 303, set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or pursuant to authority granted by one or more Board Resolutions or in any such indenture supplemental hereto with respect to a series of Securities, additional Securities of a series may be issued, at the option of the Company, without the consent of any Holder, at any time and from time to time.

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

The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

The Securities shall be executed on behalf of the Company by an Officer of the Company (or any Person designated in writing by an Officer of the Company as authorized to execute and deliver the Securities). The signature of any of these officers on the Securities may be manual or electronic signature.

Securities bearing the manual or electronic signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with an Officer’s Certificate and a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions as permitted by Section 201 and Section 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be provided with, and, subject to Section 601, shall be fully protected in relying upon, an Opinion of Counsel stating,

If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will materially adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 301 and of the preceding paragraph of this Section 303, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 301, it shall not be necessary to deliver the Officer’s Certificate, Board Resolution or supplemental indenture otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 303 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual or electronic signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Pending the preparation of definitive Securities of any series, the Company may execute, and, upon Company Order, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities of such series in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.

If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.

The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

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

At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

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

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, Section 906, Section 1107 or Section 1405 not involving any transfer.

If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of such series (or of such series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the sending of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such sending, or (B) to register the transfer of or exchange any Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part.

The provisions of clauses (1), (2), (3) and (4) of this paragraph shall apply only to Global Securities:

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and 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.

Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depositary.

If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding and shall cancel and dispose of such mutilated security in accordance with its customary procedures.

If there shall be delivered to the Company and the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any Security and (2) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel to the Company and the fees and expenses of the Trustee and its counsel) connected therewith.

Every new Security of any series issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series duly issued hereunder.

The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:

Subject to the foregoing provisions of this Section 307, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

In the case of any Security which is converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or made available for payment) shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable. Notwithstanding the foregoing, the terms of any Security that may be converted may provide that the provisions of this paragraph do not apply, or apply with such additions, changes or omissions as may be provided thereby, to such Security.

Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and premium, if any, and, subject to Section 307, any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

All Securities surrendered for payment, redemption, registration of transfer or exchange or conversion or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 309, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of in accordance with its customary procedures. The Trustee shall provide the Company a list of all Securities that have been cancelled from time to time as requested by the Company.

Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

The Company in issuing any series of the Securities may use “CUSIP” or “ISIN” numbers and/or other similar numbers, if then generally in use, and thereafter with respect to such series, the Trustee may use such numbers in any notice of redemption with respect to such series; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities of such series or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities of such series, and any such redemption shall not be affected by any defect in or omission of such numbers.

If any of the Securities is an Original Issue Discount Security, the Company shall file with the Trustee promptly at the end of each calendar year (1) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on such Outstanding Original Issue Discount Securities as of the end of such year and (2) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code.

ARTICLE IV  

SATISFACTION AND DISCHARGE

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

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 401, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive such satisfaction and discharge.

Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the applicable series of Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and premium, if any, and interest for whose payment such money has been deposited with the Trustee. All money deposited with the Trustee pursuant to Section 401 (and held by it or any Paying Agent) for the payment of Securities subsequently converted into other property shall be returned to the Company upon Company Request. The Company may direct by a Company Order the investment of any money deposited with the Trustee pursuant to Section 401, without distinction between principal and income, in (1) United States Treasury securities with a maturity of one year or less or (2) a money market fund that invests solely in short-term United States Treasury securities (including money market funds for which the Trustee or an affiliate of the Trustee serves as investment advisor, administrator, shareholder, servicing agent and/or custodian or sub-custodian, notwithstanding that (a) the Trustee charges and collects fees and expenses from such funds for services rendered and (b) the Trustee charges and collects fees and expenses for services rendered pursuant to this Indenture at any time) and from time to time the Company may direct the reinvestment of all or a portion of such money in other securities or funds meeting the criteria specified in clause (1) or (2) of this Section 402.

ARTICLE V  

REMEDIES

Except as may be otherwise provided pursuant to Section 301 for Securities of any series, an “Event of Default” means, whenever used herein or in a Security issued hereunder with respect to Securities of any series, any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

and the order or decree remains unstayed and in effect for 90 consecutive days; or

The term “Bankruptcy Law” means Title 11, United States Code, or any similar federal or state or foreign law for the relief of debtors. The term “Custodian” means any custodian, receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law.

A Default with respect to Securities of any series under clause (3) of this Section 501 shall not be an Event of Default until the Trustee (by written notice to the Company) or the Holders of at least 33% in aggregate principal amount of the outstanding Securities of such series (by written notice to the Company and the Trustee) gives notice of the Default and the Company does not cure such Default within the time specified in clause (3) after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”

If an Event of Default with respect to Securities of any series at the time Outstanding (other than an Event of Default specified in Section 501 (4) or (5) with respect to the Company) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 33% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount of all the Securities of such series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof), together with any accrued and unpaid interest thereon, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration, such principal amount (or specified amount), together with any accrued and unpaid interest thereon, shall become immediately due and payable. If an Event of Default specified in Section 501(4) or (5) with respect to the Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of such series (or, in the case of any Security of such series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof), together with any accrued and unpaid interest thereon, shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. Upon payment of such amount, all obligations of the Company in respect of the payment of principal and interest of the Securities of such series shall terminate.

Except as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series, at any time after such a declaration of acceleration with respect to the Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:

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

The Company covenants that if (1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 60 days or (2) default is made in the payment of the principal of or premium, if any, on any Security at the Maturity thereof, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and premium, if any, and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it and any predecessor Trustee under Section 607.

No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, any predecessor Trustee under Section 607, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

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

FIRST: To the payment of all amounts due the Trustee under Section 607;

SECOND: To the payment of the amounts then due and unpaid for principal of and premium, if any, and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind (other than contractual subordination agreements pursuant to the Indenture), according to 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.

No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy hereunder, unless:

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions are unduly prejudicial to such Holders) or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and premium, if any, and, subject to Section 307, interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption or repayment, on the Redemption Date or date for repayment, as the case may be, and, if the terms of such Security so provide, to convert such Security in accordance with its terms) and to institute suit for the enforcement of any such payment and, if applicable, any such right to convert, and such rights shall not be impaired without the consent of such Holder.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

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

The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit (including the reasonable compensation, expenses and disbursements of its agents and counsel), and may assess reasonable costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section 513 nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or the Trustee, a suit by a Holder under Section 508, or a suit by Holders of more than 10% in aggregate principal amount of the Outstanding Securities.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

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

ARTICLE VI  

THE TRUSTEE

If a Default or an Event of Default occurs with respect to Securities of any series and is continuing, the Trustee shall send to each Holder of Securities of such series notice of the Default within 90 days after written notice of it is received by a Responsible Officer of the Trustee. Except in the case of a Default in payment of principal of or interest on any Security, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is not opposed to the interests of Holders of Securities of such series.

Subject to the provisions of Section 601:

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

The Trustee, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Section 608 and Section 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such other agent.

Money held by the Trustee in trust hereunder shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

The Company agrees

The Trustee shall notify the Company promptly of any claim of which a Responsible Officer has received written notice for which it may seek indemnity.

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(4) or (5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.

The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of Securities.

The provisions of this Section 607 shall survive the termination of this Indenture and the resignation or removal of the Trustee.

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.

To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series.

There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the Borough of Manhattan, The City of New York or any other major city in the United States that is acceptable to the Company. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 609 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent annual report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section 609, it shall resign immediately in the manner and with the effect hereinafter specified in this Article VI.

No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.

The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee, at the expense of the Company, may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, upon written notice delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed, at the expense of the Company, may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

If at any time:

then, in any such case, (A) the Company may remove the Trustee with respect to all Securities or (B) subject to Section 513, Holders of 10% in aggregate principal amount of Securities of any series who have been bona fide Holders of such Securities for at least six months may, on behalf of themselves and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 611. If a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, Holders of 10% in aggregate principal amount of Securities of any series who have been bona fide Holders of Securities of such series for at least six months may, on behalf of themselves and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee a written instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee, but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver a written instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

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

Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.

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

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided that such corporation shall be otherwise qualified and eligible under this Article VI, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion, consolidation or sale to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; and in case at that time any Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have.

If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor)

The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 614, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 614, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 614.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent shall be the successor Authenticating Agent hereunder, provided such corporation shall be otherwise eligible under this Section 614, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 614, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 614.

The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 614.

If an appointment with respect to one or more series is made pursuant to this Section 614, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

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

ARTICLE VII  

HOLDERS’ LISTS AND REPORTS BY TRUSTEE  

AND COMPANY

If the Trustee is not the Security Registrar, the Company shall cause the Security Registrar to furnish to the Trustee, in writing at least five Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders of Securities of each series.

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.

The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

Within 60 days after each May 15, beginning in 2025, the Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act. The Trustee shall promptly deliver to the Company a copy of any report it delivers to Holders pursuant to this Section 703.

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange and automated quotation system, if any, upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange or automated quotation system or delisted therefrom.

The Company shall file with the Trustee, and transmit to the Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and shall not constitute a representation or warranty as to the accuracy or completeness of the reports, information and documents. All required reports, information and documents referred to in this Section 704 shall be deemed filed with the Trustee and transmitted to the Holders at the time such reports, information or documents are publicly filed with the Commission via the Commission’s EDGAR filing system (or any successor system). For purposes of clarification, the foregoing sentence does not impose on the Trustee any duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. The Trustee’s receipt of such shall not constitute constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

ARTICLE VIII  

CONSOLIDATION, MERGER  

AND SALE OF ASSETS

The Company shall not consolidate with or merge with or into, or sell, transfer, lease or convey all or substantially all of its properties and assets to, in one transaction or a series of related transactions, any other Person, unless:

The Successor shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, with the same effect as if the Successor had been an original party to this Indenture, and the Company shall be released from all its liabilities and obligations under this Indenture and the Securities.

ARTICLE IX 

SUPPLEMENTAL INDENTURES

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

With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for Securities), by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of such series affected thereby:

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

It shall not be necessary for any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

After a supplemental indenture under this Section 902 becomes effective, the Company shall send to the Trustee a notice briefly describing such supplemental indenture or a copy of such supplemental indenture and the Trustee shall send such notice or supplemental indenture to Holders affected thereby. Any failure of the Company to send such notice, or any defect therein, or any failure of the Company to send such supplemental indenture, shall not in any way impair or affect the validity of any such supplemental indenture.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and, subject to Section 601, shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent in this Indenture to the execution of such supplemental indenture, if any, have been complied with. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

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

Every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act.

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

ARTICLE X  

COVENANTS

The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and premium, if any, and interest on the Securities of such series in accordance with the terms of the Securities and this Indenture. Principal and interest shall be considered paid on the date due if, on or before 11:00 a.m. (New York City time) on such date, the Trustee or the Paying Agent (or, if the Company or any of its Subsidiaries is the Paying Agent, the segregated account or separate trust fund maintained by the Company or such Subsidiary pursuant to Section 1003) holds in accordance with this Indenture money sufficient to pay all principal and interest then due.

The Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful as provided in Section 307.

Notwithstanding anything to the contrary contained in this Indenture, the Company or the Paying Agent may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America or other domestic or foreign taxing authorities from principal or interest payments hereunder.

The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of such series may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee; and such required office or agency in New York, New York shall be at an office of the Trustee located at 240 Greenwich Street, Floor 7W, New York, New York 10286, Attention: Corporate Trust Administration. The Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

With respect to any Global Security, and except as otherwise may be specified for such Global Security as contemplated by Section 301, the Corporate Trust Office of the Trustee shall be the Place of Payment where such Global Security may be presented or surrendered for payment or for registration of transfer or exchange, or where successor Securities may be delivered in exchange therefor; and such Place of Payment with respect to a Global Security in New York, New York shall be at an office of the Trustee located at 240 Greenwich Street, Floor 7W, New York, New York 10286, Attention: Corporate Trust Administration; provided, however, that any such payment, presentation, surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global Security shall be deemed to have been effected at the Place of Payment for such Global Security in accordance with the provisions of this Indenture.

If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date for the principal of or premium, if any, or interest on any of the Securities of such series, segregate and hold in trust for the benefit of the Holders of such Securities a sum sufficient to pay the principal and premium, if any, and interest so becoming due until such sums shall be paid to such Holders or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, no later than 11:00 a.m. (New York City time) on each due date for the principal of or premium, if any, or interest on any Securities of such series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held in trust for the Holders of such Securities entitled to the same, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 1003, that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee in writing of any default by the Company in making any such payment.

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

Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or premium, if any, or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.

The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereof an Officer’s Certificate, stating whether or not, to the best knowledge of such officer, the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

Except as otherwise specified as contemplated by Section 301 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(21), Section 901(1) or Section 901(8) for the benefit of the Holders of such series, if before the time for such compliance the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

ARTICLE XI 

REDEMPTION OF SECURITIES

Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article XI.

The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or an Officer’s Certificate or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction or condition.

If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date, from the Outstanding Securities of such series not previously called for redemption, by lot or, in the case of Global Securities, pursuant to applicable Depositary procedures; provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.

If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection.

The Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed.

The provisions of the three preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. If the Company shall so direct, Securities registered in the name of the Company, any Affiliate or any Subsidiary thereof shall not be included in the Securities selected for redemption.

Notice of redemption shall be given by mail, electronic delivery or otherwise in accordance with the Applicable Procedures not less than 10 nor more than 60 days prior to the Redemption Date (or within such period as otherwise specified as contemplated by Section 301 for Securities of a series), to each Holder of Securities to be redeemed, at such Holder’s address appearing in the Security Register. Notices of redemption may be conditioned upon the occurrence of one or more subsequent events specified in the notice.

All notices of redemption shall identify the Securities to be redeemed and shall state:

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request (which may be rescinded or revoked at any time prior to the time at which the Trustee shall have given such notice to the Holders), by the Trustee in the name and at the expense of the Company. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or otherwise in accordance with the Applicable Procedures or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Securities.

By no later than 11:00 a.m. (New York City time) on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date or the Securities of the series provide otherwise) accrued interest on, all the Securities which are to be redeemed on that date, other than Securities or portions of Securities called for redemption which are owned by the Company or a Subsidiary and have been delivered by the Company or such Subsidiary to the Trustee for cancellation. All money, if any, earned on funds held by the Paying Agent shall be remitted to the Company. In addition, the Paying Agent shall promptly return to the Company any money deposited with the Paying Agent by the Company in excess of the amounts necessary to pay the Redemption Price of, and accrued interest, if any, on, all Securities to be redeemed.

If any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 or in the terms of such Security) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together, if applicable, with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307; provided further that, unless otherwise specified as contemplated by Section 301, if the Redemption Date is after a Regular Record Date and on or prior to the Interest Payment Date, the accrued and unpaid interest shall be payable to the Holder of the redeemed Securities registered on the relevant Regular Record Date.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

ARTICLE XII 

SINKING FUNDS

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

The minimum amount of any sinking fund payment provided for by the terms of any series of Securities is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional sinking fund payment.” If provided for by the terms of any series of Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities of the series as provided for by the terms of such Securities.

The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

Not less than 60 days (or such shorter period as shall be satisfactory to the Trustee) prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior to each such sinking fund payment date, the Securities to be redeemed upon such sinking fund payment date shall be selected in the manner specified in Section 1103 and the Company shall cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Section 1106 and Section 1107.

ARTICLE XIII  

DEFEASANCE AND COVENANT DEFEASANCE

Unless otherwise provided as contemplated by Section 301, Section 1302 and Section 1303 shall apply to all Securities or each series of Securities, as the case may be, in either case, denominated in U.S. dollars and bearing interest at a fixed rate, in accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article XIII; and the Company may elect, at its option at any time, to have Section 1302 and Section 1303 applied to any Securities or any series of Securities, as the case may be, pursuant to such Section 1302 or Section 1303, in accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article XIII. Any such election to have or not to have Section 1302 and Section 1303 apply, as the case may be, shall be evidenced by a Board Resolution, Officer’s Certificate or in another manner specified as contemplated by Section 301 for such Securities.

Upon the Company’s exercise of its option, if any, to have this Section 1302 applied to any Securities or any series of Securities, as the case may be, or if this Section 1302 shall otherwise apply to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section 1302 on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section 1305, payments in respect of the principal of and premium, if any, and interest on such Securities when payments are due, (2) the Company’s obligations with respect to such Securities under Section 304, Section 305, Section 306, Section 1002 and Section 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option, if any, to have this Section 1302 applied to the Securities of any series notwithstanding the prior exercise of its option, if any, to have Section 1303 applied to such Securities.

Upon the Company’s exercise of its option, if any, to have this Section 1303 applied to any Securities or any series of Securities, as the case may be, or if this Section 1303 shall otherwise apply to any Securities or any series of Securities, as the case may be, (1) the Company shall be released from its obligations under any covenants provided pursuant to Section 301(21), Section 901(1) or Section 901(8) for the benefit of the Holders of such Securities and (2) the occurrence of any event specified in Section 501(3) and Section 501(6) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section 1303 on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.

The following shall be the conditions to the application of Section 1302 or Section 1303 to any Securities or any series of Securities, as the case may be:

Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article XI.

根據第1003節最後一段的規定，所有與受託人或其他合格受託人（僅爲本1305節和1306節的目的，受託人及任何其他受託統稱爲“受託人）根據第1304節存入的關於任何證券的所有資金和美國政府債務（包括其收益）應以信託形式持有，並由受託人根據該證券及本契約的規定，直接或通過受託人可以判斷的任何支付代理（包括公司作爲其自身支付代理）向該證券的持有人支付到期的所有金額，包括本金、溢價（如有）和利息，但以信託形式持有的資金不需要與其他資金隔離，除非法律要求。

公司應支付並賠償受託人因依據第1304條規定存入的美國政府證券或因此收到的本金和利息而被徵收的任何稅費或其他費用，除了法律規定由未償還證券持有人承擔的任何此類稅費或其他費用。 提供 受託人有權將任何此類稅費或其他費用計入該持有人的賬戶。

儘管本第十三條有相反的規定，受託人應在公司請求時不時地向公司交付或支付其持有的任何現金或美國政府債券，具體情況如第1304節所述，關於任何超出爲實現解除責任或契約解除而要求存入的證券金額。

如果受託人或付款代理人因任何法院或政府機構的命令或判決而無法根據本第十三條款對任何證券進行款項的支付，導致禁止、限制或以其他方式禁止此類支付，則根據本契約及根據第1302節或第1303節公司已被解除或解除的證券下的義務將恢復並重立，彷彿未按照本第十三條款對該證券進行任何存入資金，直到受託人或付款代理人被允許根據第1305節按本第十三條款對該證券應用所有託管資金爲止； 提供, 然而且(a) 如果公司在其義務恢復後對任何此類證券的本金、溢價（如有）或利息進行任何支付，則公司應享有此類證券持有人從託管資金中收取此類支付的權利（如有）；(b) 除非任何法律程序或任何法院或政府機構的命令或判決另有要求，受託人或付款代理人應在收到公司的書面請求後，立即將所有此類資金和美國政府債務歸還給公司，前提是公司的義務已發生恢復並繼續有效。

第十四條  

REPAYMENt At THE OPTION OF HOLDERS

持有者選擇在其規定到期日之前償還任何系列的證券應按照該證券的條款進行，並且（除非另有規定，根據第301節對任何系列證券的考慮）應根據本第十四條進行。

任何系列的證券在持有人選擇情況下將全部或部分償還，除非該證券的條款另有規定，否則將以其本金及任何溢價的總額，以及在該證券條款中或根據條款規定的償還日期所產生的利息的價格進行償還。公司承諾在償還日期之前，將在受託人或付息代理人處（或者如果公司作爲其自己的付息代理人，則按第1003節的規定將資金隔離並持有信託）存入足夠金額，以支付所有證券或其部分的本金（或者如果證券的條款中另有規定，則支付本金的百分比）、任何溢價，以及（除非償還日期爲利息支付日期）到期時的應計利息。

任何系列的證券如需根據持有人的選擇進行償還，將在該證券的背面包含「選擇償還的選項」表格。 爲了根據持有人的選擇進行償還，任何提供此類償還的證券，必須由持有人（或持有人書面授權的律師）在該證券背面的「選擇償還的選項」表格中適當地填寫， 並在償還日期前不少於45天且不遲於30天之前，送達公司在該證券條款中指定的支付地點（或在公司不時通知該證券持有人的其他地點）。如果根據該證券的條款，要償還的證券的本金金額少於整個本金金額，則必須指定要償還的證券的本金金額，以該系列證券的最小面額遞增，以及因持有人交出不需要償還的證券的本金金額而要發行給持有人的證券的面額或面額。 任何提供持有人選擇償還的證券的本金金額在償還後不得部分償還，如果償還後該證券的未償本金金額少於該系列證券的最低授權面額。 除非任何提供持有人選擇償還的證券的條款另有規定，持有人行使償還選擇的權利是不可撤銷的，除非公司豁免。

如果任何系列的證券提供持有人選擇償還的條件，且已按照本第十四條的規定以及根據該證券的條款予以交付，那麼應償還的證券或其部分將到期並應由公司在指定的償還日期償還，並且在此償還日期之後（除非公司在此償還日期未能支付該證券），如該證券是帶息的，則不再產生利息。當按照上述規定交付任何此類證券以進行償還時，所要償還的該證券的本金額應由公司支付，連同截至（但不包括）償還日期的應計利息和/或溢價（如有）； 提供, 然而除非根據第301節的規定有不同說明，否則在償還日期之前或該日期的利息分期付款（如有）到期，應支付（但不帶利息，除非公司在支付方面出現違約）給該證券的持有人，或一個或多個前身證券，註冊爲該證券的持有人，並在相關記錄日期的營業結束時根據其條款和第307節的規定註冊。

如果任何安防的本金金額在贖回時未能得到償還，則該本金金額（連同至贖回日期應計的利息，如有）及任何溢價應在支付前，自贖回日起按該安防中所列明的利率或到期收益率（在原始發行折價證券的情況下）計息。

在任何安防的部分贖回交付時，公司應執行，受託人應驗證並交付給該安防的持有人，而不收取服務費，費用由公司承擔，交付一份或多份相同系列的安防，持有人指定的任何授權面值，金額等於並作爲償還的部分本金，作爲贖回交付的安防。

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本契約可以以任何數量的副本簽署，每一個副本都應被視爲原件，但所有這些副本加在一起 將構成同一個文書。

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茲證明，相關方已於上述時間和日期正式執行本契約。

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