EX-4.4



 Exhibit 4.4 
  

 
  

WILLIS NORTH AMERICA INC., 

Issuer 
 WILLIS TOWERS
WATSON PUBLIC LIMITED COMPANY 
 WILLIS TOWERS WATSON SUB HOLDINGS LIMITED 

WILLIS NETHERLANDS HOLDINGS, B.V. 

WILLIS INVESTMENT UK HOLDINGS LIMITED 

TA I LIMITED 
 WTW BERMUDA
HOLDINGS LTD 
 TRINITY ACQUISITION PLC 

WILLIS GROUP LIMITED, 

Guarantors 
 and

 WELLS FARGO BANK, NATIONAL ASSOCIATION 

Trustee 
  

 
 Indenture

 Dated as of 
  

 
 Debt
Securities 
  
  

 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	
	ARTICLE ONE	  
	
	DEFINITIONS AND OTHER PROVISIONS OF	  
	 GENERAL APPLICATION
	  	 	1	  
			
	 SECTION 1.01.
	 	 Definitions.
	  	 	1	  
	 SECTION 1.02.
	 	 Compliance Certificates and Opinions.
	  	 	9	  
	 SECTION 1.03.
	 	 Form of Documents Delivered to Trustee.
	  	 	9	  
	 SECTION 1.04.
	 	 Acts of Holders.
	  	 	10	  
	 SECTION 1.05.
	 	 Notices, etc. to Trustee and Issuer.
	  	 	11	  
	 SECTION 1.06.
	 	 Notice to Holders; Waiver.
	  	 	11	  
	 SECTION 1.07.
	 	 Conflict with Trust Indenture Act.
	  	 	12	  
	 SECTION 1.08.
	 	 Effect of Headings and Table of Contents.
	  	 	12	  
	 SECTION 1.09.
	 	 Successors and Assigns.
	  	 	12	  
	 SECTION 1.10.
	 	 Separability Clause.
	  	 	12	  
	 SECTION 1.11.
	 	 Benefits of Indenture.
	  	 	12	  
	 SECTION 1.12.
	 	 Governing Law; Waiver of Trial by Jury.
	  	 	12	  
	 SECTION 1.13.
	 	 Legal Holidays.
	  	 	12	  
	 SECTION 1.14.
	 	 Submission to Jurisdiction.
	  	 	13	  
	 SECTION 1.15.
	 	 Appointment of Agent for Service of Process.
	  	 	13	  
	 SECTION 1.16.
	 	 Indemnification of Judgment Currency.
	  	 	14	  
	 SECTION 1.17.
	 	 U.S.A. Patriot Act.
	  	 	14	  
	
	ARTICLE TWO	  
		
	 SECURITY FORMS
	  	 	14	  
			
	 SECTION 2.01.
	 	 Forms Generally.
	  	 	14	  
	 SECTION 2.02.
	 	 Form of Trustee’s Certificate of Authentication.
	  	 	15	  
	 SECTION 2.03.
	 	 Securities in Global Form.
	  	 	15	  
	
	ARTICLE THREE	  
		
	 THE SECURITIES
	  	 	15	  
			
	 SECTION 3.01.
	 	 Amount Unlimited; Issuable in Series.
	  	 	15	  
	 SECTION 3.02.
	 	 Denominations.
	  	 	18	  
	 SECTION 3.03.
	 	 Execution, Authentication, Delivery and Dating.
	  	 	18	  
	 SECTION 3.04.
	 	 Temporary Securities.
	  	 	20	  
	 SECTION 3.05.
	 	 Registration, Registration of Transfer and Exchange Global Securities Representing the Securities.
	  	 	20	  
	 SECTION 3.06.
	 	 Mutilated, Destroyed, Lost and Stolen Securities.
	  	 	23	  
	 SECTION 3.07.
	 	 Payment of Interest; Interest Rights Preserved.
	  	 	24	  


  
 i 









 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	 SECTION 3.08.
	 	 Persons Deemed Owners.
	  	 	25	  
	 SECTION 3.09.
	 	 Cancellation.
	  	 	25	  
	 SECTION 3.10.
	 	 Computation of Interest.
	  	 	25	  
	 SECTION 3.11.
	 	 CUSIP Numbers.
	  	 	26	  
	
	ARTICLE FOUR	  
		
	 SATISFACTION AND DISCHARGE; DEFEASANCE
	  	 	26	  
			
	 SECTION 4.01.
	 	 Satisfaction and Discharge of Securities of any Series.
	  	 	26	  
	 SECTION 4.02.
	 	 Option to Effect Legal Defeasance or Covenant Defeasance.
	  	 	27	  
	 SECTION 4.03.
	 	 Legal Defeasance and Discharge.
	  	 	27	  
	 SECTION 4.04.
	 	 Covenant Defeasance.
	  	 	28	  
	 SECTION 4.05.
	 	 Conditions to Legal or Covenant Defeasance.
	  	 	28	  
	 SECTION 4.06.
	 	 Survival of Certain Obligations.
	  	 	30	  
	 SECTION 4.07.
	 	 Application of Trust Money.
	  	 	30	  
	 SECTION 4.08.
	 	 Repayment of Moneys Held by Paying Agent.
	  	 	30	  
	 SECTION 4.09.
	 	 Reinstatement.
	  	 	30	  
	
	ARTICLE FIVE	  
	
	REMEDIES OF THE TRUSTEE AND	  
	 HOLDERS ON EVENT OF DEFAULT
	  	 	31	  
			
	 SECTION 5.01.
	 	 Events of Default.
	  	 	31	  
	 SECTION 5.02.
	 	 Acceleration of Maturity; Rescission and Annulment.
	  	 	32	  
	 SECTION 5.03.
	 	 Collection of Indebtedness and Suits for Enforcement by Trustee.
	  	 	33	  
	 SECTION 5.04.
	 	 Trustee May File Proofs of Claim.
	  	 	34	  
	 SECTION 5.05.
	 	 Trustee May Enforce Claims without Possession of Securities.
	  	 	34	  
	 SECTION 5.06.
	 	 Application of Money Collected.
	  	 	35	  
	 SECTION 5.07.
	 	 Limitation on Suits.
	  	 	35	  
	 SECTION 5.08.
	 	 Unconditional Right of Holders to Receive Principal, Premium and Interest.
	  	 	36	  
	 SECTION 5.09.
	 	 Restoration of Rights and Remedies.
	  	 	36	  
	 SECTION 5.10.
	 	 Rights and Remedies Cumulative.
	  	 	36	  
	 SECTION 5.11.
	 	 Delay or Omission Not Waiver.
	  	 	36	  
	 SECTION 5.12.
	 	 Control by Holders.
	  	 	37	  
	 SECTION 5.13.
	 	 Waiver of Past Defaults.
	  	 	37	  
	 SECTION 5.14.
	 	 Undertaking for Costs.
	  	 	37	  
	
	ARTICLE SIX	  
		
	 THE TRUSTEE
	  	 	38	  
			
	 SECTION 6.01.
	 	 Certain Duties and Responsibilities.
	  	 	38	  
	 SECTION 6.02.
	 	 Notice of Defaults.
	  	 	39	  
	 SECTION 6.03.
	 	 Certain Rights of Trustee.
	  	 	39	  


  
 ii 









 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	 SECTION 6.04.
	 	 Not Responsible for Recitals or Issuance of Securities.
	  	 	41	  
	 SECTION 6.05.
	 	 May Hold Securities.
	  	 	41	  
	 SECTION 6.06.
	 	 Money Held in Trust.
	  	 	41	  
	 SECTION 6.07.
	 	 Compensation and Reimbursement.
	  	 	41	  
	 SECTION 6.08.
	 	 Disqualification; Conflicting Interests.
	  	 	42	  
	 SECTION 6.09.
	 	 Corporate Trustee Required; Eligibility.
	  	 	42	  
	 SECTION 6.10.
	 	 Resignation and Removal; Appointment of Successor.
	  	 	43	  
	 SECTION 6.11.
	 	 Acceptance of Appointment by Successor.
	  	 	44	  
	 SECTION 6.12.
	 	 Merger, Conversion, Consolidation or Succession to Business.
	  	 	45	  
	 SECTION 6.13.
	 	 Preferential Collection of Claims Against Issuer.
	  	 	45	  
	
	ARTICLE SEVEN	  
		
	 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUER
	  	 	45	  
			
	 SECTION 7.01.
	 	 Issuer to Furnish Trustee Names and Addresses of Holders.
	  	 	45	  
	 SECTION 7.02.
	 	 Preservation of Information; Communications to Holders.
	  	 	46	  
	 SECTION 7.03.
	 	 Reports by Trustee to Holders.
	  	 	46	  
	
	ARTICLE EIGHT	  
		
	 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	  	 	47	  
			
	 SECTION 8.01.
	 	 Merger, Consolidation, etc. Only on Certain Terms.
	  	 	47	  
	 SECTION 8.02.
	 	 Successor Corporation Substituted.
	  	 	47	  
	
	ARTICLE NINE	  
		
	 SUPPLEMENTAL INDENTURES
	  	 	48	  
			
	 SECTION 9.01.
	 	 Supplemental Indentures without Consent of Holders.
	  	 	48	  
	 SECTION 9.02.
	 	 Supplemental Indentures with Consent of Holders.
	  	 	49	  
	 SECTION 9.03.
	 	 Execution of Supplemental Indentures.
	  	 	50	  
	 SECTION 9.04.
	 	 Effect of Supplemental Indentures.
	  	 	50	  
	 SECTION 9.05.
	 	 Conformity with Trust Indenture Act.
	  	 	50	  
	 SECTION 9.06.
	 	 Reference in Securities to Supplemental Indentures.
	  	 	50	  
	 SECTION 9.07.
	 	 Notice of Supplemental Indenture.
	  	 	51	  
	
	ARTICLE TEN	  
		
	 COVENANTS
	  	 	51	  
			
	 SECTION 10.01.
	 	 Payment of Principal, Premium and Interest.
	  	 	51	  
	 SECTION 10.02.
	 	 Maintenance of Office or Agency.
	  	 	51	  
	 SECTION 10.03.
	 	 Money for Securities Payments to Be Held in Trust.
	  	 	52	  
	 SECTION 10.04.
	 	 Corporate Existence.
	  	 	53	  
	 SECTION 10.05.
	 	 Payment of Taxes and Other Claims.
	  	 	53	  


  
 iii 









 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	 SECTION 10.06.
	 	 Maintenance of Properties.
	  	 	53	  
	 SECTION 10.07.
	 	 Waiver of Certain Covenants.
	  	 	54	  
	 SECTION 10.08.
	 	 Statement by Officers as to Default.
	  	 	54	  
	 SECTION 10.09.
	 	 Reports by Parent Guarantor.
	  	 	54	  
	 SECTION 10.10.
	 	 Further Assurances.
	  	 	55	  
	
	ARTICLE ELEVEN	  
		
	 REDEMPTION OF SECURITIES
	  	 	55	  
			
	 SECTION 11.01.
	 	 Applicability of Article.
	  	 	55	  
	 SECTION 11.02.
	 	 Election to Redeem; Notice to Trustee.
	  	 	55	  
	 SECTION 11.03.
	 	 Selection by Trustee of Securities to Be Redeemed.
	  	 	55	  
	 SECTION 11.04.
	 	 Notice of Redemption.
	  	 	56	  
	 SECTION 11.05.
	 	 Deposit of Redemption Price.
	  	 	57	  
	 SECTION 11.06.
	 	 Securities Payable on Redemption Date.
	  	 	57	  
	 SECTION 11.07.
	 	 Securities Redeemed in Part.
	  	 	57	  
	 SECTION 11.08.
	 	 Securities No Longer Outstanding After Notice to Trustee and Deposit of Cash.
	  	 	57	  
	
	ARTICLE TWELVE	  
		
	 SINKING FUNDS
	  	 	58	  
			
	 SECTION 12.01.
	 	 Applicability of Article.
	  	 	58	  
	 SECTION 12.02.
	 	 Satisfaction of Sinking Fund Payments with Securities.
	  	 	58	  
	 SECTION 12.03.
	 	 Redemption of Securities for Sinking Fund.
	  	 	58	  
	
	ARTICLE THIRTEEN	  
	
	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, SHAREHOLDERS	  
	 OFFICERS AND DIRECTORS
	  	 	59	  
			
	 SECTION 13.01.
	 	 Exemption from Individual Liability.
	  	 	59	  
	
	ARTICLE FOURTEEN	  
		
	 MEETINGS OF HOLDERS OF SECURITIES
	  	 	59	  
			
	 SECTION 14.01.
	 	 Purposes of Meetings.
	  	 	59	  
	 SECTION 14.02.
	 	 Call of Meetings by Trustee.
	  	 	60	  
	 SECTION 14.03.
	 	 Call of Meetings by Issuer or Holders.
	  	 	60	  
	 SECTION 14.04.
	 	 Qualification for Voting.
	  	 	61	  
	 SECTION 14.05.
	 	 Quorum; Adjourned Meetings.
	  	 	61	  
	 SECTION 14.06.
	 	 Regulations.
	  	 	61	  
	 SECTION 14.07.
	 	 Voting Procedure.
	  	 	62	  
	 SECTION 14.08.
	 	 Written Consent in Lieu of Meetings.
	  	 	62	  
	 SECTION 14.09.
	 	 No Delay of Rights by Meeting.
	  	 	63	  


  
 iv 









 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	ARTICLE FIFTEEN	  
		
	 GUARANTEE OF SECURITIES
	  	 	63	  
			
	 SECTION 15.01.
	 	 Guarantee.
	  	 	63	  
	 SECTION 15.02.
	 	 Limitation on Liability.
	  	 	65	  
	 SECTION 15.03.
	 	 Benefits Acknowledged.
	  	 	66	  
	 SECTION 15.04.
	 	 Successors and Assigns.
	  	 	66	  
	 SECTION 15.05.
	 	 No Waiver.
	  	 	66	  
	 SECTION 15.06.
	 	 Modification.
	  	 	66	  
	
	ARTICLE SIXTEEN	  
		
	 MISCELLANEOUS
	  	 	66	  
			
	 SECTION 16.01.
	 	 Counterparts.
	  	 	66	  


  
 v 








 Reconciliation and Tie of this Indenture, 

relating to Sections 310 through 318, inclusive, of the 

Trust Indenture Act of 1939, as amended 
  

			
	 Trust Indenture Act Section
	  	 Indenture
Section

	310 (a)(1)	  	6.09
	       (a)(2)	  	6.09
	       (a)(3)	  	Not applicable
	       (a)(4)	  	Not applicable
	       (a)(5)	  	6.09
	       (b)	  	6.08, 6.10
	311 (a)	  	6.13
	       (b)	  	6.13
	312 (a)	  	7.01, 7.02(a)
	       (b)	  	7.02(b)
	       (c)	  	7.02(c)
	313 (a)	  	7.03
	       (b)(2)	  	7.03
	       (c)	  	7.03
	       (d)	  	8.03
	314 (a)	  	10.09
	       (a)(4)	  	10.08
	       (b)	  	Not applicable
	       (c)(1)	  	1.02
	       (c)(2)	  	1.02
	       (c)(3)	  	Not applicable
	       (d)	  	Not applicable
	       (e)	  	1.02
	315 (a)	  	6.01(a)
	       (b)	  	6.02
	       (c)	  	6.01(b)
	       (d)	  	6.01
	       (e)	  	5.14
	316(a)	  	1.01
	316 (a)(1)(A)	  	5.12
	       (a)(1)(B)	  	5.13
	       (a)(2)	  	Not applicable
	       (b)	  	5.08
	       (c)	  	14.04(e)
	317 (a)(1)	  	5.03
	       (a)(2)	  	5.04
	       (b)	  	10.03
	318 (a)	  	1.07

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

  
 vi 








 INDENTURE, dated as of            ,
2016, among WILLIS NORTH AMERICA INC., a Delaware corporation, as issuer (the “Issuer”), WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY, a company organized and existing under the laws of Ireland, WILLIS TOWERS WATSON SUB HOLDINGS LIMITED, a
company organized and existing under the laws of Ireland, WILLIS INVESTMENT UK HOLDINGS LIMITED, a company organized and existing under the laws of England and Wales, WILLIS NETHERLANDS HOLDINGS, B.V., a company organized under the laws of the
Netherlands, TA I LIMITED, a company organized and existing under the laws of England and Wales, WTW BERMUDA HOLDINGS LTD., a company organized and existing under the laws of Bermuda, TRINITY ACQUISITION PLC, a company organized and existing under
the laws of England and Wales and WILLIS GROUP LIMITED, a company organized and existing under the laws of England and Wales, as guarantors (collectively, the “Guarantors”), and Wells Fargo Bank, National Association, a national banking
association, as trustee (the “Trustee”). 
 RECITALS OF THE ISSUER 

The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as in this Indenture provided. 

All things necessary to make this Indenture a valid agreement of the Issuer and the Guarantors, in accordance with its terms, have been done.

 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for
the benefit of each other and the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows: 

ARTICLE ONE 

DEFINITIONS AND OTHER PROVISIONS OF 

GENERAL APPLICATION 
 SECTION 1.01.
Definitions.  
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise
requires: 
 (a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the
singular; 
 (b) all other terms used herein which are defined in the Trust Indenture Act or by Commission rule under the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them therein; 
 (c) all accounting terms not otherwise defined
herein have the meanings assigned to them in accordance with GAAP; and 
 (d) the words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 







 Certain terms, used principally in Article Seven, are defined in that Article. 

“Act” when used with respect to any Holder, has the meaning specified in Section 1.04. 

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or
under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common
control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise. 
 “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section
3.03 to act on behalf of the Trustee to authenticate Securities of one or more series. 
 “Authorized Newspaper” shall mean a
newspaper of general circulation in the Borough of Manhattan, The City of New York, and customarily published on each Business Day, currently expected to be The Wall Street Journal (National Edition). Where successive publications are
required to be made in an Authorized Newspaper, the successive publications may be made in the same or different newspapers meeting the foregoing requirements and in each case on any Business Day. 

“Bankruptcy Law” means (i) any and all relevant provisions of the Companies Act of 2014 of Ireland, as supplemented or amended,
together with all rules, regulations and instruments made thereunder and applicable Irish law relating to bankruptcy, insolvency, winding up, court protection, examinership, receivership or other similar matters, (ii) any and all relevant provisions
of the Bankruptcy Code of the Netherlands (“Faillissementswet”), as supplemented or amended, together with all rules, regulations and instruments made thereunder and applicable Dutch law relating to bankruptcy, insolvency, winding up,
administration, receivership or other similar matters, (iii) the U.K. Insolvency Act 1986, as supplemented or amended, together with all rules, regulations and instruments made thereunder and applicable laws of England and Wales relating to
bankruptcy, insolvency, winding up, administration, receivership and other similar matters, (iv) Title 11, United States Bankruptcy Code of 1978 as amended, or any similar United States federal or state law relating to relief of debtors or any
amendment to, succession to or change in any such law and (v) The Bermuda Bankruptcy Act of 1989 as supplemented or amended, together with all rules, regulation and instruments made thereunder and applicable Bermuda law relating to bankruptcy,
insolvency, winding up, administration, receivership or other similar matters. 
 “Board of Directors” means either the board of
directors of the Issuer or any committee of that board duly appointed by such board of directors and authorized to act hereunder. 

“Board Resolution” means a copy of a resolution or resolutions certified by the Secretary or an Assistant Secretary of the Issuer to
have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee. 

  
 2 








 “Business Day” when used with respect to any Place of Payment, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close. 

“Capital Stock” means, with respect to any Person, any shares or other equivalents (however designated) of any class of corporate
stock or partnership interests or any other participations, rights, warrants, options or other interests in the nature of an equity interest in such Person, including, without limitation, preferred stock and any debt security convertible or
exchangeable into such equity interest. 
 “Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Securities Exchange Act of 1934, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time. 
 “Corporate Trust Office” means the corporate trust office of the Trustee at which at any
particular time its corporate trust business in respect of this Indenture shall be administered, which office at the date hereof is located at 150 East 42nd Street, 40th Floor, New York, New York 10017. 

“Corporation” includes corporations, associations, companies and business trusts. 

“Covenant Defeasance” has the meaning specified in Section 4.04. 

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

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

“Depositary” has the meaning specified in Section 3.01. 

“Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United States as at the time of
payment is legal tender for the payment of public and private debts. 
 “Event of Default” has the meaning specified in
Section 5.01. 
 “Exchange Act” has the meaning specified in Section 3.05. 

“GAAP” shall mean generally accepted accounting principles in the United States of America set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession as in effect from time to time. 
 “Global Security” has the
meaning specified in Section 2.03. 
 “Guarantee” means the guarantee by any Guarantor of the Issuer’s Indenture
obligations. 

  
 3 








 “Guaranteed Obligations” has the meaning specified in Section 15.01. 

“Guarantor” means each of Willis Towers Watson Public Limited Company, a company organized and existing under the laws of Ireland,
Willis Netherlands Holdings, B.V., a company organized under the laws of the Netherlands, Willis Investment UK Holdings Limited, a company organized and existing under the laws of England and Wales, TA I Limited, a company organized and
existing under the laws of England and Wales, Trinity Acquisition plc, a company organized and existing under the laws of England and Wales, Willis Group Limited, a company organized and existing under the laws of England and Wales, WTW Bermuda
Holdings Ltd., a company organized and existing under the laws of Bermuda, Willis Towers Watson Sub Holdings Limited, a company organized and existing under the laws of Ireland, and any other subsidiary of Willis Towers Watson Public Limited Company
which becomes a guarantor of the Issuer’s Indenture obligations. 
 “Hedging Obligation” means, with respect to any Person,
the obligations of such Person under (i) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements and
(ii) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices. 

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

“Indebtedness” means, with respect to any Person, (a) the principal of and premium (if any) in respect of any obligation of
such Person for money borrowed, and any obligation evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (b) all obligations of such Person as lessee under leases
required to be capitalized on the balance sheet of the lessee under GAAP and leases of property or assets made as part of any sale and leaseback transaction entered into by such Person; (c) all obligations of such Person issued or assumed as
the deferred purchase price of any property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable or similar obligations to a trade creditor
arising in the ordinary course of business); (d) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction; (e) all obligations of the type referred
to in clauses (a) through (d) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by
means of any guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business); (f) all obligations of the type referred to in clauses (a) through (d) of other Persons secured by any
Lien on any property of such Person (whether or not such obligation is assumed by such Person); and (g) to the extent not otherwise included in this definition, Hedging Obligations of such Person. 

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the form and terms of particular series of Securities established as contemplated by Section 3.01. 

  
 4 








 “Interest” when used with respect to an Original Issue Discount Security which by its
terms bears interest only after Maturity, means interest payable after Maturity. 
 “Interest Payment Date” when used with respect
to any Security, means the Stated Maturity of an installment of interest on such Security. 
 “Issuer” means Willis North America
Inc., a Delaware corporation, until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter “Issuer” shall mean such successor Person. 

“Issuer Request” or “Issuer Order” means a written request or order signed in the name of the Issuer by any one of its
Chairman of the Board, its Chief Executive Officer, its President or a Vice President, its Chief Financial Officer, its Secretary or an Assistant Secretary, and delivered to the Trustee. 

“Legal Defeasance” has the meaning specified in Section 4.03. 

“Lien” means, with respect to any property of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such property (including any capital lease obligation,
conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing or any sale and leaseback transaction). 

“Maturity” when used with respect to any Security, means the date on which the principal of such Security or an installment of
principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 

“Obligation” means any principal, premium, interest (including interest accruing subsequent to a bankruptcy or other similar
proceeding whether or not such interest is an allowed claim enforceable against the Issuer in a bankruptcy case under Federal Bankruptcy Law), penalties, fees, indemnifications, reimbursements, damages and other liabilities payable pursuant to the
terms of the documentation governing any Indebtedness. 
 “Officers’ Certificate” means a certificate signed by any one of
its Chairman of the Board, any Director, the Chief Executive Officer, the President, a Vice President, the Chief Financial Officer, the Group General Counsel, the Secretary or an Assistant Secretary of the Issuer or any Guarantor, as applicable, and
delivered to the Trustee. 
 “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Issuer or any
Guarantor, as applicable, or any other counsel who shall be acceptable to the Trustee. 
 “Original Issue Discount Security” means
any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02. 

  
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 “Outstanding” when used with respect to Securities, means, as of the date of
determination, all Securities theretofore authenticated and delivered under this Indenture, except: 
 (i) Securities
theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 
 (ii) Securities or portions thereof for
whose payment or redemption money or, as provided in Section 4.05 hereof, U.S. Government Obligations, in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Issuer) in trust or, except for
purposes of Section 4.01, set aside and segregated in trust by the Issuer (if the Issuer shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and 
 (iii)
Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such Securities are held by a protected purchaser in whose hands such Securities are valid Obligations of the Issuer; 

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder or whether a quorum is present at a meeting of Holders of Securities, (i) the principal amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the maturity thereof pursuant to Section 5.02, (ii) the principal amount of a Security denominated
in one or more foreign currencies which shall be deemed to be Outstanding shall be the U.S. Dollar equivalent, determined as of such date in the manner provided as contemplated by Section 3.01, of the principal amount of such Security (or, in the
case of a Security described in Clause (i) above, of the amount determined as provided in such Clause), and (iii) Securities owned by the Issuer or any other obligor upon the Securities or any Affiliate of the Issuer or of such other obligor
shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, or upon such determination as to
the presence of a quorum, only Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to
the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any Affiliate of the Issuer or of such other obligor. 

“Parent Guarantor” means Willis Towers Watson Public Limited Company, a company organized and existing under the laws of Ireland,
until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter “Parent Guarantor” shall mean such successor Person. 

  
 6 








 “Paying Agent” means any Person authorized by the Issuer to pay the principal of (and
premium, if any) or interest on any Securities on behalf of the Issuer. 
 “Person” means any individual, corporation,
partnership, joint venture, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof. 

“Place of Payment” when used with respect to the Securities of any series, means the place or places where the principal of (and
premium, if any) and interest on the Securities of that series are payable as specified as contemplated by Section 3.01. 

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
 “Principal” of a debt security, including any
Security, on any day and for any purpose means the amount (including, without limitation, in the case of an Original Issue Discount Security, any accrued original issue discount, but excluding interest) that is payable with respect to such debt
security as of such date and for such purpose (including, without limitation, in connection with any sinking fund, upon any redemption at the option of the Issuer, upon any purchase or exchange at the option of the Issuer or the holder of such debt
security and upon any acceleration of the maturity of such debt security). 
 “Principal Amount” of a debt security, including any
Security, means the principal amount as set forth on the face of such debt security. 
 “Redemption Date” when used with respect
to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. 
 “Redemption Price”
when used with respect to any Security to be redeemed, means the price (exclusive of accrued interest, if any) at which it is to be redeemed pursuant to this Indenture. 

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified
for that purpose as contemplated by Section 3.01. 
 “Responsible Officer” when used with respect to the Trustee, means any
officer assigned to and working in the corporate trust department of the Trustee with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge of and familiarity with the particular subject. 
 “Securities” has the meaning
stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 

  
 7 








 “Security Register” and “Security Registrar” have the respective meanings
specified in Section 3.05. 
 “Significant Subsidiary” means any Subsidiary of the Parent Guarantor that would be a
“significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended, as such regulation is in effect on the date hereof. 

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.

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

“Subsidiary” means, with respect to any Person, (i) any corporation, association, or other business entity (other than a
partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof and (ii) any partnership, joint venture,
limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly
or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise and (y) such Person or any wholly owned
Subsidiary of such Person is a controlling general partner or otherwise controls such entity. 
 “Trustee” means the Person named
as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who
is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and as in force at the date as of which this instrument was
executed, except as provided in Section 9.05; provided, however, that in the event the Trust Indenture Act is amended after such date, “Trust Indenture Act” means, with respect to the Securities of any series issued after such date,
the Trust Indenture Act as so amended. 
 “U.S. Government Obligations” has the meaning specified in Section 4.05. 

“Vice President” when used with respect to the Issuer or the Trustee, means any vice president, whether or not designated by a
number or a word or words added before or after the title “vice president.” 

  
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 SECTION 1.02. Compliance Certificates and Opinions. 

Upon any application or request by the Issuer or any Guarantor to the Trustee to take any action under any provision of this Indenture, the
Issuer or such Guarantor shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent (including any covenant compliance with which constitutes a condition precedent), if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel such action is authorized or permitted by this Indenture and all such conditions precedent (including any covenants
compliance with which constitutes a condition precedent), if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. 
 Every certificate
or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than annual certificates provided pursuant to Section 10.08) shall include: 

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

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

SECTION 1.03. Form of Documents Delivered to Trustee. 

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

  
 9 








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

SECTION 1.04. Acts of Holders.  

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing or by the record of the Holders voting in favor thereof at any meeting of
such Holders duly called and held in accordance with the provisions of Article Fourteen; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or any such record is delivered
to the Trustee and, where it is hereby expressly required, to the Issuer or any Guarantor. Such instrument or instruments or such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments or voting at such meeting. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee, the Issuer and any Guarantor if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 14.07 and the record so proved shall be sufficient for
any purpose of this Indenture and conclusive in favor of the Trustee, the Issuer and any Guarantor, if made in the manner provided in this Section. 

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof, or may be proved in
such other manner as shall be deemed sufficient by the Trustee. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The
fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 

(c) The ownership of Securities shall be proved by the Security Register. 

(d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in
reliance thereon, whether or not notation of such action is made upon such Security. 
 (e) The Issuer or the Trustee, as applicable, may
set a date for the purpose of determining the Holders of Securities entitled to consent, vote or take any other action referred to in this Section 1.04, which date shall be not less than 10 days nor more than 60 days prior to the
taking of the consent, vote or other action. 

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

Any request, demand, authorization, direction, notice, consent, waiver or Act of the Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with, 
 (1) the Trustee by any Holder or by the Issuer or any Guarantor shall be
sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, attention: Corporate Trust Department, and, unless otherwise herein expressly provided, any such document
shall be deemed to be sufficiently made, given, furnished or filed upon its receipt by a Responsible Officer of the Trustee, or 
 (2) the
Issuer or any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or overnight air courier guaranteeing next
day delivery, to the Issuer addressed to it at: 
 c/o Willis Group Limited 

51 Lime Street 
 London,
EC3M 7DQ 
 England 
 or at any other
address or addresses previously furnished in writing to the Trustee by the Issuer or such Guarantor. 
 SECTION 1.06. Notice to Holders; Waiver.
 
 Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 

Notwithstanding any other provision of this Indenture or any Global Security, where this Indenture or any Global Security provides for notice
of any event (including any notice of redemption or repurchase) to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing
instructions from the Depositary or its designee, including by electronic mail in accordance with applicable Depositary procedures. 

  
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 In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 

SECTION 1.07. Conflict with Trust Indenture Act. 

If any provision hereof limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust
Indenture Act through operation of Section 318(c), such imposed duties shall control. 
 SECTION 1.08. Effect of Headings and Table of
Contents.  
 The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof. 
 SECTION 1.09. Successors and Assigns. 

All covenants and agreements in this Indenture by the Issuer or any Guarantor shall bind their successors and assigns, whether so expressed or
not. 
 SECTION 1.10. Separability Clause. 

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 SECTION 1.11. Benefits of Indenture. 

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
 SECTION 1.12. Governing Law;
Waiver of Trial by Jury. 
 This Indenture, the Guarantees, and the Securities shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to applicable principles of conflicts of law. Each of the Issuer, the Guarantors and the Trustee irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Indenture or the transactions contemplated hereby. 
 SECTION 1.13. Legal
Holidays. 
 Unless otherwise provided with respect to the Securities of a series, in any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a 

  
 12 








 
Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities) payment of Principal of (and premium, if any) or interest, if any, on such
Security need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no additional interest shall accrue with respect to the payment due on such date for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. 

SECTION 1.14. Submission to Jurisdiction. 

For the benefit of the Holders and each Guarantor hereby (i) irrevocably submits to the non-exclusive jurisdiction of any New York State court
or United States federal court sitting in the Borough of Manhattan in the City of New York solely for purposes of any legal action or proceeding arising out of or relating to the Securities or this Indenture and (ii) irrevocably waives, to the
fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any legal action or proceeding in any New York State court or United States federal court sitting in the Borough of Manhattan in the City of
New York, and any claim that any such action or proceedings brought in any such court has been brought in an inconvenient forum. Each Guarantor agrees that a final judgment in any such legal action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
 To the extent that any Guarantor may in
any jurisdiction claim for itself or its assets immunity (to the extent that any immunity may now or hereafter exist) from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process (whether
through service or notice or otherwise), and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), each Guarantor irrevocably agree not to claim, and irrevocably waive,
such immunity to the full extent permitted by the laws of such jurisdiction.
 SECTION 1.15. Appointment of Agent for Service of Process. 

By the execution and delivery of this Indenture, each Guarantor hereby designates and appoints the Issuer (or any successor corporation) as
its agent to accept and acknowledge on its behalf service of any and all process which may be served in any legal action or proceeding which may be instituted in any Federal or State court in the Borough of Manhattan, the City of New York, arising
out of or relating to the Securities or the Guarantees or this Indenture, but for that purpose only. Service of process upon such agent at the office of Willis North America Inc. at Brookfield Place, 200 Liberty Street, New York, New York 10281,
attention of the General Counsel, and written notice of said service to such Guarantor by the Person servicing the same addressed as provided by Section 1.05, shall be deemed in every respect effective service of process upon such Guarantor,
respectively, in any such legal action or proceeding, and such Guarantor hereby submits to the nonexclusive jurisdiction of any such court in which any such legal action or proceeding is so instituted. Such appointment shall be irrevocable so long
as the Holders of Securities or the Trustee shall have any rights pursuant to the terms thereof or of this Indenture until the appointment of a successor by such Guarantor with the consent of the Trustee


  
 13 








 
and such successor’s acceptance of such appointment. Each such Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and
instruments, as may be necessary to continue such designation and appointment of such agent or successor. 
 SECTION 1.16. Indemnification of Judgment
Currency.  
 To the fullest extent permitted by applicable law, each of the Guarantors shall indemnify each Holder against any
loss incurred by such Holder as a result of any judgment or order being given or made for any amount due under any Security or Guarantee and such judgment or order being expressed and paid in a currency (the “Judgment Currency”), which is
other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar is converted into the Judgment Currency for the purposes of such judgment or order and (ii) the spot rate of exchange in The City
of New York at which the Holder on the date of payment of such judgment is able to purchase U.S. dollars with the amount of the Judgment Currency actually received by such Holder. This indemnification will constitute a separate and independent
obligation of each of the Guarantors, as the case may be, and will continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” includes any premiums and costs of exchange
payable in connection with the purchase of, or conversion into, U.S. dollars. 
 SECTION 1.17. U.S.A. Patriot Act. 

The Issuer and the Guarantors acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all financial
institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the
Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act. 

ARTICLE TWO 
 SECURITY
FORMS 
 SECTION 2.01. Forms Generally. 

The Securities of each series shall be in substantially the form established from time to time by or pursuant to a Board Resolution or in one
or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of such
Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. If the form of Securities of any series is established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action 

  
 14 








 
shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 3.03 for the
authentication and delivery of such Securities. Any such Board Resolution or record of such action shall have attached thereto a true and correct copy of the form of Security referred to therein approved by or pursuant to such Board Resolution. 

The Trustee’s certificate of authentication shall be in substantially the form set forth in this Article. 

The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Securities, as evidenced by their execution of such Securities. 
 SECTION 2.02. Form of
Trustee’s Certificate of Authentication. 
 The Trustee’s certificate of authentication on all Securities shall
be in substantially the following form: 
 This is one of the Securities of the series designated therein issued under the within-mentioned
Indenture. 
  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
		
	By:	 	  

		 	Authorized Signatory


 SECTION 2.03. Securities in Global Form 

If any Security of a series is issuable in global form (a “Global Security”), such Global Security may provide that it shall
represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee and in such manner as shall be specified in such Global Security. Any
instructions by the Issuer with respect to a Global Security, after its initial issuance, shall be in writing but need not comply with Section 1.02. 

Global Securities may be issued in either temporary or permanent form. Permanent Global Securities will be issued in definitive form. 

ARTICLE THREE 
 THE
SECURITIES 
 SECTION 3.01. Amount Unlimited; Issuable in Series. 

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

  
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 The Securities may be issued in one or more series. There shall be established in or pursuant to
a Board Resolution, and set forth in an Officers’ Certificate, of the Issuer or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, 

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

(2) the aggregate Principal Amount of the Securities of such series and any limit upon the aggregate Principal Amount of the Securities of the
series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other securities of the series pursuant to
Section 3.04, 3.05, 3.06, 9.06 or 11.07); 
 (3) the date or dates on which the principal (and premium, if any) of the Securities of
the series is payable or the method of determination thereof; 
 (4) the rate or rates (which may be fixed or variable), or the method of
determination thereof, at which the Securities of the series shall bear interest, if any, including the rate of interest applicable on overdue payments of Principal or interest, if different from the rate of interest stated in the title of the
Security, the date or dates from which such interest shall accrue or the method of determination thereof, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on any Interest Payment
Date; 
 (5) the Paying Agent or Paying Agents for the Securities of the series if other than the Trustee; 

(6) the Place of Payment of the Securities of the series; 

(7) if other than U.S. Dollars, the foreign currency or currencies in which Securities of the series shall be denominated or in which payment
of the Principal of (and premium, if any) or interest on Securities of the series may be made, and the particular provisions applicable thereto and the manner of determining the equivalent thereof in the currency of the United States of America for
any purpose, including for purposes of the definition of “Outstanding” in Section 1.01 and, if applicable, the amount of the Securities of the series which entitles the Holder of a Security of the series or its proxy to one vote for
purposes of Section 14.06; 
 (8) the right, if any, of the Issuer to redeem the Securities of such series and the period or periods
within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Issuer; 

  
 16 








 (9) the obligation, if any, of the Issuer to redeem or purchase Securities of the series pursuant
to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in
whole or in part, pursuant to such obligation; 
 (10) if other than denominations of $1,000 and any integral multiple thereof, the
denominations in which Securities of the series shall be issuable; 
 (11) whether the Securities of the series shall be issued in whole or
in part in the form of one or more Global Securities and, in such case, the depositary (the “Depositary”) for such Global Security or Securities; and the manner in which and the circumstances under which Global Securities representing
Securities of the series may be exchanged for Securities in definitive form, if other than, or in addition to, the manner and circumstances specified in Section 3.05(b); 

(12) if other than the Principal Amount thereof, the portion of the Principal Amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.02; 
 (13) if the provisions of Section 4.03 or 4.04 of
this Indenture are to apply to the Securities of the series, a statement indicating the same; 
 (14) any deletions from or modifications of
or additions to the Events of Default set forth in Section 5.01 pertaining to the Securities of the series; 
 (15) the form of the
Securities of the series; and 
 (16) any other terms of a particular series and any other provisions expressing or referring to the terms
and conditions upon which the Securities of that series are to be issued, (which terms and conditions are not in conflict with the provisions of this Indenture or do not adversely affect the rights of Holders of any other series of Securities then
Outstanding); provided, however, that the addition to or subtraction from or variation of Articles Four, Five, Eight, Ten, Twelve and Fifteen (and Section 1.01 insofar as it relates to the definition of certain terms as used in
such Articles) with regard to the Securities of a particular series shall not be deemed to constitute a conflict with the provisions of those Articles. 

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 such Board Resolution and set forth in such Officers’ Certificate or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be
reopened for issuance of additional Securities of such series without the consent of the Holders thereof. 
 The Securities of all series
shall rank on a parity in right of payment. 

  
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 Except as modified in a Board Resolution, Officers’ Certificate or supplemental indenture
establishing a series of Securities, the Securities shall be fully and unconditionally guaranteed, jointly and severally, by each Guarantor as provided in Article Fifteen. 

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 Issuer or the applicable Guarantor and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. 

SECTION 3.02. Denominations. 
 The
Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by Section 3.01. In the absence of any such provisions with respect to the Securities of any series, the
Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. 
 SECTION 3.03. Execution, Authentication,
Delivery and Dating. 
 The Securities shall be executed under the common seal of the Issuer reproduced thereon and the affixing of such
seal to the Securities shall be signed and countersigned by any two directors of the Issuer, or by a director and the Secretary of the Issuer or by any director of the Issuer and any other officer of the Issuer authorized by the Board of Directors
to sign or countersign the affixing of such seal. The signature of any of these directors or officers on the Securities may be manual or facsimile. 

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuer shall bind such
Person 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 issuance of such Securities. 

At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed
by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Issuer Order shall authenticate and deliver such Securities. If any
Security shall be represented by a permanent Global Security, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a portion
of a temporary Global Security shall be deemed to be delivery in connection with the original issuance of such beneficial owner’s interest in such permanent Global Security. 

In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive and (subject to Section 6.01) shall be fully protected in relying upon the documents specified in Section 314 of the Trust Indenture Act, and, in addition: 

(1) a Board Resolution relating thereto, and if applicable, an appropriate record of any action taken pursuant to such Board Resolution,
certified by the Secretary or Assistant Secretary of the Issuer, if applicable; 

  
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 (2) an executed supplemental indenture, if any; and 

(3) an Opinion of Counsel which shall state: 

(A) that the form and terms of such Securities have been established by or pursuant to Board Resolutions, by a supplemental
indenture or by both such resolution or resolutions and such supplemental indenture in conformity with the provisions of this Indenture; 

(B) that the supplemental indenture, if any, when executed and delivered by the Issuer, the Guarantors and the Trustee, will
constitute a valid and legally binding obligation of the Issuer and the Guarantors; 
 (C) that such Securities, when
authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding Obligations of the Issuer and each such Guarantor, if
applicable, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to
enforceability, to general principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); and 

(D) that the Guarantees, when the Securities to which they relate shall have been authenticated and delivered by the Trustee
and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Guarantors, enforceable against them in accordance with their terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). 
 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 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 3.01 and of this
Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution and the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Board
Resolution and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of 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. 

  
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 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 signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder. 
 The Trustee may appoint an Authenticating Agent
acceptable to the Issuer to authenticate Notes. An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. 

SECTION 3.04. Temporary Securities. 

Pending the preparation of definitive Securities of any series, the Issuer may execute, and upon Issuer Order, the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten, reproduced or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities 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 Issuer will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at
the office or agency of the Issuer in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Issuer shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like Principal Amount of definitive Securities of the same series of authorized denominations. 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. 
 SECTION 3.05. Registration, Registration of Transfer and Exchange Global
Securities Representing the Securities. 
 (a) The Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office or in any other office or agency of the Issuer in a Place of Payment being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may
prescribe, the Issuer 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. 
 The Security Registrar shall maintain on behalf of the Issuer a full and complete list of names and addresses of all Holders of
Securities issued by the Issuer pursuant to this Indenture and any indenture supplemental hereto, and the Principal Amount of Securities held by such Holder. 

  
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 Upon surrender for registration of transfer of any Security of any series at the office or agency
in a Place of Payment for that series, the Issuer 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 a like aggregate Principal Amount and Stated Maturity. 
 Except as otherwise provided in this Article Three, 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 an equal aggregate Principal Amount, upon surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Issuer 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 Issuer and each
Guarantor 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 Issuer or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing with such signature guaranteed by a
commercial bank reasonably acceptable to the Trustee or by a member of a national securities exchange. 
 No service charge shall be made
for any registration of transfer or exchange of Securities, but the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. 
 The Issuer shall
not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series
selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange of any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part. 
 (b) If the Issuer shall establish pursuant to Section 3.01 that the
Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with Section 3.03 and the Issuer Order with respect to such series,
authenticate and deliver one or more Global Securities in temporary or permanent form that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal Amount of the Outstanding Securities of such series to be
represented by one or more Global Securities, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee or delivered or held
pursuant to such Depositary’s instruction, and (iv) unless otherwise provided 

  
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for with respect to the Securities of such series pursuant to Section 3.01, shall bear a legend substantially to the following effect: “This Security may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor
Depositary, unless and until this Security is exchanged in whole or in part for Securities in definitive form.” 
 Each Depositary
designated pursuant to Section 3.01 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
any other applicable statute or regulation. 
 If at any time the Depositary for the Securities of a series notifies the Issuer that it is
unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for Securities of a series shall no longer be a clearing agency registered and in good standing under the Exchange Act or other
applicable statute or regulation (as required by this Section 3.05), the Issuer shall appoint a successor Depositary eligible under this Section 3.05 with respect to the Securities of such series. If a successor Depositary for the
Securities of such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication
and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form in an aggregate Principal Amount equal to the Principal Amount of the Global Security or Securities representing such
series in exchange for such Global Security or Securities. 
 The Issuer may at any time and in its sole discretion and subject to the
procedures of the Depositary determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event, the Issuer shall execute, and the
Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form and in an aggregate Principal Amount equal to the
Principal Amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. 
 If the
Securities of any series shall have been issued in the form of one or more Global Securities and if an Event of Default with respect to the Securities of such series shall have occurred and be continuing, the Issuer may, and upon the request of the
Trustee shall, promptly execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form and in an
aggregate Principal Amount equal to the Principal Amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. 

The Depositary for such series of Securities may surrender a Global Security for such series of Securities in exchange in whole or in part for
Securities of such series in definitive form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute and the Trustee shall authenticate and deliver, without charge: 

(i) to each Person specified by the Depositary a new Security or Securities of the same series, of any authorized denomination as requested by
such Person in an aggregate Principal Amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and 

(ii) to the Depositary a new Global Security in a denomination equal to the difference, if any, between the Principal Amount of the
surrendered Global Security and the aggregate Principal Amount of Securities delivered to holders thereof. 

  
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 Upon the exchange of a Global Security for Securities in definitive form, such Global Security
shall be cancelled by the Trustee. Securities issued in exchange for a Global Security pursuant to this subsection (b) shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant
to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered. 

None of the Issuer, the Trustee nor any agent of the Issuer or the Trustee will have any responsibility or liability for the Depositary,
including any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 

SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities. 

If any mutilated Security is surrendered to the Trustee, the Issuer 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. 

If there shall be delivered to the Issuer and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Issuer or the Trustee that such Security has been acquired by a protected
purchaser, the Issuer shall execute and upon its request 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. 
 If any such mutilated, destroyed, lost or stolen Security has become or is about to become due
and payable, the Issuer in its discretion may, instead of issuing a new Security, pay such Security. 
 Upon the issuance of any new
Security under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. 
 Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security
shall constitute an original additional contractual obligation of the Issuer, whether or not the 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 that series duly issued hereunder. 

  
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 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
 SECTION 3.07. Payment of Interest;
Interest Rights Preserved. 
 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. 

At the option of the Issuer, interest on the Securities of any series that bear interest may be paid by mailing a check to the address of the
Person entitled thereto as such address shall appear in the Security Register. 
 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 (“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 Issuer, at its election in each case, as provided in clause (1) or (2) below: 
 (1)
The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment,
and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior
to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Issuer shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The
Issuer shall promptly notify the Trustee of such Special Record Date and, in the name and at the expense of the Issuer, the Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). 
 (2) The Issuer may make
payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 

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

SECTION 3.08. Persons Deemed Owners. 

Prior to due presentment of a Security for registration of transfer, the Issuer, any Guarantor, the Trustee and any agent of the Issuer, any
Guarantor 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 3.07) interest on such
Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Issuer, any Guarantor, the Trustee or any agent of the Issuer, any Guarantor or the Trustee shall be affected by notice to the contrary. 

SECTION 3.09. Cancellation.  
 All
Securities surrendered for payment, redemption, conversion, registration of transfer or exchange or for credit against any sinking fund payment or analogous obligation shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee and promptly shall be cancelled by it and, if surrendered to the Trustee, shall be promptly cancelled by it. The Issuer or any Guarantor may at any time deliver to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Issuer or any Guarantor may have acquired in any manner whatsoever, and all Securities so delivered promptly shall be cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of in accordance with the Trustee’s customary procedures. The acquisition of any
Securities by the Issuer or any Guarantor shall not operate as a redemption or satisfaction of the Indebtedness represented thereby unless and until such Securities are surrendered to the Trustee for cancellation. Permanent Global Securities shall
not be destroyed until exchanged in full for definitive Securities or until payment thereon is made in full. 
 SECTION 3.10. Computation of
Interest.  
 Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a year of twelve 30-day months. 

  
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 SECTION 3.11. CUSIP Numbers.  

The Issuer in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” numbers in notices as a convenience to Holders; 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 or as contained in any notice
and that reliance may be placed only on the other identification numbers printed on the Securities, and any such notice shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee in writing of any
change in the “CUSIP” numbers. 
 ARTICLE FOUR 

SATISFACTION AND DISCHARGE; DEFEASANCE 

SECTION 4.01. Satisfaction and Discharge of Securities of any Series.  

The Issuer shall be deemed to have satisfied and discharged the entire Indebtedness on all the Securities of any particular series (except as
to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, upon Issuer Request and at the expense of the Issuer, shall execute such instruments as may be requested by the Issuer
acknowledging satisfaction and discharge of such Indebtedness, when 
 (a) either 

(1) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from
such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or 
 (2) all such Securities not
theretofore delivered to the Trustee for cancellation 
 (A) have become due and payable, or 

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

(C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor, in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the
purpose an amount sufficient to pay and discharge the entire Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 3.06), for Principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 


  
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 (b) the Issuer or any Guarantor has paid or caused to be paid all other sums payable hereunder by
the Issuer or any Guarantor; and 
 (c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire Indebtedness on all Securities of such series have been complied with. 

Notwithstanding the satisfaction and discharge of this Indenture, the Obligations of the Issuer and each Guarantor to the Trustee under
Section 6.07 or to any Authenticating Agent under Section 3.03 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the Obligations of the Trustee under Section 4.07
and the last paragraph of Section 10.03 shall survive. 
 SECTION 4.02. Option to Effect Legal Defeasance or Covenant Defeasance.  

The Issuer may, at the option of its Board of Directors evidenced by a supplemental indenture or, at any time, by a Board Resolution set forth
in an Officers’ Certificate with respect to the Securities of any series, unless otherwise specified pursuant to Section 3.01 with respect to a particular series of Securities, elect to have either Section 4.03 or 4.04 be applied to
all of the Outstanding Securities of that series upon compliance with the conditions set forth below in this Article Four. 
 SECTION 4.03. Legal
Defeasance and Discharge.  
 Upon the Issuer’s exercise under Section 4.02 of the option applicable to this
Section 4.03, the Issuer shall be deemed to have been discharged from its Obligations with respect to all Outstanding Securities of the particular series and any coupons appertaining thereto on the date the conditions set forth below are
satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuer shall be deemed to have paid and discharged all the Obligations relating to the Outstanding Securities of that series, including any
coupons appertaining thereto, and the Securities of that series, including any coupons appertaining thereto, shall thereafter be deemed to be “outstanding” only for the purposes of Section 4.06 and the other Sections of this Indenture
referred to below in this Section 4.03, and to have satisfied all of its other Obligations under such Securities and any coupons appertaining thereto and this Indenture and cured all then existing Events of Default (and the Trustee, on demand
of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the Issuer’s or any Guarantor’s
Obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06, 10.02 and 10.03, (ii) rights of Holders to receive payments of the Principal of (and premium, if any) and interest, if any, on the
Securities of such series as they shall become due from time to time and other rights, duties and Obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) the rights, obligations and
immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed Outstanding), (iv) this Article Four and the obligations set forth in Section 4.06 hereof and (v) the obligations of the Issuer
and each Guarantor under Section 6.07 hereof. 

  
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 Subject to compliance with this Article Four, the Issuer may exercise its option under
Section 5.03 notwithstanding the prior exercise of its option under Section 4.04 with respect to the Securities of a particular series and any coupons appertaining thereto. 

SECTION 4.04. Covenant Defeasance.  

Upon the Issuer’s exercise under Section 4.02 of the option applicable to this Section 4.04, the Issuer shall be released from
any obligations under the covenants contained in Sections 10.04, 10.05 and 10.06 or established pursuant to Section 3.01 or 9.01 hereof with respect to the Outstanding Securities of the particular series on and after the date the conditions set
forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Securities of that series and any coupons appertaining thereto shall thereafter be deemed not “Outstanding” for the purposes of any direction, waiver,
consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for all other purposes hereunder (it being understood that such Securities
shall not be deemed outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Securities of that series and any coupons appertaining thereto, the Issuer may omit to comply with and
shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such omission to comply shall not constitute a default or Event of Default under Section 5.01(4) or any Event of Default specified pursuant to Section 3.01 or 9.01 but,
except as specified above, the remainder of this Indenture and the Securities of that series shall be unaffected thereby. 
 SECTION 4.05. Conditions to
Legal or Covenant Defeasance.  
 The following shall be the conditions to the application of either Section 4.03 or
Section 4.04 to the Outstanding Securities of a particular series: 
 (a) the Issuer must irrevocably deposit, or cause to be
irrevocably deposited, with the Trustee for the Securities of that series, in trust, for the benefit of the Holders of the Securities of that series, cash in the currency or currency unit in which the Securities of that series are payable (except as
otherwise specified pursuant to Section 3.01 for the Securities of that series) sufficient or U.S. Government Obligations the Principal of and interest on which will be sufficient or a combination thereof sufficient, in the written opinion of a
nationally recognized firm of independent public accountants delivered to the Trustee, to pay the Principal of, premium, if any, and interest, if any, due on the Outstanding Securities of that series and any related coupons to and including the date
of Stated Maturity, or the applicable Redemption Date, as the case may be, with respect to the Outstanding Securities of that series and any related coupons; 

(b) in the case of Legal Defeasance only, the Issuer shall have delivered to the Trustee for the Securities of that series (1) an Opinion
of Counsel confirming that, subject to customary assumptions and exclusions, since the date on which Securities of such series were originally issued, there has been a change in the applicable U.S. Federal income tax law, to the effect that, and
based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Outstanding Securities of that series will not 

  
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recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such Legal Defeasance had not occurred or (2) a copy of a ruling or other formal statement or action to that effect received from or published by the U.S. Internal Revenue Service; 

(c) in the case of Covenant Defeasance only, the Issuer shall have delivered to the Trustee for the Securities of that series an Opinion of
Counsel confirming that, subject to customary assumptions and exclusions, the Holders of the Outstanding Securities of that series will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance
and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

(d) no Event of Default or event which with the giving of notice or the lapse of time, or both, would become an Event of Default with respect
to the Securities of that series (other than any event resulting from the borrowing of funds to be applied to make such deposit) shall have occurred and be continuing on the date of such deposit; 

(e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material
agreement (other than this Indenture) or instrument to which the Issuer is a party or by which the Issuer is bound; and 
 (f) the Issuer
shall have delivered to the Trustee for the Securities of that series an Officers’ Certificate and an Opinion of Counsel (which opinion of counsel may be subject to customary assumptions and exclusions) each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. 
 As
used in this Article Four, “U.S. Government Obligations” means securities that are (i) direct Obligations of the United States of America for payment of which its full faith and credit is pledged or (ii) Obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in
either case under clause (i) or (ii), are not callable or redeemable at the option of the issuer thereof, and will also include a depository receipt issued by a bank or trust company as Custodian with respect to any such U.S. Government
Obligation or a specified payment of interest on or principal of any such U.S. Government Obligation held by such Custodian for the account of the holder of a depository receipt, provided that (except as required by law) such Custodian is not
authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the Custodian in respect of the U.S. Government Obligation or the specific payment of interest on or Principal of the U.S.
Government Obligation evidenced by such depository receipt. 

  
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 SECTION 4.06. Survival of Certain Obligations. 

Notwithstanding the satisfaction and discharge of the Securities of a particular series referred to in Sections 4.01, 4.02, 4.04, or
4.05, the respective obligations of the Issuer, the Guarantors and the Trustee for the Securities of a particular series under Sections 3.03, 3.04, 3.05, 3.06, 3.09, 4.07, 4.08, 4.09 and 5.08, Article Six, and Sections 7.01, 7.02,
10.02, 10.03 and 10.04, shall survive with respect to Securities of that series until the Securities of that series are cancelled, and thereafter the obligations of the Issuer, Guarantors and the Trustee for the Securities of a particular series
with respect to that series under Sections 4.08 and 6.07 shall survive. Nothing contained in this Article Four shall abrogate any of the obligations or duties of the Trustee of any series of Securities under this Indenture. 

SECTION 4.07. Application of Trust Money. 

Subject to the provisions of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Sections 4.01 and 4.05 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent
(including the Issuer or any Guarantor 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. 
 SECTION 4.08. Repayment of Moneys Held by Paying Agent. 

Any money deposited with the Trustee or any other Paying Agent remaining unclaimed by the Holders of any Securities for two years after the
date upon which the Principal of or interest on such Securities shall have become due and payable, subject to applicable abandoned property law, shall be repaid to the Issuer by the Trustee or any such other Paying Agent and such Holders shall
thereafter be entitled to look to the Issuer only as general creditors for payment thereof (unless otherwise provided by law); provided, however, that, before the Trustee or any such other Paying Agent is required to make any such
payment to the Issuer, the Trustee may, upon the written request of the Issuer and at the expense of the Issuer, cause to be published once in an Authorized Newspaper a notice that such money remains unclaimed and that, after the date set forth in
said notice, the balance of such money then unclaimed will be returned to the Issuer. 
 SECTION 4.09. Reinstatement. 

If the Trustee is unable to apply any money or U.S. Government Obligations in accordance with Section 4.07 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and each Guarantor’s obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to Section 4.01 or 4.05, as the case may be, until such time as the Trustee is permitted to apply all such money or U.S. Government Obligations in accordance with
Section 4.07; provided that, if the Issuer or any Guarantor has made payment of Principal of, or interest on any Securities because of the reinstatement of its obligations, the Issuer or such Guarantor shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee. 

  
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 ARTICLE FIVE 

REMEDIES OF THE TRUSTEE AND 

HOLDERS ON EVENT OF DEFAULT 
 SECTION 5.01.
Events of Default.  
 “Event of Default,” wherever used herein with respect to Securities of any series, means 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): 
 (1) default in the payment of interest upon any Security of that series when it becomes due
and payable, and continuance of such default for a period of 30 days; or 
 (2) default in the payment of the Principal of (or premium,
if any, on) any Security of that series at its Maturity; or 
 (3) default in the deposit of any sinking fund payment, when and as due by
the terms of any Security of that series; or 
 (4) default in the performance, or breach, of any covenant or warranty of the Issuer, any
Guarantor or any Significant Subsidiary in this Indenture or any Security of that series (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail or overnight
air courier guaranteeing next day delivery, to the Issuer or such Guarantor by the Trustee or to the Issuer or such Guarantor and the Trustee by the Holders of at least 25% in Principal Amount of the Outstanding Securities of that series a
written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 

(5) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Parent Guarantor, the
Issuer or any Significant Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy Law or (B) a decree or order adjudging the Parent Guarantor, the Issuer or any Significant Subsidiary bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Parent Guarantor, the Issuer or any Significant Subsidiary under any applicable Bankruptcy Law, or appointing a Custodian of the
Parent Guarantor, the Issuer or any Significant Subsidiary or of any substantial part of their property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 90 consecutive days; or 
 (6) the commencement by the Parent Guarantor, the Issuer or any
Significant Subsidiary of a voluntary case or proceeding under any applicable Bankruptcy Law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the 


  
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entry of a decree or order for relief in respect of the Parent Guarantor, the Issuer or any Significant Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy Law or to
the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Bankruptcy Law, or the consent by it to the filing of such
petition or to the appointment of or taking possession by a Custodian of the Parent Guarantor, the Issuer or any Significant Subsidiary of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or
the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Parent Guarantor, the Issuer or any Significant Subsidiary in furtherance of any such action, or the taking of
any comparable action under any foreign laws relating to insolvency; or 
 (7) any Guarantee shall for any reason cease to be, or shall for
any reason be asserted in writing by any Guarantor that is a Significant Subsidiary not to be, in full force and effect and enforceable in accordance with its terms, except to the extent contemplated by the Indenture and any such Guarantee; or 

(8) any other Event of Default provided with respect to Securities of that series. 

SECTION 5.02. Acceleration of Maturity; Rescission and Annulment.  

If an Event of Default with respect to Securities of any series at the time Outstanding (other than of a type specified in
Section 5.01(5) or (6)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in Principal Amount of the Outstanding Securities of that series may declare the Principal Amount (or, if the Securities
of that series are Original Issue Discount Securities, such portion of the Principal Amount as may be specified in the terms of that series) of all of the Securities of that series to be due and payable immediately, by a notice in writing to the
Issuer (and to the Trustee if given by Holders), and upon any such declaration such Principal Amount (or specified amount) shall become immediately due and payable, anything in this Indenture or in any of the Securities of such series to the
contrary notwithstanding. 
 At any time after such a declaration of acceleration with respect to Securities of any series has been made and
before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in Principal Amount of the Outstanding Securities of that series, by written notice to the
Issuer or a Guarantor and the Trustee, may rescind and annul such declaration and its consequences if 
 (1) the Issuer or a Guarantor has
paid or deposited with the Trustee a sum sufficient to pay 
 (A) all overdue interest on all Securities of that series, 

(B) the Principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities, 

  
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 (C) to the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in such Securities, and 
 (D) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due to the Trustee under Section 6.07 hereof; 

and 
 (2) all Events of Default with respect to
Securities of that series, other than the nonpayment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. 

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

Notwithstanding the foregoing, in the case of an Event of Default arising under Section 5.01(5) or (6), all outstanding Securities shall
IPSO FACTO become due and payable without further action or notice. 
 SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by
Trustee.  
 The Issuer covenants that if 

(1) default is made in the payment of interest on any Security when such interest becomes due and payable and such default continues for a
period of 30 days, 
 (2) default is made in the payment of the Principal of (or, premium, if any, on) any Security at the Maturity
thereof, or 
 (3) default is made in the making or satisfaction of any sinking fund payment or analogous Obligation when the same becomes
due pursuant to the terms of any Security, 
 the Issuer, upon demand of the Trustee, will pay to it, for the benefit of the Holders of such Securities, the
whole amount then due and payable on such Securities for Principal, including any sinking fund payment or analogous Obligations (and premium, if any) and interest, if any, and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue Principal (and premium, if any) 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 and any other amounts due to the Trustee under Section 6.07 hereof. 

If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuer, any Guarantor or any other obligor upon such Securities and
collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer, any Guarantor or any other obligor upon such Securities, wherever situated. 

  
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 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 most effectual to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 

SECTION 5.04. Trustee May File Proofs of Claim.  

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Issuer, any Guarantor or any other obligor upon the Securities or the property of the Issuer, any Guarantor or of such other obligor or their creditors, the Trustee (irrespective of whether the Principal of
the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Issuer for the payment of overdue Principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise, 
 (i) to file and prove a claim for the whole amount of Principal (and premium,
if any) and interest, if any, owing and unpaid in respect of the Securities and to file such other papers or documents and take such other actions, including participating as a member, voting or otherwise, of any official committee of creditors
appointed in such matter, as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the
Holders allowed in such judicial proceeding, and 
 (ii) to collect and receive any moneys or other property payable or deliverable on any
such claim and to distribute the same; and any Custodian 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 for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07. 

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any
plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding except as aforesaid, to vote
for the election of a trustee in bankruptcy or similar person or to participate as a member, voting or otherwise, on any committee of creditors. 
 SECTION
5.05. Trustee May Enforce Claims without Possession of Securities. 
 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 

  
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thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been
recovered. 
 SECTION 5.06. Application of Money Collected. 

Any money or property collected by the Trustee pursuant to this Article, and after an Event of Default, any money or other property
distributable in respect of the Issuer’s or any Guarantor’s obligations under this Indenture 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 or any predecessor Trustee under Section 6.07; 

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, 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 Issuer, its successors or assigns, or to whomever may be so lawfully entitled to
receive the same, or as a court of competent jurisdiction may direct. 
 SECTION 5.07. Limitation on Suits. 

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 or trustee, or for any other remedy hereunder, unless 
 (1) such Holder has previously
given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; 
 (2) the Holders of
not less than a majority in Principal Amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 

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

  
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 it being understood and intended that no one or more of such Holders shall have any right in any manner whatever
by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. 
 SECTION 5.08. Unconditional
Right of Holders to Receive Principal, Premium and Interest.  
 Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the Principal of (and premium, if any) and (subject to Section 3.07) interest on such Security on the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on the Redemption Date) and the right to institute suit for the enforcement of any such payment and such rights shall not be impaired without the consent of such Holder. 

SECTION 5.09. Restoration of Rights and Remedies.  

If the Trustee or any Holder 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 Issuer, any Guarantor, 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. 

SECTION 5.10. Rights and Remedies Cumulative.  

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. 
 SECTION 5.11. Delay or Omission Not Waiver.  

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

  
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 SECTION 5.12. Control by Holders.  

The Holders of a majority in Principal Amount of the Outstanding Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that 

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

(2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders of the Securities of such series
not taking part in such direction, or to the Holders of the Securities of any other series or would involve the Trustee in personal liability, and 

(3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. 

SECTION 5.13. Waiver of Past Defaults.  

Subject to Section 5.02, the Holders of not less than a majority in Principal Amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default 

(1) in the payment of the Principal of (or premium, if any) or interest on any Security of such series, or 

(2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected. 
 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. 

SECTION 5.14. Undertaking for Costs.  

All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in
Principal Amount of the Outstanding Securities of any series, or to any suit instituted by any 

  
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Holder for the enforcement of the payment of the Principal of (or premium, if any) or interest on any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the
case of redemption, on or after the Redemption Date). 
 ARTICLE SIX 

THE TRUSTEE 
 SECTION 6.01. Certain
Duties and Responsibilities.  
 (a) Except during the continuance of an Event of Default, 

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee; and 
 (2) in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of
any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this
Indenture but need not verify the accuracy of any mathematical calculations or the contents thereof or whether procedures specified by or pursuant to the provisions of this Indenture have been followed in the preparation thereof. 

(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that 
 (1) this subsection shall not be construed to limit the effect of
Subsection (a) of this Section; 
 (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible
Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (3) the Trustee shall not be
liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in Principal Amount of the Outstanding Securities of any series, as provided in Section 5.12,
relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series. 

  
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 (d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it; 
 (e) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 

SECTION 6.02. Notice of Defaults.  

Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit by
mail to all Holders of Securities of such series, as their names and addresses appear in the Security Register, notice of such default hereunder known to a Responsible Officer of the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the Principal of (or premium, if any) or interest on any Security of such series or in the payment of any sinking fund or analogous Obligation installment with
respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders of Securities of such
series; and provided, further, that in the case of any default of the character specified in Section 5.01(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. 

SECTION 6.03. Certain Rights of Trustee.  

Subject to the provisions of Section 6.01: 

(a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; 

(b) any request or direction of the Issuer or any Guarantor mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer
Order or Officers’ Certificate or similar document and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; 

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

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

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

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

(h) the Trustee shall not be deemed to have notice or knowledge of any matter unless a Responsible Officer assigned to and working in the
Trustee’s corporate trust department has actual knowledge thereof or unless written notice thereof is received by the Trustee at the Corporate Trust Office and such notice references the Securities generally, the Issuer, a Guarantor or this
Indenture. Whenever reference is made in this Indenture to an Event of Default, such reference shall, insofar as determining any liability on the part of the Trustee is concerned, be construed to refer only to an Event of Default of which the
Trustee is deemed to have actual knowledge in accordance with this paragraph; and 
 (i) the permissive right of the Trustee to take or
refrain from taking any actions enumerated in this Indenture shall not be construed as a duty; 
 (j) in no event shall the Trustee be
liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; 

(k) in no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture
arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services; 

  
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 (l) The rights, privileges, protections, immunities and benefits given to the Trustee, including,
without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, Custodian and other Person employed to act hereunder; and 

(m) the Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in
any such certificate previously delivered and not superseded. 
 SECTION 6.04. Not Responsible for Recitals or Issuance of Securities. 

The recitals contained herein and in the Securities, except the Trustee’s certificate of authentication, shall be taken as the statements
of the Issuer or the Guarantors, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or
Guarantees. The Trustee shall not be responsible for any document in connection with the sale of any Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Issuer or the Guarantors of
Securities or the proceeds thereof. 
 SECTION 6.05. May Hold Securities. 

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Issuer, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent. 
 SECTION 6.06. Money Held in Trust. 

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall
be under no liability for interest on any money received by it hereunder. 
 SECTION 6.07. Compensation and Reimbursement. 

The Issuer and the Guarantors, jointly and severally, agree, 

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

(2) to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or
willful misconduct; and 
 (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses, including reasonable attorneys’ fees, of defending
itself against any claim or liability in connection with the exercise or performance of any of its rights, powers or duties hereunder. 

  
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 As security for the performance of the obligations of the Issuer and the Guarantors under this
Section, the Trustee shall have a Lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the benefit of the Holders of particular Securities. 

Without prejudice to any other rights available to the Trustee under applicable law, if the Trustee incurs expenses or renders services after
the occurrence of an Event of Default specified in clause (5) or (6) of Section 5.01, the expenses and the compensation for the services will be intended to constitute expenses of administration under Bankruptcy Law. 

The provisions of this Section 6.07 shall survive the resignation or removal of the Trustee and the satisfaction, discharge or
termination of this Indenture. 
 “Trustee” for the purposes of this Section 6.07 shall include any predecessor Trustee and the
Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee
hereunder. 
 SECTION 6.08. Disqualification; Conflicting Interests. 

The Trustee for the Securities of any series issued hereunder shall be subject to the provisions of Section 310(b) of the Trust Indenture
Act during the period of time provided for therein. In determining whether the Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Securities of any series, there shall be excluded this
Indenture with respect to Securities of any particular series of Securities other than that series of Securities, and any other indenture of the Issuer or Guarantors if the requirements of Section 310(b) are met. Nothing herein shall prevent the
Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act. 

SECTION 6.09. Corporate Trustee Required; Eligibility. 

There shall at all times be a corporate Trustee hereunder which complies with the requirements of Section 310(a) of the Trust Indenture
Act, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority and having a Corporate Trust Office in the continental United States. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section the combined capital and surplus of 

  
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such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 

SECTION 6.10. Resignation and Removal; Appointment of Successor. 

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until
the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11. 
 (b) The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Issuer. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to
the Trustee within 10 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction at the Issuer’s expense for the appointment of a successor Trustee with respect to the
Securities of such series. 
 (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders
of a majority in Principal Amount of the Outstanding Securities of such series, delivered to the Trustee and to the Issuer. 
 (d) If at any
time: 
 (1) the Trustee shall fail to comply with Section 6.08 after written request therefor by the Issuer or by any Holder who has
been a bona fide Holder of a Security for at least six months, or 
 (2) the Trustee shall cease to be eligible under Section 6.09 and
shall fail to resign after written request therefor by the Issuer, any Guarantor or by any such Holder, or 
 (3) the Trustee shall become
incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any such case, (i) the Issuer by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees. 
 (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office
of Trustee for any cause with respect to the Securities of one or more series, the Issuer, 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 6.11. If, within one year after such 

  
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resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in
Principal Amount of the Outstanding Securities of such series delivered to the Issuer 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 6.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Issuer. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 

(f) The Issuer 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 by mailing written notice of such event to all Holders of Securities of such series as their names and addresses appear in the Security Register. Each notice shall
include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 
 SECTION 6.11.
Acceptance of Appointment by Successor. 
 (a) In case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall
become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Issuer or the successor Trustee, such
retiring Trustee shall, upon payment of amounts owed to it under Section 6.07, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. 
 (b) In case of the appointment
hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Issuer, 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 

  
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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 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 Issuer, any Guarantor or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates. 
 (c) Upon request of any such successor Trustee, the
Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. 

(d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article. 
 SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business.  

Any corporation or association into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation or
association resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or association to which all or substantially all of the corporate trust business of the Trustee may be sold or otherwise
transferred, shall be the successor trustee hereunder without any further act. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 

SECTION 6.13. Preferential Collection of Claims Against Issuer.  

The Trustee is subject to Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of
the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated therein. 

ARTICLE SEVEN 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUER 

SECTION 7.01. Issuer to Furnish Trustee Names and Addresses of Holders.  

The Issuer will furnish or cause to be furnished to the Trustee 

(a) semi-annually, either (i) not later than June 1 and December 1 in each year in the case of Original Issue Discount
Securities of any series which by their terms do not bear interest 

  
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prior to Maturity, or (ii) not more than 15 days after each Regular Record Date in the case of Securities of any other series, a list, each in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities of such series as of the preceding June 1 or December 1 or as of such Regular Record Date, as the case may be; and 

(b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Issuer of any such request, a list
of similar form and content as of a date not more than 15 days prior to the time such list is furnished; 
 provided, however, that so
long as the Trustee is the Security Registrar with respect to Securities of any series, no such lists need be furnished. 
 SECTION 7.02. Preservation of
Information; Communications to Holders.  
 (a) 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 7.01 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 7.01 upon receipt of a new list so furnished. 
 (b) 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 duties of the Trustee shall be provided by the Trust Indenture Act. 

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

SECTION 7.03. Reports by Trustee to Holders. 

Within 60 days after each May 1 beginning with the May 1 following the date of this Indenture, and for so long as Securities
remain Outstanding, the Trustee shall (at the expense of the Issuer) mail to the Holders of the Securities a brief report dated as of such May 1 that complies with Section 313(a) of the Trust Indenture Act (but if no event described in
Section 313(a) of the Trust Indenture Act has occurred within the twelve months preceding such May 1, no report need be transmitted). The Trustee also shall comply with Section 313(b)(2) of the Trust Indenture Act. The Trustee shall
also transmit by mail all reports as required by Section 313(c) of the Trust Indenture Act. 
 A copy of each report at the time of its
mailing to the Holders of Securities shall be mailed to the Issuer and filed with the Commission and each stock exchange on which the Securities are listed, if any, in accordance with Section 313(d) of the Trust Indenture Act. The Issuer shall
promptly notify the Trustee in writing when the Securities are listed on any stock exchange or delisting thereof. 

  
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 ARTICLE EIGHT 

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 

SECTION 8.01. Merger, Consolidation, etc. Only on Certain Terms.  

Neither the Issuer nor any of the Guarantors shall consolidate with or merge into any other Person or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, unless: 
 (1) if the Issuer or such Guarantor, as the case may be, shall consolidate
with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Issuer or such Guarantor, as the case may be, is merged or
the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer or such Guarantor, as the case may be, substantially as an entirety shall (i) in the case of the Issuer or any Guarantor that is not
Willis North America Inc., be a Person organized and existing under the laws of any United States jurisdiction, any state thereof, England and Wales, Ireland, the Netherlands, Bermuda or any country that is a member of the European Monetary Union,
or (ii) in the case of Willis North America Inc., be a Person organized and existing under the laws of any United States jurisdiction and any state thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer or any of the Guarantors, as the case may be, under this Indenture and the Securities and immediately after such transaction no Event of
Default shall have happened or be continuing; and 
 (2) the Issuer or such Guarantor, as the case may be, has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that (a) such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture
comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with and (b) in the case of a consolidation with or merger by the Parent Guarantor into a Person organized other than
under the laws of Ireland or the conveyance, transfer or lease by the Parent Guarantor of its properties and assets substantially as an entirety to a Person organized other than under the laws of Ireland, Holders will not recognize income, gain or
loss for U.S. Federal income tax purposes as a result of such consolidation, merger, conveyance, transfer or lease and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same time as would have been the
case if such consolidation, merger, conveyance, transfer or lease had not occurred. 
 SECTION 8.02. Successor Corporation Substituted.  

Upon any consolidation by the Issuer or any of the Guarantors, as the case may be, with or merger by the Issuer or such Guarantor into any
other Person or any conveyance, transfer or lease of the properties and assets of the Issuer or such Guarantor substantially as an entirety in accordance with Section 8.01, the successor Person formed by such consolidation or into which the
Issuer or such Guarantor is merged or to which such conveyance, transfer or lease is made 

  
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shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor, as the case may be, under this Indenture with the same effect as if such
successor Person had been named as the Issuer or such Guarantor herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. 

ARTICLE NINE 

SUPPLEMENTAL INDENTURES 
 SECTION 9.01.
Supplemental Indentures without Consent of Holders.  
 Without the consent of any Holders, the Issuer and each Guarantor,
when authorized by a Board Resolution, in the case of the Issuer, and a resolution of the Board of Directors of such Guarantor or a committee thereof in the case of such Guarantor (which shall be certified in the same manner as a Board Resolution),
and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 

(1) to evidence the succession of another Person to the Issuer or any Guarantor and the assumption by any such successor of the covenants of
the Issuer or any Guarantor herein and in the Securities (pursuant to Article Eight, if applicable); or 
 (2) to add to the covenants
of the Issuer or any Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely
for the benefit of such series) or to surrender any right or power herein conferred upon the Issuer or any Guarantor; or 
 (3) to add any
additional Events of Default (and if such Events of Default are to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included solely to be applicable to such series); or 

(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to Principal, and with or without interest coupons, or to provide for uncertificated Securities (so long as any “registration-required obligation” within the meaning of
section 163(f)(2) of the Internal Revenue Code of 1986, as amended, is in registered form for purposes of such section); or 
 (5) to
change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture
which is entitled to the benefit of such provision; or 
 (6) to secure the Securities; or 

  
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 (7) to establish the form or terms of Securities of any series as permitted by Sections 2.01
and 3.01; or 
 (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 6.11(b); or 
 (9) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any
other provision herein, to eliminate any conflict between the terms hereof and the Trust Indenture Act or to make any other provision with respect to matters or questions arising under this Indenture, provided such action shall not adversely
affect the interests of the Holders of Securities of any series in any material respect. 
 SECTION 9.02. Supplemental Indentures with Consent of
Holders. 
 With the consent of the Holders of not less than a majority in Principal Amount of the Outstanding Securities of each series
affected by such supplemental indenture, by Act of said Holders delivered to the Issuer and the Trustee, the Issuer and each Guarantor each, when authorized by a Board Resolution, in the case of the Issuer, and a resolution of the Board of Directors
of such Guarantor or a committee thereof in the case of such Guarantor (which shall be certified in the same manner as a Board Resolution), and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any
provision 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, that no such
supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, 
 (1) change the Stated
Maturity of the Principal of, or any installment of principal of or interest on, any Security, or reduce the Principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the
Principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or adversely affect any right of repayment at the option of the Holder of any
Security, or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date), in each case other than the amendment or waiver in accordance with the terms of this Indenture of any covenant or related definition included pursuant to Section 3.01 that provides for
an offer to repurchase any Securities of a series upon a sale of assets or change of control transaction, or 
 (2) reduce the percentage in
Principal Amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or 
 (3) modify any of the provisions of
this Section, Section 5.13 or Section 10.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby. 

  
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 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 the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 

SECTION 9.03. Execution of Supplemental Indentures. 

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall receive, and shall be fully protected in relying upon, in addition to the documents required by Section 1.02 hereof, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture and is the legal, valid and binding obligation of the Issuer and the Guarantors. The Trustee in its sole discretion may, but shall not be obligated to, enter into any such
supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 
 SECTION 9.04.
Effect of Supplemental Indentures. 
 Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 

SECTION 9.05. Conformity with Trust Indenture Act.  

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

 SECTION 9.06. Reference in Securities to Supplemental Indentures.  

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

  
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 SECTION 9.07. Notice of Supplemental Indenture.  

Promptly after the execution by the Issuer, each Guarantor and the Trustee of any supplemental indenture pursuant to Section 9.02, the
Issuer shall transmit, in the manner and to the extent provided in Section 1.05, to all Holders of any series of the Securities affected thereby, a notice setting forth in general terms the substance of such supplemental indenture. The
failure to give such notice to all Holders of Securities of such series, or any defect therein, shall not impair or affect the validity of such supplemental indenture. 

ARTICLE TEN 
 COVENANTS

 SECTION 10.01. Payment of Principal, Premium and Interest.  

The Issuer covenants and agrees for the benefit of the Holders of Securities of each series that it will duly and punctually pay the Principal
of (and premium, if any) and interest, if any, on the Securities of that series in accordance with the terms of the Securities of that series and this Indenture. Principal, premium, if any, and interest shall be considered paid on the date due if
the Paying Agent, if other than the Issuer or the Parent or one of its Subsidiaries, holds as of 10:00 a.m. New York City time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due. The Issuer shall be responsible for making calculations called for under the Securities, including but not limited to determination of redemption price, premium, if any, and any additional amounts
or other amounts payable on the Notes. The Issuer will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Issuer will provide a schedule of its calculations to the Trustee
when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Issuer’s calculations without independent verification. 

SECTION 10.02. Maintenance of Office or Agency.  

The Issuer will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be
surrendered for registration of transfer and exchange, where notices and demands to or upon the Issuer in respect of the Securities of that series and this Indenture may be served and where the Securities may be presented for payment. The Issuer
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 Issuer 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 the Issuer hereby appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands. 
 The Issuer 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 Issuer of its
obligation to maintain an 

  
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office or agency in each Place of Payment for Securities of any series for such purposes. The Issuer 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. 
 SECTION 10.03. Money for Securities Payments to Be Held in Trust.  

If the Issuer or any Guarantor shall at any time act as Paying Agent with respect to any series of Securities, it will, on or before each due
date of the Principal of (and premium, if any) or interest, if any, on the Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the Principal (and premium, if any)
or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee in writing of its action or failure so to act or of any failure by the Issuer (or by any other
obligor on the Securities of that series) to make any payment of the Principal of (and premium, if any) or interest, if any, on the Securities of such series when the same shall be due and payable. 

Whenever the Issuer shall have one or more Paying Agents for any series of Securities, it will, at or prior to the opening of business on each
due date of the Principal of (and premium, if any) or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the Principal (and premium, if any) or interest, if any, so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such Principal (and premium, if any) or interest, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee in writing of its action or failure so to act. 

If the Issuer shall appoint a Paying Agent other than the Trustee for any series of Securities, it will cause such Paying Agent to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: 

(1) hold all sums held by it for the payment of the Principal of (and premium, if any) or interest, if any, on the Securities of that series
in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 

(2) give the Trustee written notice of any default by the Issuer or any Guarantor (or any other obligor upon the Securities of that series) in
the making of any payment of Principal (and premium, if any) or interest, if any, on the Securities of that series; and 
 (3) at any time
during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. 

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge with respect to one or more or all series of
Securities hereunder or for any other reason, pay or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust for any such series by the Issuer, any Guarantor 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 Issuer, any Guarantor 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. 

  
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 Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer in trust for
the payment of the Principal of (and premium, if any) or interest on any Security of any series and remaining unclaimed for two years after such Principal (and premium, if any) or interest has become due and payable shall be paid to the Issuer or
any Guarantor on Issuer Request subject to applicable abandoned property and escheat law, or (if then held by the Issuer or any Guarantor) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Issuer or any Guarantor for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or any Guarantor as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once a week for two consecutive weeks (in each case on any day of
the week) in an Authorized Newspaper notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Issuer. 
 SECTION 10.04. Corporate Existence.  

Subject to Article Eight, the Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its
corporate existence.
 SECTION 10.05. Payment of Taxes and Other Claims. 

The Issuer will, and will cause each Significant Subsidiary to, pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Issuer or any such Significant Subsidiary or upon the income, profits or property of the Issuer or any such Significant Subsidiary, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Issuer or any such Significant Subsidiary; provided, however, that none of the Issuer nor any Significant Subsidiary shall be required to
pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

SECTION 10.06. Maintenance of Properties. 

The Issuer will cause all its properties used or useful in the conduct of its business to be maintained and kept in reasonably good condition,
repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Issuer may be necessary so that the
business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section shall prevent the Issuer from discontinuing the operation or maintenance of any of its properties if such
discontinuance is, in the judgment of the Issuer desirable in the conduct of its business and not disadvantageous in any material respect to the Holders of the Securities of any series.

  
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 SECTION 10.07. Waiver of Certain Covenants. 

The Issuer may omit in any particular instance to comply with any term, provision or condition set forth in Sections 10.04, 10.05 and 10.06 or
established pursuant to Section 3.01 or 9.01, with respect to the Securities of any series, if before the time for such compliance the Holders of at least a majority in 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 Issuer and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 

SECTION 10.08. Statement by Officers as to Default. 

The Issuer will, within 90 days after the close of each fiscal year, commencing with the first fiscal year ending after the issuance of
Securities of any series under this Indenture, file with the Trustee a certificate of the principal executive officer, the principal financial officer or the principal accounting officer of the Issuer, covering the period from the date of issuance
of such Securities to the end of the fiscal year in which such Securities were issued, in the case of the first such certificate, and covering the preceding fiscal year in the case of each subsequent certificate, and stating whether or not, to the
knowledge of the signer, the Issuer has complied with all conditions and covenants on its part contained in this Indenture, and, if the signer has obtained knowledge of any default by the Issuer in the performance, observance or fulfillment of any
such condition or covenant, specifying each such default and the nature thereof. For the purpose of this Section 10.08, compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this
Indenture.
 SECTION 10.09. Reports by Parent Guarantor.  

Parent Guarantor shall: 
 (1)
file with the Trustee, within 15 days after the Parent Guarantor is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the
foregoing as the Commission may from time to time by rules and regulations prescribe) which the Parent Guarantor may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934;
or, if the Parent Guarantor is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time
by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and regulations; 
 (2) file with the Trustee and the Commission,
in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Parent Guarantor with the conditions and covenants of this Indenture as may
be required from time to time by such rules and regulations; and 
 (3) transmit by mail to all Holders, as their names and addresses appear
in the Security Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Parent Guarantor pursuant to paragraphs (1) and (2) of this
Section as may be required by rules and regulations prescribed from time to time by the Commission. 

  
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 Delivery of such reports, information and documents to the Trustee is for informational purposes
only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s or the Parent Guarantor’s compliance with
any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 
 SECTION 10.10. Further
Assurances. 
 From time to time whenever reasonably demanded by the Trustee, the Issuer and each Guarantor will make, execute and
deliver or cause to be made, executed and delivered any and all such further and other instruments and assurances as may be reasonably necessary or proper to carry out the intention or facilitate the performance of the terms of this Indenture.

ARTICLE ELEVEN 

REDEMPTION OF SECURITIES 
 SECTION 11.01.
Applicability of Article.  
 Securities of any series which are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article. 

SECTION 11.02. Election to Redeem; Notice to Trustee.  

The election of the Issuer to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the
Issuer of all or less than all the Securities of any series, the Issuer shall, at least 45 days prior to the Redemption Date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the Principal Amount of Securities of such series to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere
in this Indenture, the Issuer shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction. 
 SECTION 11.03.
Selection by Trustee of Securities to Be Redeemed.  
 If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by


  
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such method as the Trustee shall deem fair and appropriate and in accordance with the Depositary’s procedures and which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral multiple thereof) of the Principal Amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series;
provided, however, that Securities of such series registered in the name of the Issuer shall be excluded from any such selection for redemption until all Securities of such series not so registered shall have been previously selected
for redemption. 
 The Trustee shall promptly notify the Issuer in writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the Principal Amount thereof to be redeemed. 
 For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any 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. 
 SECTION 11.04. Notice of Redemption.  

Notice of redemption shall be given not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to
be redeemed. 
 All notices of redemption shall identify the Securities to be redeemed (including CUSIP numbers) and shall state: 

(1) the Redemption Date, 
 (2)
the Redemption Price, or if not then ascertainable, the manner of calculation thereof, 
 (3) if less than all the Outstanding Securities of
any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed, 

(4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable,
that interest thereon will cease to accrue on and after said date, 
 (5) that interest, if any, accrued to the date fixed for redemption
will be paid as specified in said notice, 
 (6) the place or places where such Securities are to be surrendered for payment of the
Redemption Price, and 
 (7) that the redemption is for a sinking fund, if such is the case. 

  
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 Notice of redemption of Securities to be redeemed at the election of the Issuer shall be given by
the Issuer or, at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer. 
 SECTION 11.05. Deposit of Redemption
Price.  
 On or prior to 10 a.m. New York City time, on any Redemption Date, the Issuer shall deposit with the Trustee or
with a Paying Agent (or, if the Issuer or any Guarantor is acting as Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall
be an Interest Payment Date) accrued interest to but excluding the Redemption Date, all the Securities which are to be redeemed on that date. 
 SECTION
11.06. Securities Payable on Redemption Date.  
 Notice of redemption having been given as aforesaid, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Issuer 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 Issuer at the Redemption Price, together with accrued interest to but excluding the Redemption Date;
provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the provisions of Section 3.07. 
 If any 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. 

SECTION 11.07. Securities Redeemed in Part.  

Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Issuer or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Issuer shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series, of any authorized denomination as requested by such Holder, in aggregate Principal Amount equal to and in exchange
for the unredeemed portion of the Principal of the security so surrendered. Securities in denominations larger than the minimum authorized denomination therefor may be redeemed in part, but only in whole multiples of $1,000. 

SECTION 11.08. Securities No Longer Outstanding After Notice to Trustee and Deposit of Cash.  

If the Issuer, having given notice to the Trustee as provided in Section 11.02, shall have deposited with the Trustee or a Paying Agent,
for the benefit of the Holders of any Securities of 

  
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any series or portions thereof called for redemption in whole or in part cash or other form of payment if permitted by the terms of such Securities, in the amount necessary so to redeem all such
Securities or portions thereof on the Redemption Date and provision satisfactory to the Trustee shall have been made for the giving of notice of such redemption, such Securities or portions thereof, shall thereupon, for all purposes of this
Indenture, be deemed to be no longer Outstanding, and the Holders thereof shall be entitled to no rights thereunder or hereunder, except the right to receive payment of the Redemption Price, together with interest accrued to but excluding the
Redemption Date, on or after the Redemption Date of such Securities or portions thereof. 
 ARTICLE TWELVE 

SINKING FUNDS 
 SECTION 12.01.
Applicability of Article.  
 The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section 3.01 for Securities of such series. 
 The minimum
amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities
of any series is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02.
Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. 

SECTION 12.02. Satisfaction of Sinking Fund Payments with Securities.  

The Issuer (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 Issuer 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 the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that
such Securities have not been previously so credited pursuant to the terms of such Securities. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 
 SECTION 12.03. Redemption of Securities for
Sinking Fund.  
 Not less than 45 days prior to each sinking fund payment date for any series of Securities, the Issuer
will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion thereof, if any, which 

  
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is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.02 and the basis for such credit and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Issuer in the manner provided in Section 12.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated
in Sections 11.06 and 11.07. 
 ARTICLE THIRTEEN 

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, SHAREHOLDERS, 

OFFICERS AND DIRECTORS 
 SECTION 13.01.
Exemption from Individual Liability.  
 No recourse under or upon any obligation, covenant or agreement of this Indenture, or
of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, shareholder, officer or director, as such, past, present or future, of the Issuer, any Guarantor or of any successor
Person, either directly or through the Issuer or any Guarantor, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate obligations of the Issuer or any Guarantor, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, shareholders, officers or
directors, as such, of the Issuer, any Guarantor or of any successor Person, or any of them, because of the creation of the Indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom; and that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator,
stockholder, shareholder, officer or director, as such, because of the creation of the Indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or
implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of the Securities. 

ARTICLE FOURTEEN 

MEETINGS OF HOLDERS OF SECURITIES 

SECTION 14.01. Purposes of Meetings.  

A meeting of Holders of Securities of all or any series may be called at any time and from time to time pursuant to the provisions of this
Article for any of the following purposes: 
 (1) to give any notice to the Issuer, any Guarantor or to the Trustee, or to give any
directions to the Trustee, or to waive any default hereunder and its consequences, or to take any other action authorized to be taken by the Holders of Securities pursuant to any of the provisions of Article Five; 

  
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 (2) to remove the Trustee and appoint a successor Trustee pursuant to the provisions of
Article Six; 
 (3) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of
Section 9.02; or 
 (4) to take any other action authorized to be taken by or on behalf of the Holders of any specified percentage in
aggregate Principal Amount of the Securities of all or any series, as the case may be, under any other provision of this Indenture or under applicable law. 

SECTION 14.02. Call of Meetings by Trustee.  

The Trustee may at any time at the expense of the Issuer call a meeting of Holders of Securities of all or any series to take any action
specified in Section 14.01, to be held at such time and at such place in the Borough of Manhattan, The City of New York, as the Trustee shall determine. Notice of every meeting of the Holders of Securities of all or any series, setting forth
the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given to all Holders of Securities of each series that may be affected by the action proposed to be taken at such meeting by
publication at least twice in an Authorized Newspaper prior to the date fixed for the meeting, the first publication to be not less than 20 nor more than 180 days prior to the date fixed for the meeting, and the last publication to be not more
than five days prior to the date fixed for the meeting, or such notice may be given to Holders by mailing the same by first class mail, postage prepaid, to the Holders of Securities at the time Outstanding, at their addresses as they shall appear in
the Security Register, not less than 20 nor more than 60 days prior to the date fixed for the meeting. Failure to receive such notice or any defect therein shall in no case affect the validity of any action taken at such meeting. Any meeting of
Holders of Securities of all or any series shall be valid without notice if the Holders of all such Securities Outstanding, the Issuer and the Trustee are present in person or by proxy or shall have waived notice thereof before or after the meeting.

 SECTION 14.03. Call of Meetings by Issuer or Holders.  

In case at any time the Issuer or the Parent Guarantor, in each case by Board Resolution, or the Holders of at least 10% in aggregate
Principal Amount of the Securities then Outstanding of each series that may be affected by the action proposed to be taken at the meeting shall have requested the Trustee at the expense of the Issuer to call a meeting of Holders of Securities of all
series that may be so affected to take any action authorized in Section 14.01 by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed or made the first
publication of the notice of such meeting within 30 days after receipt of such request, then the Issuer or the Holders in the amount above specified may determine the time and the place in the Borough of Manhattan, The City of New York for such
meeting and may call such meeting by mailing or publishing notice thereof as provided in Section 14.02. 

  
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 SECTION 14.04. Qualification for Voting.  

To be entitled to vote at any meeting of Holders a Person shall (a) be a Holder of one or more Securities of a series affected by the
action proposed to be taken, or (b) be a Person appointed by an instrument in writing as proxy by the Holder of one or more such Securities. The right of Holders to have their votes counted shall be subject to the proviso in the definition of
“Outstanding” in Section 1.01. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and
its counsel and any representatives of the Issuer and its counsel. 
 SECTION 14.05. Quorum; Adjourned Meetings.  

At any meeting of Holders, the presence of Persons holding or representing Securities in an aggregate Principal Amount sufficient to take
action on the business for the transaction of which such meeting was called shall be necessary to constitute a quorum. No business shall be transacted in the absence of a quorum unless a quorum is represented when the meeting is called to order. In
the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of the Holders of Securities (as provided in Section 14.03), be dissolved. In any other case the Persons holding
or representing a majority in aggregate Principal Amount of the Securities represented at the meeting may adjourn such a meeting for a period of not less than 10 days with the same effect, for all intents and purposes, as though a quorum had
been present. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be similarly further adjourned for a period of not less than 10 days. Notice of the reconvening of any adjourned meeting shall be given as
provided in Section 14.02 except that, in the case of publication, such notice need be published only once but must be given not less than five days prior to the date on which the meeting is scheduled to be reconvened, and in the case of
mailing, such notice may be mailed not less than five days prior to such date. 
 Any Holder of a Security who has executed an instrument in
writing complying with the provisions of Section 1.04 shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided, however, that such Holder shall be considered as present or voting
only with respect to the matters covered by such instrument in writing. 
 Any resolution passed or decision taken at any meeting of the
Holders of Securities of any series duly held in accordance with this Section shall be binding on all Holders of such series of Securities whether or not present or represented at the meeting. 

SECTION 14.06. Regulations.  

Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. 

  
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 The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting,
unless the meeting shall have been called by the Issuer or by Holders of Securities as provided in Section 14.03, in which case the Issuer or the Holders of Securities calling the meeting, as the case may be, shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in Principal Amount of the Securities represented at the meeting. 

At any meeting each Holder of a Security of a series entitled to vote at such meeting, or proxy therefor, shall be entitled to one vote for
each $1,000 Principal Amount (in the case of Original Issue Discount Securities, such Principal Amount to be determined as provided in the definition of “Outstanding”) of Securities of such series held or represented by him;
provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no
right to vote except as a Holder of Securities of such series or proxy therefor. Any meeting of Holders of Securities duly called pursuant to the provisions of Section 14.02 or 14.03 at which a quorum is present may be adjourned from time to
time, and the meeting may be held as so adjourned without further notice. 
 SECTION 14.07. Voting Procedure.  

The vote upon any resolution submitted to any meeting of Holders shall be by written ballot on which shall be subscribed the signatures of the
Holders of Securities entitled to vote at such meeting, or proxies therefor, and on which shall be inscribed an identifying number or numbers or to which shall be attached a list of identifying numbers of the Securities so held or represented by
them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders of Securities shall be prepared by the secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed or published as
provided in Section 14.02 and, if applicable, Section 14.05. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Issuer and the other to the
Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. 
 Any record so signed and
verified shall be conclusive evidence of the matters therein stated. 
 SECTION 14.08. Written Consent in Lieu of Meetings.  

The written authorization or consent by the Holders of the requisite percentage in aggregate Principal Amount of Securities of any series
herein provided, entitled to vote at any such meeting, evidenced as provided in Section 1.04 and filed with the Trustee, shall be effective in lieu of a meeting of the Holders of Securities of such series, with respect to any matter provided
for in this Article Fourteen. 

  
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 SECTION 14.09. No Delay of Rights by Meeting.  

Nothing contained in this Article shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders of
Securities of any or all series or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or the Holders of Securities of any
or all such series under any provisions of this Indenture or the Securities. 
 ARTICLE FIFTEEN 

GUARANTEE OF SECURITIES 
 SECTION 15.01.
Guarantee  
 Except as otherwise set forth in a Board Resolution, Officers’ Certificate or supplemental indenture
establishing a series of Securities and subject to the provisions of this Article Fifteen, each Guarantor hereby jointly and severally unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to each Holder
and to the Trustee and its successors and assigns (a) the full and punctual payment of Principal of and interest on the Securities when due, whether on the Stated Maturity, by acceleration, by redemption or otherwise; and all other monetary
Obligations of the Issuer under this Indenture (including all obligations of the Issuer to the Trustee under this Indenture) and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations
of the Issuer whether for expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the
Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article Fifteen notwithstanding any extension or
renewal of any Guaranteed Obligation. 
 Each Guarantor waives (to the extent that it may lawfully do so) (a) presentation to, demand
of, payment from and protest to the Issuer of any of the Guaranteed Obligations, (b) notice of protest for nonpayment and (c) notice of any default under Securities of any series or the Guaranteed Obligations. The obligations of each
Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities of any series
or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities of any series or any other
agreement relating to this Indenture or the Securities; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Holder or the Trustee to exercise any right or
remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 15.02(b). 

Each Guarantor hereby waives (to the extent that it may lawfully do so) (x) any right to which it may be entitled to have its obligations
hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed, (y) any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of


  
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the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder and (z) any right to which it may be entitled to
require that the Issuer be sued prior to an action being initiated against such Guarantor. 
 Each Guarantor further agrees that its
Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives (to the extent that it may lawfully do so) any right to require that any resort be had by any Holder or the
Trustee to any security held for payment of the Guaranteed Obligations. 
 Except as expressly set forth in Article Four and Section 15.02,
the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any
defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of
each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities of any series or any other
agreement relating to this Indenture or the Securities, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to
do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. 

Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each
Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of Principal of or interest on any Guaranteed Obligation is rescinded or must
otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. 
 In furtherance of
the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the Principal of or interest on any Guaranteed Obligation
when and as the same shall become due, whether at Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid Principal Amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed
Obligations (but only to the extent not prohibited by law) and (iii) all other monetary obligations of the Issuer to the Holders and the Trustee. 

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed
Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the Maturity of the Guaranteed
Obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of 

  
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any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event
of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this
Section 15.01. 
 Each Guarantor also agrees to pay any and all fees, costs and expenses (including reasonable attorneys’ fees and
expenses and fees and expenses of agents) incurred by the Trustee or any Holder in enforcing any rights under this Section 15.01. 
 SECTION 15.02.
Limitation on Liability.  
 (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum,
aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. 
 (b) Notwithstanding
anything contrary in this Section 15, the guarantees, obligations, liabilities and undertakings hereunder of any Guarantor incorporated under the laws of Ireland shall be deemed to be undertaken or incurred to the fullest extent permitted by law,
except where the same would constitute unlawful financial assistance prohibited by Section 82 of the Companies Act 2014 of Ireland. 
 (c)
This Guarantee as to any Guarantor (other than the Parent Guarantor) shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations under this Article Fifteen and Section 8.02
upon (i) the merger or consolidation of such Guarantor with or into any Person other than the Issuer or a Subsidiary or Affiliate of the Issuer where such Guarantor is not the surviving entity of such consolidation or merger or (ii) the
sale, exchange or transfer to any Person not an Affiliate of the Issuer of all the Capital Stock in, or all or substantially all the assets of, such Guarantor; provided however, that in the case of (i) and (ii) above, such merger,
consolidation, sale, exchange or transfer is made in accordance with Section 8.01 and the successor Person or transferee has assumed all of the obligations of such Guarantor under this Indenture and the Securities. This Guarantee also shall be
automatically released upon the release or discharge of the Indebtedness that results in the creation of such Guarantee, as the case may be. If the Guarantee of any Guarantor is deemed to be released or is automatically released, the Issuer shall
deliver to the Trustee an Officers’ Certificate stating the identity of the released Guarantor, the basis for release in reasonable detail, and that such release complies with this Indenture. At the request of the Issuer, and upon delivery to
the Trustee of an Officers’ Certificate and an Opinion of Counsel that a Guarantor has been released and that execution by the Trustee of an appropriate instrument evidencing the release of such Guarantor from its Subsidiary Guarantee complies
with this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such release. 

  
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 SECTION 15.03. Benefits Acknowledged. 

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture
and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits. 
 SECTION 15.04.
Successors and Assigns.  
 This Article Fifteen shall be binding upon each Guarantor and its successors and assigns and
shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and
in the Securities of any series shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture. 

SECTION 15.05. No Waiver.  

Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this
Article Fifteen shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein
expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article Fifteen at law, in equity, by statute or otherwise. 

SECTION 15.06. Modification.  
 No
modification, amendment or waiver of any provision of this Article Fifteen, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then
such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same,
similar or other circumstances. 
 ARTICLE SIXTEEN 

MISCELLANEOUS 
 SECTION 16.01.
Counterparts.  
 This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to
be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery
of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

WELLS FARGO BANK, NATIONAL ASSOCIATION, hereby accepts its duties under this Indenture declared and provided, upon the terms and conditions
hereinabove set forth. 

  
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 SIGNATURES 

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

 

					
	WILLIS NORTH AMERICA INC.
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
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	SIGNED AND DELIVERED FOR AND ON BEHALF OF AND AS THE DEED OF WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
	
	BY ITS LAWFULLY APPOINTED ATTORNEY
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	Attorney
	
	IN THE PRESENCE OF:-
	
	  

	
	(Witness’ Signature)
	
	  

	
	(Witness’ Address)
	
	  

	
	(Witness’ Occupation)
	
	SIGNED AND DELIVERED FOR AND ON BEHALF OF AND AS THE DEED OF WILLIS TOWERS WATSON SUB HOLDINGS LIMITED
	
	BY ITS LAWFULLY APPOINTED ATTORNEY
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	Attorney
	
	IN THE PRESENCE OF:-
	
	  

	
	(Witness’ Signature)
	
	  

	
	(Witness’ Address)
	
	  

	
	 (Witness’ Occupation)




  
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	WILLIS NETHERLANDS HOLDINGS, B.V.
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	WILLIS INVESTMENT UK HOLDINGS LIMITED
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	TA I LIMITED
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	WTW BERMUDA HOLDINGS LTD.
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	TRINITY ACQUISITION PLC
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	WILLIS GROUP LIMITED
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
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