EX-4.1




 Exhibit 4.1 

GE HEALTHCARE HOLDING LLC, 
 as
Issuer 
 and 
 THE BANK OF NEW
YORK MELLON 
 Trustee 

INDENTURE 
 Dated as of
November 22, 2022 











 CERTAIN SECTIONS OF THIS INDENTURE RELATING TO 

SECTIONS 310 THROUGH 318, 

INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939: 
  

					
	 TRUST INDENTURE
	  	INDENTURE SECTION(S)
	 ACT SECTION
	  	
	 Section 310
	 	(a)(1)	  	609
	 	 	(a)(2)	  	609
	 	 	(a)(3)	  	Not Applicable
	 	 	(a)(4)	  	Not Applicable
	 	 	(b)	  	608, 610
	 Section 311
	 	(a)	  	613
	 	 	(b)	  	613
	 Section 312
	 	(a)	  	701, 702
	 	 	(b)	  	702
	 	 	(c)	  	702
	 Section 313
	 	(a)	  	703
	 	 	(b)	  	703
	 	 	(c)	  	703
	 	 	(d)	  	703
	 Section 314
	 	(a)	  	704
	 	 	(a)(4)	  	101, 1004
	 	 	(b)	  	Not Applicable
	 	 	(c)(1)	  	102
	 	 	(c)(2)	  	102
	 	 	(c)(3)	  	Not Applicable
	 	 	(d)	  	Not Applicable
	 	 	(e)	  	102
	 Section 315
	 	(a)	  	601
	 	 	(b)	  	602
	 	 	(c)	  	601
	 	 	(d)	  	601
	 	 	(e)	  	514
	 Section 316
	 	(a)	  	101
		 	 (a)(1)(A)
	  	502, 512
		 	 (a)(1)(B)
	  	513
	 	 	(a)(2)	  	Not Applicable
	 	 	(b)	  	508
	 	 	(c)	  	104
	 Section 317
	 	(a)(1)	  	503
	 	 	(a)(2)	  	504
	 	 	(b)	  	1003
	 Section 318
	 	(a)	  	107

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











 TABLE OF CONTENTS 

 

							
	 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	 	1	 
			
	 SECTION 101
	 	  Definitions	  	 	1	 
			
	 SECTION 102
	 	  Compliance Certificates and Opinions	  	 	8	 
			
	 SECTION 103
	 	  Form of Documents Delivered to Trustee	  	 	9	 
			
	 SECTION 104
	 	  Acts of Holders; Record Dates	  	 	9	 
			
	 SECTION 105
	 	  Notices, Etc. to Trustee and Company	  	 	11	 
			
	 SECTION 106
	 	  Notice to Holders; Waiver	  	 	12	 
			
	 SECTION 107
	 	  Conflict with Trust Indenture Act	  	 	13	 
			
	 SECTION 108
	 	  Effect of Headings and Table of Contents	  	 	13	 
			
	 SECTION 109
	 	  Successors and Assigns	  	 	13	 
			
	 SECTION 110
	 	  Separability Clause	  	 	13	 
			
	 SECTION 111
	 	  Benefits of Indenture	  	 	13	 
			
	 SECTION 112
	 	  Governing Law; Waiver of Trial by Jury; Submission to Jurisdiction	  	 	13	 
			
	 SECTION 113
	 	  Legal Holidays	  	 	14	 
			
	 SECTION 114
	 	  Counterparts	  	 	14	 
			
	 SECTION 115
	 	  Foreign Account Tax Compliance Act (FATCA)	  	 	14	 
			
	 SECTION 116
	 	  Patriot Act	  	 	14	 
		
	 ARTICLE TWO SECURITY FORMS
	  	 	15	 
			
	 SECTION 201
	 	  Forms Generally	  	 	15	 
			
	 SECTION 202
	 	  Form of Legend for Global Securities	  	 	15	 
			
	 SECTION 203
	 	  Form of Trustee’s Certificate of Authentication	  	 	16	 
		
	 ARTICLE THREE THE SECURITIES
	  	 	17	 
			
	 SECTION 301
	 	  Amount Unlimited; Issuable in Series	  	 	17	 
			
	 SECTION 302
	 	  Denominations	  	 	20	 
			
	 SECTION 303
	 	  Execution, Authentication, Delivery and Dating	  	 	20	 
			
	 SECTION 304
	 	  Temporary Securities	  	 	22	 
			
	 SECTION 305
	 	  Registration, Registration of Transfer and Exchange	  	 	23	 
			
	 SECTION 306
	 	  Mutilated, Destroyed, Lost and Stolen Securities	  	 	24	 
			
	 SECTION 307
	 	  Payment of Interest; Interest Rights Preserved; Optional Interest Reset	  	 	25	 
			
	 SECTION 308
	 	  Optional Extension of Maturity	  	 	28	 
			
	 SECTION 309
	 	  Persons Deemed Owners	  	 	29	 


  
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	 SECTION 310
	 	  Cancellation	  	 	29	 
			
	 SECTION 311
	 	  Computation of Interest; Usury Not Intended	  	 	29	 
			
	 SECTION 312
	 	  CUSIP or ISIN Numbers	  	 	30	 
		
	 ARTICLE FOUR SATISFACTION AND DISCHARGE
	  	 	30	 
			
	 SECTION 401
	 	  Satisfaction and Discharge of Indenture	  	 	30	 
			
	 SECTION 402
	 	  Application of Trust Money	  	 	31	 
		
	 ARTICLE FIVE REMEDIES
	  	 	32	 
			
	 SECTION 501
	 	  Events of Default	  	 	32	 
			
	 SECTION 502
	 	  Acceleration of Maturity; Rescission and Annulment	  	 	33	 
			
	 SECTION 503
	 	  Collection of Indebtedness and Suits for Enforcement by Trustee	  	 	34	 
			
	 SECTION 504
	 	  Trustee May File Proofs of Claim	  	 	35	 
			
	 SECTION 505
	 	  Trustee May Enforce Claims Without Possession of Securities	  	 	35	 
			
	 SECTION 506
	 	  Application of Money Collected	  	 	36	 
			
	 SECTION 507
	 	  Limitation on Suits	  	 	36	 
			
	 SECTION 508
	 	  Unconditional Right of Holders to Receive Principal, Premium and Interest	  	 	37	 
			
	 SECTION 509
	 	  Restoration of Rights and Remedies	  	 	37	 
			
	 SECTION 510
	 	  Rights and Remedies Cumulative	  	 	37	 
			
	 SECTION 511
	 	  Delay or Omission Not Waiver	  	 	37	 
			
	 SECTION 512
	 	  Control by Holders	  	 	37	 
			
	 SECTION 513
	 	  Waiver of Past Defaults	  	 	38	 
			
	 SECTION 514
	 	  Undertaking for Costs	  	 	38	 
			
	 SECTION 515
	 	  Waiver of Usury, Stay or Extension Laws	  	 	39	 
		
	 ARTICLE SIX THE TRUSTEE
	  	 	39	 
			
	 SECTION 601
	 	  Certain Duties and Responsibilities	  	 	39	 
			
	 SECTION 602
	 	  Notice of Defaults	  	 	39	 
			
	 SECTION 603
	 	  Certain Rights of Trustee	  	 	40	 
			
	 SECTION 604
	 	  Not Responsible for Recitals or Issuance of Securities	  	 	42	 
			
	 SECTION 605
	 	  May Hold Securities	  	 	42	 
			
	 SECTION 606
	 	  Money Held in Trust	  	 	42	 
			
	 SECTION 607
	 	  Compensation and Reimbursement	  	 	42	 
			
	 SECTION 608
	 	  Conflicting Interests	  	 	43	 
			
	 SECTION 609
	 	  Corporate Trustee Required; Eligibility	  	 	43	 
			
	 SECTION 610
	 	  Resignation and Removal; Appointment of Successor	  	 	44	 
			
	 SECTION 611
	 	  Acceptance of Appointment by Successor	  	 	45	 


  
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	 SECTION 612
	 	Merger, Conversion, Consolidation or Succession to Business	  	 	46	 
			
	 SECTION 613
	 	Preferential Collection of Claims Against Company	  	 	46	 
			
	 SECTION 614
	 	Appointment of Authenticating Agent	  	 	47	 
		
	 ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	  	 	49	 
			
	 SECTION 701
	 	Company to Furnish Trustee Names and Addresses of Holders	  	 	49	 
			
	 SECTION 702
	 	Preservation of Information; Communications to Holders	  	 	49	 
			
	 SECTION 703
	 	Reports by Trustee	  	 	49	 
			
	 SECTION 704
	 	Reports by Company	  	 	50	 
		
	 ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	  	 	50	 
			
	 SECTION 801
	 	Company May Consolidate, Etc., Only on Certain Terms.	  	 	50	 
			
	 SECTION 802
	 	Successor Substituted for the Company	  	 	51	 
		
	 ARTICLE NINE SUPPLEMENTAL INDENTURES
	  	 	51	 
			
	 SECTION 901
	 	Supplemental Indentures Without Consent of Holders	  	 	51	 
			
	 SECTION 902
	 	Supplemental Indentures With Consent of Holders	  	 	53	 
			
	 SECTION 903
	 	Execution of Supplemental Indentures	  	 	54	 
			
	 SECTION 904
	 	Effect of Supplemental Indentures	  	 	55	 
			
	 SECTION 905
	 	Conformity with Trust Indenture Act	  	 	55	 
			
	 SECTION 906
	 	Reference in Securities to Supplemental Indentures	  	 	55	 
		
	 ARTICLE TEN COVENANTS
	  	 	55	 
			
	 SECTION 1001
	 	Payment of Principal, Premium and Interest	  	 	55	 
			
	 SECTION 1002
	 	Maintenance of Office or Agency	  	 	55	 
			
	 SECTION 1003
	 	Money for Securities Payments to Be Held in Trust	  	 	56	 
			
	 SECTION 1004
	 	Statement by Officer as to Default	  	 	57	 
			
	 SECTION 1005
	 	Existence	  	 	57	 
			
	 SECTION 1006
	 	Waiver of Certain Covenants	  	 	57	 
		
	 ARTICLE ELEVEN REDEMPTION OF SECURITIES
	  	 	57	 
			
	 SECTION 1101
	 	Applicability of Article	  	 	57	 
			
	 SECTION 1102
	 	Election to Redeem; Notice to Trustee	  	 	57	 
			
	 SECTION 1103
	 	Selection of Securities to Be Redeemed	  	 	58	 
			
	 SECTION 1104
	 	Notice of Redemption	  	 	58	 
			
	 SECTION 1105
	 	Deposit of Redemption Price	  	 	60	 
			
	 SECTION 1106
	 	Securities Payable on Redemption Date	  	 	60	 
			
	 SECTION 1107
	 	Securities Redeemed in Part	  	 	60	 


  
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	 ARTICLE TWELVE SINKING FUNDS
	  	 	61	 
			
	 SECTION 1201
	 	Applicability of Article	  	 	61	 
			
	 SECTION 1202
	 	Satisfaction of Sinking Fund Payments with Securities	  	 	61	 
			
	 SECTION 1203
	 	Redemption of Securities for Sinking Fund	  	 	61	 
		
	 ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF THE HOLDERS
	  	 	62	 
			
	 SECTION 1301
	 	Applicability of Article	  	 	62	 
			
	 SECTION 1302
	 	Repayment of Securities	  	 	62	 
			
	 SECTION 1303
	 	Exercise of Option	  	 	62	 
			
	 SECTION 1304
	 	When Securities Presented for Repayment Become Due and Payable	  	 	63	 
			
	 SECTION 1305
	 	Securities Repaid in Part	  	 	63	 
		
	 ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE
	  	 	63	 
			
	 SECTION 1401
	 	Company’s Option to Effect Defeasance or Covenant Defeasance	  	 	63	 
			
	 SECTION 1402
	 	Defeasance and Discharge	  	 	64	 
			
	 SECTION 1403
	 	Covenant Defeasance	  	 	64	 
			
	 SECTION 1404
	 	Conditions to Defeasance or Covenant Defeasance	  	 	64	 
			
	 SECTION 1405
	 	Acknowledgment of Discharge By Trustee	  	 	66	 
			
	 SECTION 1406
	 	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	  	 	66	 
			
	 SECTION 1407
	 	Reinstatement	  	 	67	 
			
	 SECTION 1408
	 	Qualifying Trustee	  	 	67	 
		
	 ARTICLE FIFTEEN GUARANTEES
	  	 	68	 
			
	 SECTION 1501
	 	Guarantee	  	 	68	 
			
	 SECTION 1502
	 	Limitation on Guarantor Liability	  	 	69	 
			
	 SECTION 1503
	 	Execution and Delivery	  	 	70	 
			
	 SECTION 1504
	 	Subrogation	  	 	70	 
			
	 SECTION 1505
	 	Benefits Acknowledged	  	 	70	 
			
	 SECTION 1506
	 	Release of Guarantees	  	 	71	 
		
	ARTICLE SIXTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, MANAGERS, DIRECTORS AND EMPLOYEES	  	 	71	 
			
	 SECTION 1601
	 	Exemption from Individual Liability	  	 	71	 


  
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 INDENTURE (herein called this “Indenture”), dated as of November 22,
2022, between GE Healthcare Holding LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 500 W. Monroe Street, Chicago,
Illinois, and The Bank of New York Mellon, a New York banking corporation having an office in New York, New York, as Trustee (herein called the “Trustee”). 

RECITALS OF THE COMPANY 
 The
Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (herein called 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 Company, 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 equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows: 

ARTICLE ONE 

DEFINITIONS AND OTHER PROVISIONS 

OF GENERAL APPLICATION 
 
SECTION 101    Definitions. 
 For all purposes of this Indenture, except as otherwise expressly provided or
unless the context otherwise requires: 
 (1)    the terms defined in this Article One have the
meanings assigned to them in this Article One and include the plural as well as the singular; 

(2)    all other terms used herein which are defined in the Trust Indenture Act, either directly or by
reference therein, have the meanings assigned to them therein; 
 (3)    all accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States of America, and, except as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States of America at the date of such computation; provided, that when two or more
principles are so generally accepted, it shall mean that set of principles consistent with those in use by the Company; 











 (4)    unless the context otherwise requires, any
reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture; 

(5)    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; 

(6)    words importing any gender include the other genders; 

(7)    references to statutes are to be construed as including all statutory provisions consolidating,
amending or replacing the statute referred to; 
 (8)    references to “writing” include
printing, typing, lithography and other means of reproducing words in a tangible, visible form; 

(9)    the words “including,” “includes” and “include” shall be deemed to
be followed by the words “without limitation”; and 
 (10)    unless otherwise provided,
references to agreements and other instruments shall be deemed to include all amendments and other modifications to such agreements and instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of
this Indenture. 
 “Act,” when used with respect to any Holder, has the meaning specified in Section 104. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the
Trustee to authenticate Securities of one or more series. 
 “Authorized Person” means, in the case of the Company, any
Person delegated by any of the Chairman of its Board of Directors, its Chief Executive Officer, the Vice Chairman of its Board of Directors, its Chief Financial Officer, its General Counsel, its President, its Treasurer, or one of its Vice
Presidents to act on such Person’s behalf. 
 “Board of Directors” means either the board of managers or directors,
as applicable, of the Company or any duly authorized committee of that board. 
 “Board Resolution” means a copy of a
resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors, or such committee of the Board of Directors or officers of the Company to which authority to act on


  
 2 












 
behalf of the Board of Directors has been delegated, and to be in full force and effect on the date of such certification, and delivered to the Trustee. 

“Business Day,” when used with respect to 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 regulation to close. 

“Commission” means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act,
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. 

“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor
Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 

“Company Request” or “Company Order” mean, respectively, a written request or order signed in the name of
the Company by any manager of the Company, its President, a Treasurer, a Vice President, its Secretary, an Assistant Secretary or an Authorized Person, and delivered to the Trustee. 

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall
be principally administered, which office at the date hereof is located at 240 Greenwich Street, Floor 7E, New York, New York 10286. 

“Corporation” means a corporation, association, company, limited liability company, joint-stock company or business or
statutory trust. 
 “Covenant Defeasance” has the meaning specified in Section 1403. 

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

“Defeasance” has the meaning specified in Section 1402. 

“Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301. 

“Electronic Means” shall mean the following communications methods: e-mail,
facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection
with its services hereunder. 
 “Event of Default” has the meaning specified in Section 501. 

“Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from
time to time. 

  
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 “Exchange Rate” has the meaning specified in Section 501. 

“Expiration Date” has the meaning specified in Section 104. 

“Extension Notice” has the meaning specified in Section 308. 

“Extension Period” has the meaning specified in Section 308. 

“Final Maturity” has the meaning specified in Section 308. 

“Global Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth
in Section 202 (or such legend as may be specified as contemplated by Section 301 for such Securities). 

“Guarantee” with respect to Securities of any series which the Company shall determine will be guaranteed by another Person,
means the unconditional and unsubordinated guarantee by a Guarantor of the due and punctual payment of principal of and interest on a series of Securities when and as the same shall become due and payable, whether at the stated maturity, by
acceleration, call for redemption or otherwise in accordance with the terms of the Securities of such series and this Indenture. 

“Guarantor” shall mean, with respect to any series of Securities, any Person providing a Guarantee of such series of
Securities pursuant to Article Fifteen. 
 “Holder” means a Person in whose name a Security is registered in the Security
Register. 
 “Indenture” means this instrument as originally executed and as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by
Section 301. 
 “interest” when used with respect to 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. 
 “Investment Company Act” means
the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time. 

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

  
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 “Maximum Interest Rate” has the meaning specified in Section 311.

 “Notice of Default” means a written notice of the kind specified in Section 501(4). 

“Officer’s Certificate” means a certificate signed by any manager or director, as applicable, of the Company, the Chief
Financial Officer, the General Counsel, the President, a Treasurer, a Vice President, the Secretary, or an Assistant Secretary of the Company and delivered to the Trustee. 

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company or any of its Affiliates (and
who may be an employee of the Company or any of its respective Affiliates), and which opinion shall be acceptable to the Trustee. 

“Optional Reset Date” has the meaning specified in Section 307(b). 

“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 502. 
 “Original Stated
Maturity” has the meaning specified in Section 308. 
 “Outstanding” when used with respect to Securities,
means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: 

(1)    Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 

(2)    Securities for whose payment or redemption money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and irrevocably segregated in trust by the Company (if the Company 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; 

(3)    Securities as to which Defeasance has been effected pursuant to Section 1402; and 

(4)    Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a
bona fide purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or
taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be


  
 5 












 
deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to
Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or
determined as contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units 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 301, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and
(D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company 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, waiver or other action, only Securities which 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 Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor. 
 “Paying Agent” means any Person authorized by the
Company to pay the principal of or any premium or interest on any Securities on behalf of the Company. The Company initially authorizes and appoints the Trustee as the Paying Agent for each series of the Securities. 

“Periodic Offering” means an offering of Securities of a series from time to time the specific terms of which Securities,
including the rate or rates of interest or formula for determining the rate or rates of interest thereon, if any, the Stated Maturity or Maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the
Company upon the issuance of such Securities. 
 “Person” means any individual, corporation, partnership, joint venture,
trust, association, joint stock company, unincorporated organization, limited liability company, government or any agency or political subdivision thereof or any similar entity. 

“Place of Payment” when used with respect to the Securities of any series, means the place or places where the principal of
and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301. 

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt
as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security. 

  
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 “Redemption Date” when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture. 
 “Redemption Price” when used with respect to
any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. 
 “Regular Record
Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301. 

“Repayment Date” means, when used with respect to any Security to be repaid at the option of the Holder, the date fixed for
such repayment by or pursuant to this Indenture. 
 “Reset Notice” has the meaning specified in Section 307(b). 

“Responsible Officer,” when used with respect to The Bank of New York Mellon, as Trustee, means an officer in the Corporate
Trust Office thereof having direct responsibility for administration of this Indenture and, including any vice president, assistant vice president, assistant secretary, senior associate, associate, trust officer, or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above designated officers and, in each case, also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject. 
 “Securities” has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 
 “Securities
Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time. 

“Security Register” and “Security Registrar” have the respective meanings specified in Section 305.

 “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to
Section 307(a). 
 “Stated Maturity” when used with respect to any Security or any installment of principal thereof
or premium, if any, or interest thereon, means the date specified in such Security as the fixed date on which the principal of or premium, if any, on such Security or such installment of principal or interest is due and payable. 

“Subsequent Interest Period” has the meaning specified in Section 307(b). 

“Subsidiary” means a Corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by
the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of managers or


  
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directors, as applicable, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. 

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was
executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as
so amended. 
 “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. 

“U.S. Government Obligation” has the meaning specified in Section 1404. 

“Vice President” when used with respect to the Company, any Guarantor 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.” 
 “Yield to
Maturity” means the yield to maturity, computed at the time of issuance of a Security (or, if applicable, at the most recent redetermination of interest on such Security) and as set forth in such Security in accordance with generally
accepted United States bond yield computation principles. 
 SECTION
102    Compliance Certificates and Opinions. 
 Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an
Officer’s Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture, other than an
Officer’s Certificate required by Section 1004, 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, the individual has made or caused to be made such examination or investigation as is necessary to 

  
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enable such individual 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 103    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 may certify or give an opinion as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such officer’s certificate or opinion is
based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with
respect to such factual matters is in the possession of the Company, unless such 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 104    Acts of Holders; Record Dates. 

Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made 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; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. 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
(subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 104. 

The fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of


  
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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. 

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

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 Company in
reliance thereon, whether or not notation of such action is made upon such Security. 
 The Company may set any day as a record date for
the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by Holders of Securities of such series; provided, that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action,
whether or not such Holders remain Holders after such record date; provided, that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106. 

The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction
referred to in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided, that no such action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action 

  
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taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this
paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant
series in the manner set forth in Section 106. 
 With respect to any record date set pursuant to this Section 104, the party
hereto which sets such record dates may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided, that no such change shall be effective unless notice of
the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section 104, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. 

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

SECTION 105    Notices, Etc. to Trustee and Company. 

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with: 
 (1)    the Trustee by any Holder or by the Company
shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust; or 

(2)    the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if in writing and delivered, first-class postage prepaid, to the Company addressed to the attention of the President of the Company at the address of the Company’s principal office specified in the first paragraph of
this instrument or at any other address previously furnished in writing to the Trustee by the Company. 
 The Trustee shall have the right
to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and related financing documents and delivered using Electronic Means; provided, however, that the Company, as
applicable, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency
certificate shall be amended by the 

  
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Company, as applicable, whenever a person is to be added or deleted from the listing. If the Company, as applicable, elects to give the Trustee Instructions using Electronic Means and the Trustee
in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such
Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company
shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and
authorization codes, passwords and/or authentication keys upon receipt by the Company, as applicable. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and
compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions
to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the
various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company, as applicable; (iii) that the security procedures (if any) to be
followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any
compromise or unauthorized use of the security procedures. 
 Notwithstanding any other provision of the Indenture or any Note, where this
Indenture or any Note provides for notice of any event or any other communication (including any notice of redemption or repurchase) to a holder of a Global Note (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 accepted practices at the Depositary. 

SECTION 106    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 delivered, first-class postage prepaid or otherwise delivered in accordance with the procedures of DTC, Euroclear or Clearstream, as applicable, to each Holder affected by such event, at his address as it appears in the
Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by delivery, neither the failure to deliver such
notice, nor any defect in any notice so delivered, 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. 

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

SECTION 107    Conflict with Trust Indenture Act. 

If any provision of this Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such
Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case may be. 
 SECTION
108    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
109    Successors and Assigns. 
 All covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not. 
 SECTION 110    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 111    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 112    Governing Law; Waiver of Trial by Jury; Submission to Jurisdiction.

 THIS INDENTURE, THE SECURITIES AND ANY GUARANTEE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. 
 Each of the Company, the Trustee and the Holders by their acceptance of the
Notes 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. 

  
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 The Company hereby irrevocably submits to the jurisdiction of any New York State court
sitting in the Borough of Manhattan in the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Indenture and the Notes, and
irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts, and waives any objection it may have under law to such courts and jurisdiction as proper venue in connection with any
such suit, action or proceeding. 
 SECTION 113    Legal Holidays. 

In any case where any Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity of any Security shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section 113)) payment of
interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date,
Redemption Date, Repayment Date or at the Stated Maturity, and no additional interest shall accrue as the result of such delayed payment. 

SECTION 114    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. 
 SECTION
115    Foreign Account Tax Compliance Act (FATCA). 
 In order to comply with applicable tax laws, rules and
regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”), the Company agrees (i) to provide to The Bank of New York Mellon
sufficient information about holders or other applicable parties and/or transactions (including any modification to the terms of such transactions) so The Bank of New York Mellon can determine whether it has
tax-related obligations under Applicable Law, (ii) that The Bank of New York Mellon shall be entitled to make any withholding or deduction from payments under the Indenture to the extent necessary to
comply with Applicable Law for which The Bank of New York Mellon shall not have any liability, and (iii) to hold harmless The Bank of New York Mellon for any losses it may suffer due to the actions it takes to comply with such Applicable Law.
The terms of this section shall survive the termination of this Indenture. 
 SECTION
116    Patriot Act. 
 The parties hereto 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 

  
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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 201    Forms Generally. 
 The Securities of each series and the Trustee’s certificate of
authentication shall be in substantially such form as shall be established 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 (including, without limitation, any legends where applicable) as may be
required to comply with applicable tax laws or the rules of any securities exchange or automated quotation system on which the Securities of such series may be listed or traded or the rules of any Depositary therefor or as may, consistently
herewith, be determined to be appropriate by the officers executing such Securities, as evidenced by their execution thereof. If the form or forms of Securities of any series are established by action taken pursuant to a Board Resolution, a copy of
an appropriate record of such action shall be certified by an Authorized Person of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such
Securities. 
 The definitive Securities of each series shall be typewritten, printed, lithographed or engraved or produced by any
combination of these methods, or engraved on steel engraved borders, if required by any securities exchange or automated quotation system on which the Securities of such series may be listed or traded, or may be produced in any other manner
permitted by the rules of any securities exchange or automated quotation system on which the Securities of such series may be listed or traded, all as determined by the officers executing such Securities, as evidenced by their execution of such
Securities. 
 SECTION 202    Form of Legend for Global Securities. 

Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following form: 
 Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC” ), Euroclear SA/NV (“Euroclear”) or Clearstream Banking, S.A. (“Clearstream”), as applicable, to the Company or its
agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized representative of DTC), Euroclear or Clearstream, as applicable, ANY TRANSFER PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein. 

  
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 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE AND 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. 

SECTION 203    Form of Trustee’s Certificate of Authentication.

 The Trustee’s certificates of authentication shall be in substantially the following form: 

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

Date:                      

 

			
	THE BANK OF NEW YORK MELLON,
as Trustee
		
	By:	 	                                    
                        
		 	Authorized Signatory



  
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 ARTICLE THREE 

THE SECURITIES 
 
SECTION 301    Amount Unlimited; Issuable in Series. 
 The aggregate principal amount of Securities which
may be authenticated and delivered under this Indenture is unlimited. 
 The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officer’s Certificate or in a Company Order, 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 Securities of any other series); 
 (2)    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 304, 305, 306, 906, 1107 or 1305 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); provided, however, that
the authorized aggregate principal amount of such series may from time to time be increased above such amount by a Board Resolution to such effect; provided, further, that if such additional Securities are not fungible for U.S. federal
income tax purposes with the Securities of such series, such additional Securities shall have a different CUSIP number; 

(3)    the date or dates on which the principal of any Securities of the series is payable, or the method by which such
date or dates shall be determined or extended; 
 (4)    the rate or rates at which the Securities of the series shall
bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the Interest Payment Dates on which such
interest shall be payable and the Regular Record Date, if any, for the interest payable on any Interest Payment Date, or the method by which such date or dates shall be determined, and the basis upon which interest shall be calculated if other than
that of a 360-day year of twelve 30-day months, the right, if any, to extend or defer interest payments and the duration of such extension or deferral; 

(5)    the place or places where the principal of and any premium and interest on any Securities of the series shall be
payable, the place or places where the Securities of such series may be presented for registration of transfer or exchange, and the place or places where notices and demands to or upon the Company in respect of the Securities of such series may be
made; 
 (6)    the period or periods within or the date or dates on which, the price or prices at which and the term
and conditions upon which any Securities of the series may be 

  
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redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;

 (7)    the obligation or the right, if any, of the Company to redeem or purchase any Securities of the series
pursuant to any sinking fund, amortization or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in which
and the other terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 

(8)    if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities
of the series shall be issuable; 
 (9)    if the amount of principal of or any premium or interest on any Securities
of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; 

(10)    if other than the currency of the United States of America, the currency, currencies or currency units, including
composite currencies, in which the principal of or any premium or interest on any Securities of the series shall be payable 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 101; 
 (11)    if the principal of
or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be
payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the period or periods within or the date or dates on which and the terms
and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined); 

(12)    the percentage of the principal amount at which such Securities will be issued and, if other than the principal
amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method by which such portion shall be determined; 

(13)    if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable
as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall
be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall
be determined); 
 (14)    if applicable, that the Securities of the series, in whole or any specified part, shall not
be defeasible or shall be defeasible in a manner varying from Section 

  
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1402 and Section 1403 and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced; 

(15)    whether the Securities of the series, or any portion thereof, shall initially be issuable in the form of a
temporary Global Security representing all or such portion of the Securities of such series and provisions for the exchange of such temporary Global Security for one or more permanent Global Securities or definitive Securities of such series; 

(16)    if applicable, that any Securities of the series, or any portion thereof, shall be issuable in whole or in part
in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in
Section 202 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and
any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof; 

(17)    if applicable, that the Securities of the series, in whole or any specified part, shall be subject to the
optional interest reset provisions of Section 307(b); 
 (18)    if applicable, that the Securities of the series,
in whole or any specified part, shall be subject to the optional extension of maturity provisions of Section 308; 

(19)    any deletion or addition to or change in the Events of Default which applies to any Securities of the series and
any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502 or in any other remedies provided in Article Five; 

(20)    any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series;

 (21)    the additions or changes, if any, to this Indenture with respect to the Securities of such series as shall
be necessary to permit or facilitate the issuance of the Securities of such series in bearer form, registrable or not registrable as to principal, and with or without interest coupons; 

(22)    the appointment of any Paying Agent or Agents for the Securities of such series, if other than the Trustee; 

(23)    the terms of any right to convert or exchange Securities of such series into any other securities or property of
the Company or of any other corporation or Person, and the additions or changes, if any, to this Indenture with respect to the Securities of such series to permit or facilitate such conversion or exchange; 

(24)    the terms and conditions, if any, pursuant to which the Securities of the series are secured; 

  
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 (25)    whether the Securities of the series will be subject to any
restriction or condition on the transferability of the Securities of such series; 
 (26)    whether the Securities
shall be issued with Guarantees and, if so, to name one or more Guarantors, the terms and conditions, if any, of any Guarantee with respect to Securities of any series, to provide for the terms and conditions upon which Guarantees may be released or
terminated, and any corresponding changes to the provisions of this Indenture as then in effect; 
 (27)    [reserved];
and 
 (28)    any other additional, eliminated or changed terms of the Securities of such series (which terms shall
not be inconsistent with the provisions of this Indenture, except as permitted by Section 901). 
 All Securities of any one series
shall be substantially identical except as to denomination and except as may otherwise be provided herein or in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided,
in the Officer’s Certificate or Company Order referred to above or in any such indenture supplemental hereto. 
 If any of the terms
of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an Authorized Person of the Company and delivered to the Trustee at or prior to the
delivery of the Officer’s Certificate or Company Order setting forth the terms or the manner of determining the terms of the series. 

With respect to Securities of a series offered in a Periodic Offering, the Board Resolution (or action taken pursuant thereto),
Officer’s Certificate, Company Order or supplemental indenture referred to above may provide general terms or parameters for Securities of such series and provide either that the specific terms of particular Securities of such series shall be
specified in a further Company Order or that such terms shall be determined by the Company in accordance with other procedures specified in the Company Order contemplated by the third paragraph of Section 303. 

SECTION 302    Denominations. 

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

SECTION 303    Execution, Authentication, Delivery and Dating. 

The Securities shall be executed on behalf of the Company by the Chairman of its Board of Directors, its Chief Executive Officer, the Vice
Chairman of its Board of Directors, its Chief Financial Officer, its President, its Treasurer, one of its Vice Presidents or an Authorized 

  
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Person. The signature of any of these individuals on the Securities may be manual, facsimile or electronic, provided that any electronic signature is a true representation of the signer’s
actual signature. 
 Securities bearing the manual, facsimile or electronic signatures of individuals who were at any time the proper
officers of the Company shall bind the Company notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such
Securities. 
 At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such
Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including the receipt
by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the
time of the first authentication of Securities of such series. 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 601) shall be fully protected in relying upon, an Opinion of Counsel stating: 
 (1)    that
the form or forms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 201 in conformity with the provisions of this Indenture; 

(2)    if the terms of such Securities have been, or in the case of Securities of a series offered in a Periodic
Offering, will be, established by or pursuant to Board Resolution as permitted by Section 301, that such terms have been, or in the case of Securities of a series offered in a Periodic Offering, will be, established in conformity with the
provisions of this Indenture, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and 

(3)    that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 

If such forms 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. 

  
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 Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer’s Certificate or Company Order otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series
to be issued. This paragraph shall not be applicable to Securities of a series that are issued pursuant to the proviso to Section 301(2). 

Each Security shall be dated the date of its authentication. 

With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of
such Securities, the form or forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 201 and 301 and this Section, as
applicable, in connection with the first authentication of Securities of such series. 
 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 the manual, facsimile or electronic signature of
one of its authorized signatories (provided that any electronic signature is a true representation of the signer’s actual signature) and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 310, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 

SECTION 304    Temporary Securities. 

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

If temporary Securities of any series are issued, the Company will cause definitive Securities of 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 Company 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 Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations 

  
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and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series and tenor. 
 SECTION 305    Registration,
Registration of Transfer and Exchange. 
 The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of
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. If in accordance with Section 301(5), the
Company designates a transfer agent (in addition to the Security Registrar) with respect to any series of Securities, the Company may at any time rescind the designation of any such transfer agent or approve a change in the location through which
any such transfer agent acts; provided, that the Company maintains a transfer agent in each Place of Payment for such series. The Company may at any time designate additional transfer agents with respect to any series of Securities. 

Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and
aggregate principal amount. 
 At the option of the Holder, Securities of any series may be exchanged for other Securities of the same
series, of any authorized denominations and of like tenor and 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 Company shall execute,
and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 
 All
Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such
registration of transfer or exchange. 
 Every Security presented or surrendered for registration of transfer or for exchange shall (if so
required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in
writing. 
 No service charge shall be made for any registration of transfer or exchange of Securities, but the Company and the Security
Registrar 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. 

  
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 If the Securities of any series are to be redeemed, neither the Trustee nor the Company
shall be required, pursuant to the provisions of this Section 305, (A) to issue, register the transfer of or exchange any Securities of any series (or of any series and specified tenor, as the case may be) during a period beginning at the
opening of business 15 days before the day of the delivering of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such delivering, or (B) to register
the transfer of or exchange any Security so selected for redemption, in whole or in part, except, in the case of any Security to be redeemed in part, any portion not to be redeemed. 

The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities: 

(1)    Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary
designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. 

(2)    Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has
notified the Company that it is unwilling or unable to continue as Depositary for such Global Security, (ii) defaults in the performance of its duties as Depositary, or (iii) has ceased to be a clearing agency registered under the Exchange
Act at a time when the Depositary is required to be so registered to act as depositary, in each case, unless the Company has approved a successor Depositary within 90 days after receipt of such notice or after it has become aware of such default or
cessation, (B) the Company in its sole discretion determines, subject to the procedures of the Depositary, that such Global Security will be so exchangeable or transferable or (C) there shall exist such circumstances, if any, in addition
to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. 

(3)    Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or
in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. 

(4)    Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a
Global Security or any portion thereof, whether pursuant to this Section 305, Section 304, 306, 906, 1107 or 1305 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is
registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. 

SECTION 306    Mutilated, Destroyed, Lost and Stolen Securities. 

If any mutilated Security is surrendered to the Trustee together with such security or indemnity as may be required by the Company or the
Trustee to save each of them harmless, 

  
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the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding and shall cancel and dispose of such mutilated Security in accordance with its customary procedures. 
 If
there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent
of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If, after the delivery of such new Security, a bona fide purchaser of the original
Security in lieu of which such new Security was issued presents for payment or registration such original Security, the Trustee shall be entitled to recover such new Security from the party to whom it was delivered or any party taking therefrom,
except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Company and the Trustee in connection therewith and shall cancel and
dispose of such new Security in accordance with its customary procedures. 
 In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 

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

Every new Security of any series issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Security shall constitute
an original additional contractual obligation of the Company, 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. 
 The provisions of this Section 306 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 

SECTION 307    Payment of Interest; Interest Rights Preserved; Optional Interest
Reset. 
 (a)    Except as otherwise provided as contemplated by Section 301 with respect to any series of
Securities, interest on any Security of any series 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 

  
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business on the Regular Record Date for such interest in respect of Securities of such series, except that, unless otherwise provided in the Securities of such series, interest payable on the
Stated Maturity of the principal of a Security shall be paid to the Person to whom principal is paid. The initial payment of interest on any Security of any series which is issued between a Regular Record Date and the related Interest Payment Date
shall be payable as provided in such Security or in or pursuant to the Board Resolution, Officer’s Certificate, Company Order or supplemental indenture pursuant to Section 301 with respect to the related series of Securities. Except in the
case of a Global Security, at the option of the Company, interest on any series of Securities may be paid (i) by check delivered to the address of the Person entitled thereto as it shall appear on the Security Register of such series or
(ii) by wire transfer in immediately available funds at such place and to such account as designated in writing by the Person entitled thereto as specified in the Security Register of such series at least fifteen days prior to the relevant
Interest Payment Date. 
 Any Paying Agents will be identified in accordance with Section 301, except for the Trustee, who has been
appointed as Paying Agent for the Securities as provided in the definition of “Paying Agent” contained in Section 101. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agent;
however, the Company at all times will be required to maintain a Paying Agent in each Place of Payment for each series of Securities. 

Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, any interest on any Security of any
series which is payable, but is not timely paid or duly provided for, on any Interest Payment Date for Securities of such series (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered Holder on
the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below: 

(1)    The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of
such series in respect of which interest is in default (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this Clause (1). Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days
and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in
Section 106, 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 

  
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been so delivered, 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
Company 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 or automated quotation system on which such Securities may be listed or
traded, and upon such notice as may be required by such exchange or automated quotation system, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable
by the Trustee. 
 Subject to the foregoing provisions of this Section 307, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 

(b)    The provisions of this Section 307(b) may be made applicable to any series of Securities pursuant to
Section 301 (with such modifications, additions or substitutions as may be specified pursuant to such Section 301). The interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) on any Security
of such series may be reset by the Company on the date or dates specified on the face of such Security (each an “Optional Reset Date”). The Company may exercise such option with respect to such Security by notifying the Trustee of
such exercise at least 50 but not more than 60 days prior to an Optional Reset Date for such Security, such notice to contain the information to be included in the Trustee’s notice referred to in the following sentence. If the Company exercises
such option, not later than 40 days prior to each Optional Reset Date, the Trustee shall transmit, in the manner provided for in Section 106, to the Holder of any such Security a notice (the “Reset Notice”) indicating that the
Company has elected to reset the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable), and (i) such new interest rate (or such new spread or spread multiplier, if applicable) and (ii) the
provisions, if any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date or if there is no such next Optional Reset Date, to the Stated Maturity of such Security (each such period a “Subsequent
Interest Period”), including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Subsequent Interest Period. 

Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date, the Company may, at its option, revoke the interest
rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) provided for in the Reset Notice and establish an interest rate (or a spread or spread multiplier used to calculate such interest rate, if applicable) that
is higher than the interest rate (or the spread or spread multiplier, if applicable) provided for in the Reset Notice, for the Subsequent Interest Period by causing the Trustee to transmit, in the manner provided for in Section 106, notice of
such higher interest rate (or such higher spread or spread multiplier, if applicable) to the Holder of such Security. Such notice shall be irrevocable. All Securities with respect to which the interest rate (or the spread or spread multiplier used
to calculate such interest rate, if applicable) is reset on an Optional Reset Date, and with respect to 

  
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which the Holders of such Securities have not tendered such Securities for repayment (or have validly revoked any such tender) pursuant to the next succeeding paragraph, will bear such higher
interest rate (or such higher spread or spread multiplier, if applicable). 
 The Holder of any such Security will have the option to elect
repayment by the Company of the principal of such Security on each Optional Reset Date at a price equal to the principal amount thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the
Holder must follow the procedures set forth in Article Thirteen for repayment at the option of Holders except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset
Date and except that, if the Holder has tendered any Security for repayment pursuant to the Reset Notice, the Holder may, by written notice to the Trustee, revoke such tender or repayment until the close of business on the tenth day before such
Optional Reset Date. 
 Subject to the foregoing provisions of this Section 307 and Section 305, each Security delivered under
this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 

SECTION 308    Optional Extension of Maturity. 

The provisions of this Section 308 may be made applicable to any series of Securities pursuant to Section 301 (with such
modifications, additions or substitutions as may be specified pursuant to such Section 301). The Stated Maturity of any Security of such series may be extended at the option of the Company for the period or periods specified on the face of such
Security (each an “Extension Period”) up to but not beyond the date (the “Final Maturity”) set forth on the face of such Security. The Company may exercise such option with respect to any Security by notifying the
Trustee of such exercise at least 50 but not more than 60 days prior to the Stated Maturity of such Security in effect prior to the exercise of such option (the “Original Stated Maturity”), such notice to contain the information to
be included in the Trustee’s notice referred to in the following sentence. If the Company exercises such option, the Trustee shall transmit, in the manner provided for in Section 106, to the Holder of such Security not later than 40 days
prior to the Original Stated Maturity a notice (the “Extension Notice”) indicating (i) the election of the Company to extend the Maturity, (ii) the new Stated Maturity, (iii) the interest rate applicable to the
Extension Period and (iv) the provisions, if any, for redemption during such Extension Period. Upon the Trustee’s transmittal of the Extension Notice, the Stated Maturity of such Security shall be extended automatically and, except as
modified by the Extension Notice and as described in the next paragraph, such Security will have the same terms as prior to the transmittal of such Extension Notice. 

Notwithstanding the foregoing, not later than 20 days before the Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a higher interest rate for the Extension Period by causing the Trustee to transmit, in the manner provided for in Section 106, notice of such higher interest rate to
the Holder of such Security. Such notice shall be irrevocable. All Securities with respect to which the Stated Maturity is extended will bear such higher interest rate. 

  
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 If the Company extends the Maturity of any Security, the Holder will have the option to
elect repayment of such Security by the Company on the Original Stated Maturity at a price equal to the principal amount thereof, plus interest accrued to such date. In order to obtain repayment on the Original Stated Maturity once the Company has
extended the Maturity thereof, the Holder must follow the procedures set forth in Article Thirteen for repayment at the option of Holders, except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35
days prior to the Original Stated Maturity and except that, if the Holder has tendered any Security for repayment pursuant to an Extension Notice, the Holder may, by written notice to the Trustee, revoke such tender for repayment until the close of
business on the tenth day before the Original Stated Maturity. 
 SECTION
309    Persons Deemed Owners. 
 Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to
Section 307) any interest on such Security and (subject to the record date provisions of Section 104) for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary. 
 SECTION
310    Cancellation. 
 All Securities surrendered for payment, redemption, registration of transfer or exchange
or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in
this Section 310, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be treated in accordance with its document retention policies. 

SECTION 311    Computation of Interest; Usury Not Intended. 

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

The amount of interest (or amounts deemed to be interest under applicable law) payable or paid on any Security shall be limited to an amount
which shall not exceed the maximum nonusurious rate of interest allowed by the applicable laws of the State of New York, or any applicable law of the United States permitting a higher maximum nonusurious rate that preempts such applicable New York
law, which could lawfully be contracted for, taken, reserved, charged or received (the “Maximum Interest Rate”). If, as a result of any circumstances 

  
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whatsoever, the Company or any other Person is deemed to have paid interest (or amounts deemed to be interest under applicable law) or any Holder of a Security is deemed to have contracted for,
taken, reserved, charged or received interest (or amounts deemed to be interest under applicable law), in excess of the Maximum Interest Rate, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of validity, and if
under any such circumstance, the Trustee, acting on behalf of the Holders, or any Holder shall ever receive interest or anything that might be deemed interest under applicable law that would exceed the Maximum Interest Rate, such amount that would
be excessive interest shall be applied to the reduction of the principal amount owing on the applicable Security or Securities and not to the payment of interest, or if such excessive interest exceeds the unpaid principal balance of any such
Security or Securities, such excess shall be refunded to the Company; provided, that the Company and not the Trustee shall be responsible for collecting any such refund from the Holders. In addition, for purposes of determining whether
payments in respect of any Security are usurious, all sums paid or agreed to be paid with respect to such Security for the use, forbearance or detention of money shall, to the extent permitted by applicable law, be amortized, prorated, allocated and
spread throughout the full term of such Security. 
 SECTION 312    CUSIP or ISIN
Numbers. 
 The Company in issuing the Securities may use “CUSIP” or “ISIN” numbers (if then generally in use),
and, if so, the Trustee shall use “CUSIP” or “ISIN” numbers in notices of redemption 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 of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any change in “CUSIP” or “ISIN” numbers. 

ARTICLE FOUR 

SATISFACTION AND DISCHARGE 

SECTION 401    Satisfaction and Discharge of Indenture. 

This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for and as otherwise provided in this Section 401), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when 
 (1)    Either: 

(A)    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 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to


  
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the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or 

(B)    all such Securities not theretofore delivered to the Trustee for cancellation 

 (i)    have become due and payable, or 

 (ii)    will become due and payable at their Stated Maturity within one year of the date of deposit, or 

 (iii)    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 Company, 
 and the Company, in the case of (i), (ii) or
(iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal and any premium 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; 

(2)    the Company has paid or caused to be paid all other sums payable hereunder by the Company; and 

(3)    the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 

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

SECTION 402    Application of Trust Money. 

Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall
be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee. 

  
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 ARTICLE FIVE 

REMEDIES 
 
SECTION 501    Events of Default. 
 “Event of Default”, wherever used herein with respect
to the 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 any 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 any premium 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 a Security of that series, and
continuance of such default for a period of 30 days; or 
 (4)    default in the performance, or breach, in any
material respect, of any covenant or warranty of the Company, by the Company, in this Indenture with respect to a Security of that series (other than a covenant or warranty a default in the performance of which or the breach of which is elsewhere in
this Section 501 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 delivery, to the Company by the Trustee or to the Company 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” under this Indenture; or 

(5)    the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of
the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its respective property, or ordering the winding up or liquidation of its respective 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 Company of a voluntary
case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the


  
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consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state
law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its
property, or the making by it of an assignment of a substantial part of its property 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 Company in furtherance of any such action; or 
 (7)    any other Event of Default provided with respect to
Securities of that series, 
 provided, however, that no event described in Clause (4), Clause (5), Clause (6) and Clause (7) above
shall constitute an Event of Default hereunder until a Responsible Officer has received written notice thereof as contemplated in Section 602. 

Notwithstanding the foregoing provisions of this Section 501, if the principal or any premium or interest on any Security is payable in
a currency other than the currency of the United States of America and such currency is not available to the Company for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, the
Company will be entitled to satisfy its obligations to Holders of the Securities by making such payment in the currency of the United States of America in an amount equal to the currency of the United States of America equivalent of the amount
payable in such other currency, as determined by the Trustee by reference to the noon buying rate in The City of New York for cable transfers for such currency (“Exchange Rate”), as such Exchange Rate is reported or otherwise made
available by the Federal Reserve Bank of New York on the date of such payment, or, if such rate is not then available, on the basis of the most recently available Exchange Rate. Notwithstanding the foregoing provisions of this Section 501, any
payment made under such circumstances in the currency of the United States of America where the required payment is in a currency other than the currency of the United States of America will not constitute an Event of Default under this Indenture.

 SECTION 502    Acceleration of Maturity; Rescission and Annulment. 

If an Event of Default (other than an Event of Default specified in Section 501(7) which is common to all Outstanding series of
Securities) with respect to Securities of any series at the time Outstanding 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 of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be
due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default
under Section 501(7) which is common to all Outstanding series of Securities occurs 

  
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and is continuing, then in such case, the Trustee or the Holders of not less than 25% in aggregate principal amount of all the Securities then Outstanding hereunder (treated as one class), by a
notice in writing to the Company (and to the Trustee if given by Holders) may declare the principal amount (or, if any Securities are Original Issue Discount Securities, such portion of the principal amount as may be specified by the terms thereof)
of all the Securities then Outstanding to be due and payable immediately, and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. 

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 provided in this Article Five, the Event of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such
declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if: 

(1)    the Company has paid or deposited with the Trustee a sum sufficient to pay: 

(A)    all overdue installments of 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 any interest thereon at the rate or rates prescribed therefor in such Securities, 

(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; 
 (2)    all
Events of Default with respect to Securities of that series, other than the non-payment 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 513. 
 No such rescission shall affect any subsequent default or impair any right consequent
thereon. 
 SECTION 503    Collection of Indebtedness and Suits for Enforcement by
Trustee. 
 The Company covenants that if 

(1)    default is made in the payment of any interest on any Security when such interest becomes due and payable and such
default continues for a period of 30 days, 

  
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 (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 deposit of any sinking fund
payment, when and as due by the terms of any Security and such default continues for a period of 30 days, 
 the Company will, upon demand of the Trustee,
pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, all amounts owing the Trustee, its agents and counsel under Section 607. 

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 504    Trustee May File Proofs of Claim. 

In case of any judicial proceeding relative to the Company, any Guarantor or any other obligor upon the Securities, its respective property
or its respective creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee
allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it and any predecessor Trustee under Section 607. 
 No provision of this Indenture
shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be
a member of a creditors’ or other similar committee. 
 SECTION 505    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 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 

  
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judgment shall, after provision for the payment of all amounts owing the Trustee and any predecessor Trustee under Section 607, its agents and counsel, be for the ratable benefit of the
Holders of the Securities in respect of which such judgment has been recovered. 
 SECTION
506    Application of Money Collected. 
 Any money or property collected or to be applied by the Trustee with
respect to a series of Securities pursuant to this Article Five 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 or property on account of principal or any premium or
interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 

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

SECOND: To the payment of the amounts then due and unpaid for principal of and any premium and interest on such series of 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 series of Securities for principal and any premium and interest,
respectively; and THIRD: To the payment of the remainder, if any, to the Company. 
 SECTION
507    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, assignee, trustee, liquidator or sequestrator (or other similar official), 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 25% 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 reasonable security or indemnity 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 security or 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; 

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 itself of, any
provision of this Indenture to affect, 

  
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disturb or prejudice the rights of any other Holders of Securities, 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 such Holders. 

SECTION 508    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 any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption or repayment, on the
Redemption Date or Repayment Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 

SECTION 509    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 Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee, and the Holders shall continue as though no such proceeding had been instituted. 

SECTION 510    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 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. 
 SECTION
511    Delay or Omission Not Waiver. 
 No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article Five or by law to
the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 

SECTION 512    Control by Holders. 

The Holders of not less than 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 

  
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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 may take any other action deemed proper by the Trustee which is not inconsistent with such direction;
and 
 (3)    subject to the provisions of Section 601, the Trustee shall have the right to decline to follow such
direction if (i) the Holders have failed to provide the Trustee with security or indemnity deemed by it to be sufficient in its sole discretion; or (ii) a Responsible Officer or Officers of the Trustee shall, in good faith, determine that
the proceeding so directed would involve the Trustee in personal liability or would otherwise be contrary to applicable law. 
 
SECTION 513    Waiver of Past Defaults. 
 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 any premium 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 514    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 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 such court may in its discretion assess reasonable costs including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith
of the claims or defenses made by such party litigant; provided, that the provisions of this Section 514 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, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest on any Security, on or after the respective due dates expressed in
such Security. 

  
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 SECTION 515    Waiver of Usury, Stay
or Extension Laws. 
 The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the
Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted. 
 ARTICLE SIX 

THE TRUSTEE 
 
SECTION 601    Certain Duties and Responsibilities. 
 The duties and responsibilities of the Trustee shall
be as provided by the Trust Indenture Act; provided, that (i) notwithstanding Section 315(a)(2) of the Trust Indenture Act, the Trustee need not confirm or investigate the accuracy of any mathematical calculations or other facts,
statements, opinions or conclusions stated in the certificates or opinions referred to therein or herein, and (ii) except during the continuance of an Event of Default, no implied covenants or obligations shall be read into this Indenture
against the Trustee. Notwithstanding the foregoing, 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. 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 602    Notice of Defaults. 

If a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series
notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 501(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 602, 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. 
 The Trustee shall not be required to take notice or be deemed to have notice or
knowledge of any Event of Default with respect to the Securities of a series, except an Event of Default under Section 501(1), Section 501(2) or Section 501(3) hereof (provided, that the Trustee is the principal Paying Agent
with respect to the Securities of such series), unless a Responsible Officer shall have received written notice at the Corporate Trust Office of such Event of Default in accordance with Section 105 from the Company, any Subsidiary or the


  
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Holder of any Security, which notice states that the event referred to therein constitutes an Event of Default and references this Indenture and the relevant Securities. 

SECTION 603    Certain Rights of Trustee. 

Subject to the provisions of Section 601: 

(1)    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; 
 (2)    any request or direction of the Company mentioned herein shall be sufficiently evidenced by
a Company Request or Company Order, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution; 

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

(4)    the Trustee may consult with counsel, 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; 

(5)    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 acceptable to it against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction; 
 (6)    the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney; 
 (7)    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; 
 (8)    the Trustee is not required to give any bond or surety with respect to the performance of its
duties or the exercise of its powers under this Indenture; 

  
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 (9)    in the event the Trustee receives inconsistent or conflicting
requests and indemnity from two or more groups of Holders of Securities of a series, each representing less than a majority in aggregate principal amount of the Securities of such series Outstanding, the Trustee, in its sole discretion, may
determine what action, if any, shall be taken; 
 (10)    the Trustee’s immunities and protections from liability
and its right to indemnification in connection with the performance of its duties under this Indenture shall extend to the Trustee’s officers, directors, agents and employees. Such immunities and protections and right to indemnification,
together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal and the satisfaction and discharge of this Indenture; 

(11)    except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility
for any information in any offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any state or federal securities laws in connection with the
Securities; 
 (12)    the Trustee shall not be liable for special, punitive, 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; 

(13)    the Trustee shall not 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 control (forces majeure), including without limitation strikes, work stoppages, pandemics, accidents, acts of war or terrorism, civil or military
disturbances or closures, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services; 

(14)    the Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be
authorized or within the rights or powers conferred upon it by this Indenture; 
 (15)    the rights, privileges,
protections and benefits given to the Trustee, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Persons
employed to act hereunder; 
 (16)    the Trustee may request that the Company deliver an Officer’s 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 Officer’s Certificate may be signed by any person authorized to sign an Officer’s
Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; 

(17)    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; 

  
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 (18)    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 

(19)    The Trustee has no liability for interest nor any duty to invest funds deposited with it hereunder. 

SECTION 604    Not Responsible for Recitals or Issuance of Securities. 

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the
statements of the Company, and 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. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 

SECTION 605    May Hold Securities. 

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar
or such other agent. 
 SECTION 606    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 except as otherwise agreed with the Company. 
 
SECTION 607    Compensation and Reimbursement. 
 The Company agrees: 

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

(2)    except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable and
documented 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 

  
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 (3)    to indemnify the Trustee (which shall be deemed to include its
officers, directors, employees and agents) for, and to hold it harmless against, any loss, damage, claims, 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 of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except those attributable
to its negligence or willful misconduct, as determined in a final, non-appealable order of a court of contempt jurisdiction. This indemnity shall survive resignation or removal of the Trustee, defeasance or
termination of this Indenture and final payment in full of the Notes. 
 The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity under this Section 607. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and, in the event the subject matter of the claim involves a conflict
of interest between the Company and the Trustee, the Company shall pay the reasonable and documented fees and expenses of such counsel. The Company need not pay for any settlement made without its consent. 

As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities
upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. 

Without prejudice to any other rights available to the Trustee under applicable law, in the event the Trustee incurs expenses or renders
services in any proceedings which result from an Event of Default under Section 501(5) or (6), or from any default which, with the passage of time, would become such Event of Default, the expenses so incurred and compensation for services so
rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law. 
 
SECTION 608    Conflicting Interests. 
 If the Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by
such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series. 

SECTION 609    Corporate Trustee Required; Eligibility. 

There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee
hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 609 and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be 

  
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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 with respect to the Securities of any series shall cease
to be eligible in accordance with the provisions of this Section 609, it shall resign immediately in the manner and with the effect hereinafter specified in this Article Six. 

SECTION 610    Resignation and Removal; Appointment of Successor. 

No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article Six shall become effective until
the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611. 
 The Trustee
may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities
of such series. 
 The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. 
 If at any time: 

(1)    the Trustee shall fail to comply with Section 608 after written request therefor by the Company 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 609 and shall fail to resign after written request therefor by the Company 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, (A) the Company, acting pursuant to the authority of a Board Resolution, may remove the Trustee with respect to all Securities,
or (B) subject to Section 514, 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. 
 If the Trustee shall resign, be
removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, 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 

  
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particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede
the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, the
Trustee or 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 (at the sole expense of the Company)
for the appointment of a successor Trustee with respect to the Securities of such series. 
 The Company shall give notice of each
resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in
Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 

SECTION 611    Acceptance of Appointment by Successor. 

In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges,
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. 
 In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not
all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one 

  
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Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustee’s co-trustees of the same trust and
that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation
or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 

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

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article Six. 
 SECTION 612    Merger, Conversion, Consolidation
or Succession to Business. 
 Any corporation into which the Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder; provided, that such corporation shall be otherwise qualified and eligible under this Article Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so
authenticated, and in case any Securities shall not have been authenticated, any such successor to the Trustee may authenticate such Securities either in the name of any predecessor Trustee or in the name of such successor Trustee, and in all cases
the certificate of authentication shall have the full force which it is provided anywhere in the Securities or in this Indenture that the certificate of the Trustee shall have. 

SECTION 613    Preferential Collection of Claims Against Company. 

If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject
to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). For purposes of Section 311(b)(4) and (6) of the Trust Indenture Act: 

  
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 (1)    “cash transaction” means any transaction in
which full payment for goods or securities sold is made within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks and payable upon demand; and 

(2)    “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is
made, drawn, negotiated or incurred by the Company (or any such obligor) for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing
title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security; provided, the security is received by the
Trustee simultaneously with the creation of the creditor relationship with the Company (or any such obligor) arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation. 

SECTION 614    Appointment of Authenticating Agent. 

The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act
on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by
an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 614, the combined capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 614, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this Section 614. 
 Any corporation into which an
Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all
or substantially all of the corporate agency or corporate trust business of an Authenticating Agent shall be the successor Authenticating Agent hereunder; provided, that such corporation shall be otherwise eligible under this
Section 614, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 

  
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 An Authenticating Agent may resign at any time by giving written notice thereof to the
Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 614, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company
and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section 614. 
 The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 614. 
 If an appointment with respect to one or more series is made pursuant to this
Section 614, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: 

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

Date: 
  

			
	THE BANK OF NEW YORK MELLON,
as Trustee
		
	By:	 	  

		 	as Authenticating Agent
		
	By:	 	  

		 	Authorized Officer


  

  
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 ARTICLE SEVEN 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 

SECTION 701    Company to Furnish Trustee Names and Addresses of Holders. 

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

(1)    semi-annually, not later than January 15 and July 15 in each year, a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of Securities of each series as of the preceding January 1 or July 1 as the case may be; and 

(2)    at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any
such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; 
 provided,
however, that if and so long as the Trustee shall be Security Registrar for Securities of a series, no such list need be furnished with respect to such series of Securities. 

SECTION 702    Preservation of Information; Communications to Holders. 

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished. 
 The rights of Holders to communicate with other Holders with respect to their
rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided in the Trust Indenture Act. 

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

SECTION 703    Reports by Trustee. 

The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant thereto. 
 If required by Section 313(a) of the Trust
Indenture Act, the Trustee shall, within 60 days after each May 15 following the date of this Indenture, deliver to Holders a brief report, dated as of such May 15, which complies with the provisions of such Section 313(a). 

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

SECTION 704    Reports by Company 

The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided in the Trust Indenture Act; provided, that any such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is filed with the Commission. 

Delivery of any reports, information and documents by the Company to the Trustee pursuant to the provisions of this Section 704 is for
informational purposes only and the Trustee’s receipt of same shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). 
 
ARTICLE EIGHT 
 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 

SECTION 801    Company May Consolidate, Etc., Only on Certain Terms. 

The Company shall not 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)    in case the Company 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, the Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall be a
Corporation, partnership, trust or other entity, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any
premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; 

(2)    immediately after giving effect to such transaction, no Event of Default and no event which, after notice or lapse
of time or both, would become an Event of Default, shall have occurred and be continuing; and 
 (3)    the Company has
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article Eight and that all conditions precedent
herein provided for relating to such transaction have been complied with. 

  
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 SECTION 802    Successor Substituted
for the Company. 
 Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance or
transfer (other than a lease) of the properties and assets of the Company substantially as an entirety to any Person in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to
which such conveyance or transfer (other than a lease) is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as
the Company herein; and in the event of any such conveyance or transfer (but not in the case of a lease) the Company shall be discharged from all obligations and covenants under the Indenture. 

Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in
this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any
Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. 

In case of any such consolidation, merger, conveyance, transfer or lease such changes in phraseology and form may be made in the Securities
thereafter to be issued as may be appropriate. 
 ARTICLE NINE 

SUPPLEMENTAL INDENTURES 

SECTION 901    Supplemental Indentures Without Consent of Holders. 

Without the consent of any Holders, the Company, when authorized by 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 Company or any Guarantor, or successive successions, and the
assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article Eight or any Guarantor; or 

(2)    to add to the covenants of the Company 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 Company or any Guarantor; or 

  
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 (3)    to add any additional Events of Default for the benefit of the
Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit
of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that
allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal
amount of that or those series of Securities to which such additional Events of Default apply to waive such default; 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 uncertificated form; or 
 (5)    to add to, change or eliminate any of the
provisions of this Indenture in respect of one or more series of Securities; provided, however, that if such addition, change or elimination shall adversely affect the interests of Holders of Securities of any series in any material
respect, such addition, change or elimination shall become effective with respect to such series only when no such Security of such series remains Outstanding; or 

(6)    to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to surrender any right or
power herein conferred upon the Company or any Guarantor; or 
 (7)    to establish the forms or terms of Securities of
any series as permitted by Sections 201 and 301; or 
 (8)    to provide for uncertificated securities in addition to
certificated securities; or 
 (9)    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 611; or 
 (10)    to cure any ambiguity, or to correct or
supplement any provision herein which may be defective or inconsistent with any other provision herein; or 

(11)    to make any other provisions with respect to matters or questions arising under this Indenture; provided,
that (i) in the case of any such cure, correction, supplement, matter, question, amendment or modification to (or which results in any change to) a Guarantee, shall not adversely affect the interests of the holders of any Securities then
Outstanding, and in all other cases, such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or 

  
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 (12)    to supplement any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; provided, that any such action shall not adversely affect the interests of the Holders of
Securities of such series or any other series of Securities in any material respect; or 
 (13)    to comply with the
rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded; or 

(14)    to secure any series of Securities; or 

(15)    to add to, change or eliminate any of the provisions of this Indenture as shall be necessary or desirable in
accordance with any amendments to the Trust Indenture Act; provided, that such action does not adversely affect the rights or interests of any Holder of Securities in any material respect; or 

(16)    to provide for the payment by the Company of additional amounts in respect of taxes imposed on certain Holders
and for the treatment of such additional amounts as interest and for all matters incidental thereto; or 
 (17)    to
add Guarantors with respect to the Securities or release a Guarantor from its obligations under its Guarantee of Securities or this Indenture in accordance with the applicable provisions of this Indenture and the Securities of the applicable series.

 SECTION 902    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 all series affected by such
supplemental indenture (treated as one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, 

(1)    except to the extent permitted by Section 307(b) or Section 308 or otherwise specified in the form or
terms of the Securities of any series as permitted by Sections 201 and 301 with respect to extending the Stated Maturity of any Security of such series, 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 or any other Security which
would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or
impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment, on or after the 

  
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Redemption Date or Repayment Date) or make any changes to any Guarantee that would adversely affect Holders, 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 902, Section 513 or Section 1006,
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; provided, however, that
this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 902 and Section 1006, or the deletion of this proviso, in
accordance with the requirements of Sections 611 and 901(9), or 
 (4)    if the Securities of any series are
convertible or exchangeable into any other securities or property of the Company, make any change that adversely affects in any material respect the right to convert or exchange any Security of such series (except as permitted by Section 901)
or decrease the conversion or exchange rate or increase the conversion price of any such Security of such series, unless such decrease or increase is permitted by the terms of such Security, or 

(5)    if the Securities of any series are secured, change the terms and conditions pursuant to which the Securities of
such series are secured in a manner adverse to the Holders of the secured Securities of such series in any material respect. 
 A
supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders
of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 

It shall not be necessary for any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
 SECTION
903    Execution of Supplemental Indentures. 
 In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article Nine or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an
Officer’s Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 

  
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 SECTION 904    Effect of
Supplemental Indentures. 
 Upon the execution of any supplemental indenture under this Article Nine, 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 905    Conformity with Trust Indenture Act. 

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

SECTION 906    Reference in Securities to Supplemental Indentures. 

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

ARTICLE TEN 

COVENANTS 
 
SECTION 1001    Payment of Principal, Premium and Interest. 
 The Company covenants and agrees for the
benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture. 

SECTION 1002    Maintenance of Office or Agency. 

The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may
be served. The Company initially appoints the Trustee, acting through its Corporate Trust Office, as its agent for said purpose. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 

  
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 The Company may also from time to time designate one or more other offices or agencies
where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of
any change in the location of any such other office or agency. 
 SECTION
1003    Money for Securities Payments to Be Held in Trust. 
 If the Company shall at any time act as its own
Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate to the extent required by law and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and 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
of its action or failure so to act. 
 Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on
or prior to each due date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 
 The Company will cause
each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 1003, that such Paying
Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of
any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series. 

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

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any
premium or interest on any Security of any series and remaining unclaimed for one year after such principal, premium or interest has become due and payable may be paid to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and 

  
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all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease. 

SECTION 1004    Statement by Officer as to Default. 

The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an
Officer’s Certificate, the signer of which shall be the principal executive, principal accounting or principal financial officer of the Company, stating whether or not to the best knowledge of the signer thereof, the Company is in default in
the performance and observance of any of the terms, provisions, covenants and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which he or she may have knowledge. 
 SECTION
1005    Existence. 
 Subject to Article Eight, and the Company’s ability to convert into a corporation,
limited liability company, limited partnership or limited liability partnership under applicable law, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its limited liability company or other
existence, as applicable. 
 SECTION 1006    Waiver of Certain Covenants. 

Except as otherwise specified as contemplated by Section 301 for Securities of such series, the Company may, with respect to the
Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(20), 901(2) or 901(7) for the benefit of the Holders of such series or in
Section 1005, if 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 Company and the duties of the
Trustee in respect of any such term, provision or condition shall remain in full force and effect. 

ARTICLE ELEVEN 

REDEMPTION OF SECURITIES 

SECTION 1101    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 
301 for such Securities) in accordance with this Article Eleven. 
 SECTION
1102    Election to Redeem; Notice to Trustee. 

  
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 The election of the Company to redeem any Securities shall be evidenced by a Company Order
or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company, the Company shall, not less than 10 nor more than 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be
redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of the Company
which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction or condition. 

SECTION 1103    Selection of Securities to Be Redeemed. 

If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected , from the Outstanding Securities of such series not previously called for redemption, by such method in accordance with
the standard procedures of DTC, Euroclear or Clearstream, as applicable, and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series; provided, that the unredeemed portion of the
principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed
(unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the
preceding sentence. For book-entry Securities subject to redemption, any redemption will be administered in compliance with the procedures of DTC, Euroclear or Clearstream, as applicable, or other relevant depositary. 

The provisions of the preceding paragraph shall not apply with respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. 
 For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to
the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. If the Company shall so direct,
Securities registered in the name of the Company, any Affiliate or any Subsidiary thereof shall not be included in the Securities selected for redemption. 

SECTION 1104    Notice of Redemption. 

  
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 Notice of redemption shall be given by first-class delivery, postage prepaid, or otherwise
delivered in accordance with the procedures of DTC, Euroclear or Clearstream, as applicable, not less than 10 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security
Register. 
 With respect to Securities of each series to be redeemed, each notice of redemption shall identify the Securities to be
redeemed (including CUSIP or ISIN numbers, if applicable) 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 consisting of more than a single Security are to be
redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single
Security are to be redeemed, the principal amount of the particular Security 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)    the place or places where each such Security is to be surrendered for payment of the Redemption Price, and 

(6)    that the redemption is for a sinking fund, if such is the case. 

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s
request, by the Trustee in the name and at the expense of the Company; provided, however, that the Company has delivered to the Trustee, at least 10 days prior to the redemption date (unless a shorter notice shall be satisfactory to
the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. Any such notice of redemption shall be irrevocable. The
notice if delivered in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, a failure to give such notice by delivery or any defect in the notice to the
Holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security. 

Any redemption or notice of any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including,
but not limited to, completion of any equity offering or change of control, issuance of indebtedness or other transaction or event. Notice of any redemption in respect thereof will be given prior to the completion thereof, may be partial as a result
of only some of the conditions being satisfied, may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion) and may be rescinded at any time if the Company determines in its sole
discretion that any or all 

  
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of such conditions will not be satisfied (or waived). The Company may provide in such notice that payment of the applicable redemption price and the performance of its obligations with respect to
such redemption may be performed by another person. 
 SECTION 1105    Deposit of
Redemption Price. 
 On or before the Redemption Date specified in the notice of redemption given as provided in Section 1104, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest on, all the Securities which are to be redeemed on that date. 

SECTION 1106    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 Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security
for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the provisions of Section 307. 
 If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the principal amount (together with interest, if any, thereon accrued to the Redemption Date) and any premium shall, until paid, bear interest from the Redemption Date at the
rate prescribed therefor in the Security. 
 SECTION 1107    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 Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination (which shall not be less than the minimum 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. 

  
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 ARTICLE TWELVE 

SINKING FUNDS 
 
SECTION 1201    Applicability of Article. 
 The provisions of this Article Twelve shall be applicable to
any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 301 for such Securities. 

The minimum amount of any sinking fund payment provided for by the terms of any Securities of any series is herein referred to as a
“mandatory sinking fund payment”, and any sinking fund payment in excess of such minimum amount which is permitted to be made by the terms of such Securities is herein referred to as an “optional sinking fund payment”. If
provided for by the terms of any Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities of any
series as provided for by the terms of such Securities. 
 SECTION
1202    Satisfaction of Sinking Fund Payments with Securities. 
 The Company (1) may deliver Outstanding
Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant
to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided, that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and
credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 

SECTION 1203    Redemption of Securities for Sinking Fund. 

Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an
Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof,
if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and stating the basis for any such credit and that such Securities have not previously been so credited and will also deliver to the Trustee any
Securities to be so delivered. Not less than 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly 

  
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given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. 

ARTICLE THIRTEEN 

REPAYMENT AT THE OPTION OF THE HOLDERS 

SECTION 1301    Applicability of Article. 

Repayment of Securities of any series before their Stated Maturity at the option of Holders thereof shall be made in accordance with the
terms of such Securities and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Thirteen. 

SECTION 1302    Repayment of Securities. 

Securities of any series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the
terms of such Securities, be repaid at a price equal to the principal amount thereof and any premium thereon, together with interest thereon accrued to the Repayment Date specified in or pursuant to the terms of such Securities. The Company
covenants that on or before the Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient
to pay the principal (or, if so provided by the terms of the Securities of any series, a percentage of the principal) of, the premium, if any, and (except if the Repayment Date shall be an Interest Payment Date) accrued interest on, all the
Securities or portions thereof, as the case may be, to be repaid on such date. 
 SECTION
1303    Exercise of Option. 
 Securities of any series subject to repayment at the option of the Holders
thereof will contain an “Option to Elect Repayment” form on the reverse of such Securities. To be repaid at the option of the Holder, any Security so providing for such repayment, with the “Option to Elect Repayment” form on the
reverse of such Security duly completed by the Holder (or by the Holder’s attorney duly authorized in writing), must be received by the Company at the Place of Payment therefor specified in the terms of such Security (or at such other place or
places of which the Company shall from time to time notify the Holders of such Securities) not earlier than 45 days nor later than 30 days prior to the Repayment Date. If less than the entire principal amount of such Security is to be repaid in
accordance with the terms of such Security, the principal amount of such Security to be repaid, in increments of the minimum denomination for Securities of such series, and the denomination or denominations of the Security or Securities to be issued
to the Holder for the portion of the principal amount of such Security surrendered that is not to be repaid, must be specified. The principal amount of any Security providing for repayment at the option of the Holder thereof may not be repaid in
part if, following such repayment, the unpaid principal amount of such Security would be less than the minimum authorized denomination of Securities of the series of which such Security to be repaid is a part. Except as otherwise may be provided by
the terms of any Security providing for repayment at the 

  
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option of the Holder thereof and as provided in Sections 307(b) and 308, exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company. 

SECTION 1304    When Securities Presented for Repayment Become Due and Payable.

 If Securities of any series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this
Article Thirteen and as provided by or pursuant to the terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall default in the payment of such Securities on such Repayment Date) such Securities shall, if the same were interest-bearing, cease to bear interest. Upon surrender of any such
Security for repayment in accordance with such provisions, the principal amount of such Security so to be repaid shall be paid by the Company, together with accrued interest and/or premium, if any, to (but excluding) the Repayment Date;
provided, however, that, unless otherwise specified as contemplated by Section 301, installments of interest, if any, whose Stated Maturity is on or prior to the Repayment Date shall be payable (but without interest thereon,
unless the Company shall default in the payment thereof) to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions
of Section 307. 
 If the principal amount of any Security surrendered for repayment shall not be so repaid upon surrender thereof,
such principal amount (together with interest, if any, thereon accrued to such Repayment Date) and any premium shall, until paid, bear interest from the Repayment Date at the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) set forth in such Security. 
 SECTION 1305    Securities
Repaid in Part. 
 Upon surrender of any Security which is to be repaid in part only, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge and at the expense of the Company, a new Security or Securities of the same series, of any authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such Security so surrendered which is not to be repaid. 
 
ARTICLE FOURTEEN 
 DEFEASANCE AND COVENANT DEFEASANCE 

SECTION 1401    Company’s Option to Effect Defeasance or Covenant
Defeasance. 
 The Company may elect, at its option at any time, to have Section 1402 or Section 1403 applied to any
Securities or any series of Securities, as the case may be, (unless designated pursuant to Section 301 as not being defeasible pursuant to such Section 1402 or 1403), in accordance with any applicable requirements provided pursuant to
Section 301 and upon 

  
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compliance with the conditions set forth below in this Article Fourteen. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by
Section 301 for such Securities. 
 SECTION 1402    Defeasance and
Discharge. 
 Upon the Company’s exercise of its option (if any) to have this Section 1402 applied to any Securities or any
series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section 1402 on and after the date the conditions set forth in
Section 1404 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to
have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the
following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1404 and as more fully set forth in such
Section 1406, payments in respect of the principal of and any premium and interest on such Securities when payments are due, (2) the Company’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003,
(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article Fourteen. Subject to compliance with this Article Fourteen, the Company may exercise its option (if any) to have this Section 1402 applied
to any Securities notwithstanding the prior exercise of its option (if any) to have Section 
1403 applied to such Securities. 
 SECTION 1403    Covenant Defeasance. 

Upon the Company’s exercise of its option (if any) to have this Section 1403 applied to any Securities or any series of Securities,
as the case may be, (1) the Company shall be released from its obligations under any covenants provided pursuant to Section 301(20), 704 (to the extent of any covenants in addition to the requirements of the Trust Indenture Act), 901(2) or
901(7) for the benefit of the Holders of such Securities and (2) the occurrence of any event specified in Sections 501(4) (with respect to any such covenants provided pursuant to Section 301(20), 704 (to the extent of any covenants in
addition to the requirements of the Trust Indenture Act), 901(2) or 901(7)), shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section 1403 on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(4)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby. 

SECTION 1404    Conditions to Defeasance or Covenant Defeasance. 

  
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 The following shall be the conditions to the application of Section 1402 or
Section 1403 to any Securities or any series of Securities, as the case may be: 
 (1)    The Company shall
irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article Fourteen applicable to it) as trust
funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations
which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each
case sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or
any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities or upon redemption, in accordance with the terms of this Indenture and such Securities. As
used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or
(ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States
of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with
respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S.
Government Obligation which is so specified and held; 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 depositary receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt. 

(2)    In the event of an election to have Section 1402 apply to any Securities or any series of Securities, as the
case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this
instrument, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for
federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the
case if such deposit, Defeasance and discharge were not to occur. 
 (3)    In the event of an election to have
Section 1403 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for
federal income tax purposes as a result of the deposit and Covenant 

  
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Defeasance to be effected with respect to such Securities and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such
deposit and Covenant Defeasance were not to occur. 
 (4)    No event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(5) and (6), at any time on
or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). 

(5)    Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the
meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act). 

(6)    Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default
under, any other agreement or instrument to which the Company is a party or by which it is bound. 
 (7)    Such
Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under the Investment Company Act or
exempt from registration thereunder. 
 (8)    The Company shall have delivered to the Trustee an agreement whereby the
Company irrevocably agrees to forfeit its right, if any, (A) to reset the interest rate of such Securities pursuant to Section 307(b) and (B) to extend the Stated Maturity of such Securities pursuant to Section 308. 

(9)    If the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or
analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made. 

(10)    The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each
stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. 
 
SECTION 1405    Acknowledgment of Discharge By Trustee. 
 Subject to Section 1407 below and after the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent referred to in Section 1404 relating to the Defeasance or Covenant Defeasance, as the case may be, have
been complied with, the Trustee upon request of the Company shall acknowledge in writing the Defeasance or the Covenant Defeasance, as the case may be. 

SECTION 1406    Deposited Money and U.S. Government Obligations to Be Held in Trust;
Miscellaneous Provisions. 

  
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 Subject to the provisions of the last paragraph of Section 1003, all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 1406, the Trustee and any such other trustee are referred to collectively as the
“Trustee”) pursuant to Section 1404 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or
through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but
money so held in trust need not be segregated from other funds except to the extent required by law. 
 The Company shall pay and indemnify
the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1404 or the principal and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of Outstanding Securities. 
 Anything in this Article Fourteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1404 with respect to any Securities which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant
Defeasance, as the case may be, with respect to such Securities. 
 SECTION
1407    Reinstatement. 
 If the Trustee or the Paying Agent is unable to apply any money in accordance with
this Article Fourteen with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such
Securities from which the Company has been discharged or released pursuant to Section 1402 or 1403 shall be revived and reinstated as though no deposit had occurred pursuant to this Article Fourteen with respect to such Securities, until such
time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1406 with respect to such Securities in accordance with this Article Fourteen; provided, however, that if the Company makes any
payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money
so held in trust. 
 SECTION 1408    Qualifying Trustee. 

Any trustee appointed pursuant to Section 1404 for the purpose of holding trust funds deposited pursuant to that Section shall be
appointed under an agreement in form acceptable to the Trustee and shall provide to the Trustee a certificate of such trustee, upon which certificate the Trustee shall be entitled to conclusively rely, that all conditions precedent provided for
herein to the related Defeasance or Covenant Defeasance have been complied with. In no event shall the Trustee be liable for any acts or omissions of said trustee. 

  
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 ARTICLE FIFTEEN 

GUARANTEES 
 
SECTION 1501    Guarantee. 
 (1)    Unless otherwise specified with respect to a series
of Securities, subject to this Article Fifteen to the extent provided for in any series of Securities under the Indenture, each Guarantor of such series of Securities will, jointly and severally, irrevocably and unconditionally guarantee, on a
senior unsecured basis, to each Holder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, such series of Securities and the obligations of the Company hereunder or thereunder, that:
(A) the principal, premium, if any, and interest on the Security shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal and interest on the
Securities, if any, if lawful, and all other obligations of the Company to the Holders and the Trustee hereunder or under the Securities shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and
(B) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at
Stated Maturity, by acceleration or otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same
immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 

(2)    Each Guarantor, by being named as a Guarantor of any series of Securities, hereby agrees that its obligations
hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants
that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities and this Indenture, or pursuant to Section 15.06. 

(3)    Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including
reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section. 

(4)    If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any
custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, the Guarantee under this Section 15.01, to the extent theretofore discharged,
shall be reinstated in full force and effect. 

  
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 (5)    Each Guarantor of a series of Securities agrees that it shall
not be entitled to any right of subrogation in relation to the Holders of such series of Securities in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby with respect to such series of Securities.
Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (A) the maturity of the obligations guaranteed hereby may be accelerated with respect to a series of Securities
as provided in Article Five for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (B) in the event of any declaration of
acceleration of such obligations with respect to a series of Securities as provided in Article Five, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The
Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders of the applicable series of Securities under
the Guarantees. 
 (6)    Each Guarantee shall remain in full force and effect and continue to be effective should any
petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the
Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities are, pursuant to applicable law, rescinded or reduced
in amount, or must otherwise be restored or returned by any obligee on the Securities or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not
been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Securities of the applicable series shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount
paid and not so rescinded, reduced, restored or returned. 
 (7)    In case any provision of any Guarantee with respect
to a series of 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. 

(8)    Each payment to be made by a Guarantor in respect of its Guarantee of a series of Securities shall be made without
set-off, counterclaim, reduction or diminution of any kind or nature. 
 
SECTION 1502    Limitation on Guarantor Liability. 
 Each Guarantor and, by its acceptance of Securities,
each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer for purposes of bankruptcy law in the United States of America, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors of a series of
Securities hereby irrevocably agree that the obligations of each Guarantor of such series of Securities shall be limited to the maximum amount as will, after giving effect to such maximum amount and all


  
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other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by
or on behalf of any other Guarantor of such series of Securities in respect of the obligations of such other Guarantor of such series of Securities under this Article Fifteen, result in the obligations of such Guarantor under its Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor of such series of Securities that makes a payment under its Guarantee shall be entitled upon payment in full of all Guaranteed obligations under this
Indenture to a contribution from each other Guarantor of such series of Securities in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors of such series of
Securities at the time of such payment determined in accordance with generally accepted accounting principles in the United States of America. 

SECTION 1503    Execution and Delivery. 

(1)    To evidence its Guarantee of a series of Securities set forth in Section 15.01, each Guarantor hereby agrees
that a supplemental indenture to this Indenture with respect to such Guarantee shall be executed on behalf of such Guarantor by an Officer or person holding an equivalent title. 

(2)    Each Guarantor shall in such supplemental indenture agree that its Guarantee of the applicable series of
Securities set forth in Section 15.01 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Securities of such series. 

(3)    If an Officer whose signature is on this Indenture or a supplemental indenture no longer holds that office at the
time the Trustee authenticates the Security, the Guarantees of such series of Securities shall be valid nevertheless. 

(4)    The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due
delivery of the Guarantee with respect to such Security set forth in this Indenture or supplemental indenture on behalf of the Guarantors of such series of Securities. 

SECTION 1504    Subrogation. 

Each Guarantor shall be subrogated to all rights of Holders against the Company in respect of any amounts paid by any Guarantor pursuant to
the provisions of Section 15.01; provided, that, if an Event of Default has occurred and is continuing with respect to a series of Securities, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based
upon, such right of subrogation with respect to such series of Securities until all amounts then due and payable by the Company under this Indenture with respect to such series of Securities or the Securities of such series shall have been paid in
full. 
 SECTION 1505    Benefits Acknowledged. 

  
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 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 1506    Release of Guarantees. 

Notwithstanding anything in this Article Fifteen to the contrary, concurrently with the payment in full of the principal of, premium, if any,
and interest on Securities of a series or upon Defeasance or Covenant Defeasance with respect to Securities of a series, every Guarantor shall be released from and relieved of its obligations under this Article Fifteen with respect to the Securities
of such series. Upon the delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the transaction giving rise to the release of this Guarantee was made by the Company in accordance with the
provisions of this Indenture and the Securities, the Trustee (at the expense of the Company) shall execute and deliver any documents reasonably required in order to evidence the release of each Guarantor from its obligations under this Guarantee. If
any of the obligations to pay the principal of, premium, if any, and interest on such Securities and all other obligations of the Company are revived and reinstated after the termination of this Guarantee, then all of the obligations of each
Guarantor under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the principal of, premium, if any, and interest on such Securities are paid in full, and each Guarantor shall enter into
an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. 
 
ARTICLE SIXTEEN 
 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, 

OFFICERS, MANAGERS, DIRECTORS AND EMPLOYEES 

SECTION 1601    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, officer, manager, director or employee, as such, past, present or future, of the Company, any Subsidiary or any successor corporation, either directly or through the
Company, 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 Company, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers, managers, directors, or employees, as such, of the Company, any Subsidiary or any
successor corporation, 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, officer, manager, director or employee, 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


  
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and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of such Securities. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed all
as of the day and year first above written. 
 Date: November 22, 2022 

 

			
	GE HEALTHCARE HOLDING LLC
As Company
		
	By:	 	 /s/ Robert M. Giglietti

		 	 Name: Robert M. Giglietti
 Title:
President & Treasurer



 [Signature Page to Indenture] 











 
			
	THE BANK OF NEW YORK MELLON,
as Trustee
		
	By:	 	 /s/ Stacey B. Poindexter

		 	 Name: Stacey B. Poindexter
 Title:
Vice President



  
 [Signature Page to Indenture]