Form of Indenture



 EXHIBIT 4.6 
 Virage Logic Corporation 
 INDENTURE 

Dated as of 
 [TRUSTEE], 
 as 
 Trustee 







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
			
	ARTICLE 1	  	DEFINITIONS AND INCORPORATION BY REFERENCE	  	1
			
	Section 1.1	  	Definitions	  	1
			
	Section 1.2	  	Other Definitions	  	4
			
	Section 1.3	  	Incorporation by Reference of Trust Indenture Act	  	4
			
	Section 1.4	  	Rules of Construction	  	5
			
	ARTICLE 2	  	THE SECURITIES	  	5
			
	Section 2.1	  	Issuable in Series	  	5
			
	Section 2.2	  	Establishment of Terms of Series of Securities	  	6
			
	Section 2.3	  	Execution and Authentication	  	7
			
	Section 2.4	  	Registrar and Paying Agent	  	8
			
	Section 2.5	  	Paying Agent to Hold Money in Trust	  	8
			
	Section 2.6	  	Securityholder Lists	  	9
			
	Section 2.7	  	Exchange and Registration of Transfer	  	9
			
	Section 2.8	  	Mutilated, Destroyed, Lost and Stolen Securities	  	9
			
	Section 2.9	  	Outstanding Securities	  	10
			
	Section 2.10	  	Treasury Securities	  	10









					
	 	  	 	  	Page
			
	Section 2.11	  	Temporary Securities	  	10
			
	Section 2.12	  	Cancellation	  	10
			
	Section 2.13	  	Defaulted Interest	  	10
			
	Section 2.14	  	Global Securities	  	11
			
	Section 2.15	  	CUSIP and ISIN Numbers	  	11
			
	ARTICLE 3	  	REDEMPTION	  	11
			
	Section 3.1	  	Notice to Trustee	  	11
			
	Section 3.2	  	Selection of Securities to be Redeemed	  	12
			
	Section 3.3	  	Notice of Redemption	  	12
			
	Section 3.4	  	Effect of Notice of Redemption	  	12
			
	Section 3.5	  	Deposit of Redemption Price	  	12
			
	Section 3.6	  	Securities Redeemed in Part	  	12
			
	ARTICLE 4	  	COVENANTS	  	13
			
	Section 4.1	  	Payment of Principal and Interest	  	13
			
	Section 4.2	  	SEC Reports	  	13
			
	Section 4.3	  	Compliance Certificate	  	13
			
	Section 4.4	  	Stay, Extension and Usury Laws	  	13
			
	Section 4.5	  	Corporate Existence	  	13
			
	Section 4.6	  	Payment of Taxes and Other Claims	  	13









					
	 	  	 	  	Page
			
	Section 4.7	  	Maintenance of Office or Agency	  	14
			
	Section 4.8	  	Money For Securities Payments to be Held in Trust	  	14
			
	ARTICLE 5	  	SUCCESSORS	  	15
			
	Section 5.1	  	When Company May Merge, Etc.	  	15
			
	Section 5.2	  	Successor Corporation Substituted	  	15
			
	ARTICLE 6	  	DEFAULTS AND REMEDIES	  	15
			
	Section 6.1	  	Events of Default	  	15
			
	Section 6.2	  	Acceleration of Maturity; Rescission and Annulment	  	16
			
	Section 6.3	  	Collection of Indebtedness and Suits for Enforcement by Trustee	  	17
			
	Section 6.4	  	Trustee May File Proofs of Claim	  	17
			
	Section 6.5	  	Trustee May Enforce Claims Without Possession of Securities	  	17
			
	Section 6.6	  	Application of Money Collected	  	18
			
	Section 6.7	  	Limitation on Suits	  	18
			
	Section 6.8	  	Unconditional Right of Holders to Receive Principal and Interest	  	18
			
	Section 6.9	  	Restoration of Rights and Remedies	  	18
			
	Section 6.10	  	Rights and Remedies Cumulative	  	18
			
	Section 6.11	  	Delay or Omission Not Waiver	  	19
			
	Section 6.12	  	Control by Holders	  	19









					
	 	  	 	  	Page
			
	Section 6.13	  	Waiver of Past Defaults	  	19
			
	Section 6.14	  	Undertaking for Costs	  	19
			
	ARTICLE 7	  	TRUSTEE	  	19
			
	Section 7.1	  	Duties of Trustee	  	19
			
	Section 7.2	  	Rights of Trustee	  	20
			
	Section 7.3	  	Individual Rights of Trustee	  	21
			
	Section 7.4	  	Trustee’s Disclaimer	  	21
			
	Section 7.5	  	Notice of Defaults	  	21
			
	Section 7.6	  	Reports by Trustee to Holders	  	21
			
	Section 7.7	  	Compensation and Indemnity	  	21
			
	Section 7.8	  	Replacement of Trustee	  	22
			
	Section 7.9	  	Successor Trustee by Merger, Etc.	  	22
			
	Section 7.10	  	Eligibility; Disqualification	  	22
			
	Section 7.11	  	Preferential Collection of Claims Against Company	  	23
			
	ARTICLE 8	  	SATISFACTION AND DISCHARGE; DEFEASANCE	  	23
			
	Section 8.1	  	Satisfaction and Discharge of Indenture	  	23
			
	Section 8.2	  	Application of Trust Funds; Indemnification	  	23
			
	Section 8.3	  	Legal Defeasance of Securities of any Series	  	24









					
	 	  	 	  	Page
			
	Section 8.4	  	Covenant Defeasance	  	25
			
	Section 8.5	  	Repayment to Company	  	25
			
	ARTICLE 9	  	AMENDMENTS AND WAIVERS	  	25
			
	Section 9.1	  	Without Consent of Holders	  	25
			
	Section 9.2	  	With Consent of Holders	  	26
			
	Section 9.3	  	Limitations	  	26
			
	Section 9.4	  	Compliance with Trust Indenture Act	  	26
			
	Section 9.5	  	Revocation and Effect of Consents	  	27
			
	Section 9.6	  	Notation on or Exchange of Securities	  	27
			
	Section 9.7	  	Trustee Protected	  	27
			
	ARTICLE 10	  	SUBORDINATION OF SECURITIES	  	27
			
	Section 10.1	  	Agreement to Subordinate	  	27
			
	Section 10.2	  	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities	  	27
			
	Section 10.3	  	No Payment on Securities in Event of Default on Senior Debt	  	28
			
	Section 10.4	  	Payments on Securities Permitted	  	28
			
	Section 10.5	  	Authorization of Securityholders to Trustee to Effect Subordination	  	29
			
	Section 10.6	  	Notices to Trustee	  	29
			
	Section 10.7	  	Trustee as Holder of Senior Debt	  	29









					
	 	  	 	  	Page
			
	Section 10.8	  	Modifications of Terms of Senior Debt	  	29
			
	Section 10.9	  	Reliance on Judicial Order or Certificate of Liquidating Agent	  	29
			
	Section 10.10	  	Satisfaction and Discharge; Defeasance and Covenant Defeasance	  	30
			
	Section 10.11	  	Trustee Has No Fiduciary Duty to Holders of Senior Debt	  	30
			
	Section 10.12	  	Paying Agents Other than the Trustee	  	30
			
	ARTICLE 11	  	MEETINGS OF HOLDERS; ACTION WITHOUT MEETING	  	30
			
	Section 11.1	  	Purposes For Which Meetings May Be Called	  	30
			
	Section 11.2	  	Call, Notice and Place of Meeting	  	30
			
	Section 11.3	  	Persons Entitled to Vote at Meetings	  	31
			
	Section 11.4	  	Quorum; Action	  	31
			
	Section 11.5	  	Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings	  	31
			
	Section 11.6	  	Counting Votes and Recording Action of Meetings	  	32
			
	ARTICLE 12	  	MISCELLANEOUS	  	32
			
	Section 12.1	  	Trust Indenture Act Controls	  	32
			
	Section 12.2	  	Notices	  	32
			
	Section 12.3	  	Communication by Holders with Other Holders	  	33
			
	Section 12.4	  	Certificate and Opinion as to Conditions Precedent	  	33
			
	Section 12.5	  	Statements Required in Certificate or Opinion	  	33









					
	 	  	 	  	Page
			
	Section 12.6	  	Rules by Trustee and Agents	  	33
			
	Section 12.7	  	Legal Holidays	  	33
			
	Section 12.8	  	No Recourse Against Others	  	33
			
	Section 12.9	  	Counterparts	  	33
			
	Section 12.10	  	Governing Laws	  	33
			
	Section 12.11	  	No Adverse Interpretation of Other Agreements	  	34
			
	Section 12.12	  	Successors	  	34
			
	Section 12.13	  	Severability	  	34
			
	Section 12.14	  	Table of Contents, Headings, Etc.	  	34
			
	Section 12.15	  	Securities in a Foreign Currency or in ECU	  	34
			
	Section 12.16	  	Judgment Currency	  	34
			
	Section 12.17	  	Acts of Holders	  	35
			
	ARTICLE 13	  	SINKING FUNDS	  	36
			
	Section 13.1	  	Applicability of Article	  	36
			
	Section 13.2	  	Satisfaction of Sinking Fund Payments with Securities	  	36
			
	Section 13.3	  	Redemption of Securities for Sinking Fund	  	36








 Virage Logic Corporation 
 Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of . 
  

			
	 § 310(a)(1)
	  	7.10
	 (a)(2)
	  	7.10
	 (a)(3)
	  	Not Applicable
	 (a)(4)
	  	Not Applicable
	 (a)(5)
	  	7.10
	 (b)
	  	7.10
	 § 311(a)
	  	7.11
	 (b)
	  	7.11
	 (c)
	  	Not Applicable
	 § 312(a)
	  	2.6
	 (b)
	  	12.3
	 (c)
	  	12.3
	 § 313(a)
	  	7.6
	 (b)(1)
	  	7.6
	 (b)(2)
	  	7.6
	 (c)(1)
	  	7.6
	 (d)
	  	7.6









			
	 § 314(a)
	  	4.2, 12.5
	 (b)
	  	Not Applicable
	 (c)(1)
	  	12.4
	 (c)(2)
	  	12.4
	 (c)(3)
	  	Not Applicable
	 (d)
	  	Not Applicable
	 (e)
	  	12.5
	 (f)
	  	Not Applicable
	 § 315(a)
	  	7.1
	 (b)
	  	7.5
	 (c)
	  	7.1
	 (d)
	  	7.1
	 (e)
	  	6.14
	 § 316(a) (last sentence)
	  	2.10
	 (a)(1)(A)
	  	6.12
	 (a)(1)(B)
	  	6.13
	 (b)
	  	6.8
	 § 317(a)(1)
	  	6.3
	 (a)(2)
	  	6.4
	 (b)
	  	2.5
	 § 318(a)
	  	12.1

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








 Indenture dated as of
                            , between Virage Logic Corporation, a Delaware corporation (the
“Company”), and [TRUSTEE] (the “Trustee”). 
 Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Securities issued under this Indenture. 
 ARTICLE 1 
 DEFINITIONS AND INCORPORATION BY REFERENCE  
 Section 1.1 Definitions. 
 “Additional Amounts” means any additional amounts
which are required hereby or by any Security, under circumstances specified herein or therein, to be paid by the Company in respect of certain taxes imposed on Holders specified therein and which are owing to such Holders. 
 “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 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. 
 “Agent” means any Registrar, Paying Agent, co-agent, co-registrar or Service Agent. 
 “Authorized Newspaper” means a newspaper in an official language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in the place in
connection with which the term is used. If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof that is made or given
by the Trustee shall constitute a sufficient publication of such notice. 
 “Board of Directors” means the Board of Directors of the
Company or any committee thereof duly authorized to act in respect of matters relating to this Indenture. 
 “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 pursuant to authorization by the Board of Directors and to be in full force and effect on the date of
such certification and delivered to the Trustee. 
 “Business Day” means, unless otherwise provided by Board Resolution,
Officers’ Certificate or supplemental indenture hereto for a particular Series, each day which is not a Legal Holiday. 
 “Capital
Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any
debt securities convertible into such equity. 
 “Company” means the party named as such above until a successor replaces it and
thereafter means the successor. 
 “Company Order” means a written order delivered to the Trustee and signed in the name of the
Company by two Officers, one of whom must be the Company’s principal executive officer, principal financial officer or principal accounting officer. 
 “Company Request” means a written request signed in the name of the Company by its Chairman of the Board, a President or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, 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. 
 “Debt” of any Person as of any date
means, without duplication, all indebtedness of such Person in respect of borrowed money, including all interest, fees and expenses owed in respect thereto (whether or not the recourse of the lender is to the whole of the assets of such Person or
only to a portion thereof), or evidenced by bonds, notes, debentures or similar instruments. 
 “Default” means any event which is, or
after notice or passage of time would be, an Event of Default. 
  

 1 








 “Depositary” means, with respect to the Securities of any Series issuable or issued in whole or in
part in the form of one or more Global Securities, the Person designated as Depositary for such Series by the Company, which Depositary shall be a clearing agency registered under the Exchange Act; and if at any time there is more than one such
Person, “Depositary” as used with respect to the Securities of any Series shall mean the Depositary with respect to the Securities of such Series. 
 “Discount Security” means any Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration of the maturity thereof
pursuant to Section 6.2. 
 “Dollars” means the currency of the United States of America. 
 “ECU” means the European Currency Unit as determined by the Commission of the European Union. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as in effect from time
to time. 
 “Foreign Currency” means any currency or currency unit issued by a government other than the government of the United
States of America. 
 “Foreign Government Obligations” means with respect to Securities of any Series that are denominated in a
Foreign Currency, (i) direct obligations of the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised
by or acting as an agency or instrumentality of such government the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case under clauses (i) or (ii), are not
callable or redeemable at the option of the issuer thereof. 
 “Global Security” or “Global Securities” means a Security or
Securities, as the case may be, in the form established pursuant to Section 2.2 evidencing all or part of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered in the name of such Depositary or nominee.

 “Holder” or “Securityholder” means a Person in whose name a Security is registered in the Register or the holder of a
Bearer Security. 
 “Indenture” means this Indenture as originally executed and delivered and as amended from time to time and shall
include the form and terms of particular Series of Securities established as contemplated hereunder. 
 “interest” with respect to any
Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. 
 “Maturity,” when
used with respect to any Security or installment of principal thereof, means the date on which the principal of such Security or such installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or
by declaration of acceleration, call for redemption, notice of option to elect repayment or otherwise. 
 “Officer” means the Chairman
of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Company or any other duly authorized officer, agent,
or attorney-in-fact of the Company named in an Officer’s Certificate. 
 “Officers’ Certificate” means a certificate signed
by two Officers, one of whom must be the Company’s principal executive officer, principal financial officer or principal accounting officer. 
 “Opinion of Counsel” means a written opinion of legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. 
 “Person” means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision thereof. 
 “Preferred Stock”, as applied to the
Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over shares of Capital Stock of any other class of such Person. 
 “principal” of a Security means the principal of the
Security plus, when appropriate, the premium, if any, on, and any Additional Amounts in respect of, the Security. 
  

 2 








 “SEC” means the Securities and Exchange Commission. 
 “Securities” means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered under this Indenture.

 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as in effect
from time to time. 
 “Senior Debt” means the principal of, premium, if any, unpaid interest and all fees and other amounts payable in
connection with the following, whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, on (x) the Debt of the Company, for money borrowed other than (a) any Debt of the Company which when incurred and
without respect to any election under Section 1111(b) of the Federal Bankruptcy Code, was without recourse to the Company, (b) any Debt of the Company to any of its Subsidiaries, (c) Debt to any employee of the Company, (d) any
liability for taxes and (e) Trade Payables, unless the instrument creating or evidencing the same or pursuant to which the same is outstanding provides that such Debt is not senior or prior in right of payment to the Securities, (y) all
obligations of the Company under interest rate, currency and commodity swaps, caps, floors, collars, hedge arrangements, forward contracts or similar agreements or arrangements and (z) renewals, extensions, modifications and refundings of any
such Debt. This definition may be modified or superseded by a supplemental indenture. 
 “Series” or “Series of Securities”
means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.1 and 2.2 hereof. 
 “Significant Subsidiary” means (i) any direct or indirect Subsidiary of the Company that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the
Securities Act, as such regulation is in effect on the date hereof, or (ii) any group of direct or indirect Subsidiaries of the Company that, taken together as a group, would be a “significant subsidiary” as defined in Article 1, Rule
1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date hereof. 
 “Stated
Maturity” when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal
or interest is due and payable (without regard for any provisions for acceleration, redemption prepayment or otherwise). 
 “Subsidiary” of any Person means any corporation, limited liability company, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests
(including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person,
(ii) such Person and one or more Subsidiaries of such Person, or (iii) one or more Subsidiaries of such Person. 
 “TIA”
means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the date of this Indenture; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the
extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. 
 “Trade Payables” means accounts payable or
any other Debt or monetary obligations to trade creditors created or assumed by the Company or any Subsidiary of the Company in the ordinary course of business in connection with the receipt of materials or services. 
 “Trust Officer” means any officer within the Corporate Trust Office of the Trustee with direct responsibility for the administration of this
Indenture. 
 “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 Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option. 
  

 3 








 Section 1.2 Other Definitions. 
  

			
	 TERM
	  	DEFINED
IN
SECTION
	 “Bankruptcy Law”
	  	6.1
	 “Custodian”
	  	6.1
	 “Event of Default”
	  	6.1
	 “Journal”
	  	12.15
	 “Judgment Currency”
	  	12.16
	 “Legal Holiday”
	  	12.7
	 “mandatory sinking fund payment”
	  	13.1
	 “Market Exchange Rate”
	  	12.15
	 “New York Banking Day”
	  	12.16
	 “optional sinking fund payment”
	  	13.1
	 “Paying Agent”
	  	2.4
	 “Register”
	  	2.4
	 “Registrar”
	  	2.4
	 “Required Currency”
	  	12.16
	 “Service Agent”
	  	2.4
	 “successor person”
	  	5.1

 Section 1.3 Incorporation by Reference of Trust Indenture Act. 
 Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA
terms used in this Indenture have the following meanings: 
 “Commission” means the SEC. 
  

 4 








 “indenture securities” means the Securities. 
 “indenture security holder” means a Securityholder. 
 “indenture to be qualified” means this Indenture. 
 “indenture trustee” or
“institutional trustee” means the Trustee. 
 “obligor” on the indenture securities means the Company and any successor
obligor upon the Securities. 
 All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute
or defined by SEC rule under the TIA and not otherwise defined herein are used herein as so defined. 
 Section 1.4 Rules of
Construction. 
 Unless the context otherwise requires: 
 (a) a term has the meaning assigned to it; 
 (b) all other terms used herein which are defined in
the TIA, either directly or by reference therein, have the meanings assigned to them therein; 
 (c) an accounting term not otherwise defined
has the meaning assigned to it in accordance with generally accepted accounting principles; 
 (d) references to “generally accepted
accounting principles” shall mean generally accepted accounting principles in effect as of the time when and for the period as to which such accounting principles are to be applied; 
 (e) “or” is not exclusive; 
 (f) the words “herein,” “hereof,”
“hereto” 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; 
 (g) provisions apply to successive events and transactions; 
 (h) any reference to gender includes
the masculine, feminine and the neuter, as the case may be; 
 (i) references to agreements and other instruments include subsequent amendments
thereto and restatements thereof; 
 (j) “including” means “including without limitation”; 
 (k) all exhibits are incorporated by reference herein and expressly made a part of this Indenture; 
 (l) all references to articles, sections and exhibits (and subparts thereof) are to this Indenture; 
 (m) any transaction or event shall be considered “permitted by” or made “in accordance with” or “in compliance with” this
Indenture or any particular provision thereof if such transaction or event is not expressly prohibited by this Indenture or such provision, as the case may be; and 
 (n) words in the singular include the plural, and in the plural include the singular. 
 ARTICLE 2 
 THE SECURITIES  
 Section 2.1 Issuable in Series. 
 The aggregate principal amount of Securities that
may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth in a Board Resolution, a

  

 5 








 
supplemental indenture or an Officers’ Certificate detailing the adoption of the terms thereof pursuant to the authority granted under a Board Resolution. In the case of Securities of a
Series to be issued from time to time, the Board Resolution, Officers’ Certificate or supplemental indenture may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest
shall accrue) are to be determined. Securities may differ between Series in respect of any matters, provided that all Series of Securities shall be equally and ratably entitled to the benefits of this Indenture. 
 Section 2.2 Establishment of Terms of Series of Securities. 
 At or prior to the issuance of any Securities within a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.2.1 and either as to such Securities within the
Series or as to the Series generally in the case of Subsections 2.2.2 through 2.2.22) by a Board Resolution, a supplemental indenture or an Officers’ Certificate pursuant to authority granted under a Board Resolution: 
 2.2.1 the title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series); 
 2.2.2 the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be issued; 
 2.2.3 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 2.7, 2.8, 2.11, 3.6 or 9.6); 
 2.2.4 the date or dates on which the principal of the Securities of the Series is payable and the right, if any, to extend the Maturity of the Securities of
the Series and the duration of such extension; 
 2.2.5 the rate or rates (which may be fixed or variable) per annum or, if applicable, the
method used to determine such rate or rates (including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, and the right if any, to extend
the interest payment periods and the duration of such extension; the date or dates from which such interest, if any, shall accrue; the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the
interest payable on any interest payment date; 
 2.2.6 the place or places where the principal of and interest, if any, on the Securities of
the Series shall be payable, or the method of such payment, if by wire transfer, mail or other means and the place or places at which registration, transfer or exchange of the Securities of the Series may be affected; 
 2.2.7 if applicable, the period or periods within which, or the date or dates on which, the price or prices at which and the terms and conditions upon which
the Securities of the Series may be redeemed, in whole or in part, at the option of the Company; 
 2.2.8 the obligation, if any, of the Company
to redeem or purchase the Securities of the Series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, or the date or dates on which, the price or prices at which and the
terms and conditions upon which Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 
 2.2.9 the dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company at the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations;

 2.2.10 if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of the Series shall
be issuable; 
 2.2.11 the forms of the Securities of the Series (and whether the Securities will be issuable as Global Securities); 

2.2.12 if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.2; 
 2.2.13 the currency of denomination of the Securities of
the Series, which may be Dollars or any Foreign Currency, including, but not limited to, the ECU, and if such currency of denomination is a composite currency other than the ECU, the agency or organization, if any, responsible for overseeing such
composite currency; 
 2.2.14 the designation of the currency, currencies or currency units in which payment of the principal of and interest,
if any, on the Securities of the Series will be made; 
  

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 2.2.15 if payments of principal of or interest, if any, on the Securities of the Series are to be made in
one or more currencies or currency units other than that or those in which such Securities are denominated, the manner in which the exchange rate with respect to such payments will be determined; 
 2.2.16 the manner in which the amounts of payment of principal of or interest, if any, on the Securities of the Series will be determined, if such amounts
may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index; 
 2.2.17 the provisions, if any, relating to any security provided for the Securities of the Series; 
 2.2.18 any 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 6.2; 
 2.2.19 any addition to or change in the covenants set forth in Articles 4 or 5 which applies to
Securities of the Series; 
 2.2.20 the terms, if any, pursuant to which if the Securities of the Series are to be convertible into or
exchangeable for the class A common stock of the Company, par value $0.001 per share, or Preferred Stock of the Company or other securities, including, without limitation, securities of another Person held by the Company or its Affiliates;

 2.2.21 whether the Securities of such Series are subject to subordination and the terms of such subordination; 
 2.2.22 any other terms of the Securities of the Series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by
Section 9.1, but which may modify or delete any provision of this Indenture insofar as it applies to such Series); and 
 2.2.23 any
depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those appointed herein. 
 All Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the Board
Resolution, supplemental indenture or Officers’ Certificate referred to above, and the authorized principal amount of any Series may not be increased to provide for issuances of additional Securities of such Series, unless otherwise provided in
such Board Resolution, supplemental indenture or Officers’ Certificate. 
 Section 2.3 Execution and Authentication.

 One or more Officers shall sign the Securities for the Company by manual or facsimile signature. 
 If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall be valid so long as
such individual was an Officer at the time of execution of the Security. 
 A Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. 
 The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’
Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions
shall be promptly confirmed electronically or in writing. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate. 
 The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8. 
 Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution, supplemental
indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’
Certificate complying with Section 12.4, and (c) an Opinion of Counsel complying with Section 12.4. 
 The Trustee shall have the
right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; or (b) if the Trustee in good faith shall determine that such
action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities. 
  

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 The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the
Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. 
 Section 2.4 Registrar and Paying Agent. 
 The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or
surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities
of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities (the “Register”) and to their transfer and exchange. The Company will give prompt
written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service
Agent or shall fail to furnish the Trustee with the name and 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. 
 The Company may also from time to time designate one or more
co-registrars, additional paying agents or additional service agents 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 obligations to
maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 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 name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional
paying agent; and the term “Service Agent” includes any additional service agent. 
 The Company hereby appoints the Trustee to be the
initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. The Company or any of its
domestically organized Subsidiaries may act as Paying Agent, Registrar or Service Agent. 
 The rights, privileges, protections, immunities and
benefits given to the Trustee under this Indenture including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent acting hereunder.

 The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or Service Agent not a party to this Indenture,
which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. 
 The Company may remove any Registrar, Paying Agent or Service Agent for any Series of Securities upon written notice to such Registrar, Paying Agent or
Service Agent and to the Trustee; provided, however, that no such removal shall become effective until (a) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor
Registrar, Paying Agent or Service Agent, as the case may be, and delivered to the Trustee or (b) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with
clause (a) above. The Registrar, Paying Agent or Service Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as Paying Agent, Registrar or Service Agent only if the Trustee also resigns as Trustee in
accordance with Section 7.8. 
 Section 2.5 Paying Agent to Hold Money in Trust. 
 Prior to each due date of the principal and interest on any Series of Securities, the Company shall deposit with the Paying Agent (or if the Company or a
Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent will hold in trust, for the benefit of Securityholders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on the Series of
Securities, and shall notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Securityholders of any Series of Securities all money held by it as Paying Agent. 
  


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 Section 2.6 Securityholder Lists. 
 The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders of each Series of Securities and shall
otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish, or cause the Registrar to furnish, to the Trustee at least five Business Day before each interest payment date and at such other times as the
Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Securityholders of each Series of Securities. 
 Section 2.7 Exchange and Registration of Transfer. 
 The Company shall cause to be
kept at the Corporate Trust Office the Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities of a Series and of transfers of Securities of such Series. The
Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. 
 Upon
surrender for registration of transfer of any Security of a Series to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.7, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or transferees, one or more new Security of the same Series of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be
required by this Indenture. 
 Securities of a Series may be exchanged for other Securities of the same Series of any authorized denominations
and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.7. Whenever any Securities of a Series are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Securities of the same Series that the Holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. 
 All Securities of a Series issued upon any registration of transfer or exchange of Securities of the same Series shall be the valid obligations of the
Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities of the same Series surrendered upon such registration of transfer or exchange. 
 All Securities of a Series presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar) be
duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Securities of such Series shall be duly executed by the holder thereof or his attorney duly authorized in writing.

 No service charge shall be made to any holder for any registration of, transfer or exchange of Securities, but the Company or the Trustee may
require payment by the holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Securities (other than any such transfer tax or
similar governmental charge payable upon exchanges pursuant to Sections 2.11, 3.6 or 9.6). 
 Neither the Company nor the Trustee nor any
Registrar shall be required to exchange, issue or register a transfer of (a) Securities of any Series for a period of fifteen calendar days next preceding the date of mailing of a notice of redemption of Securities of that Series selected for
redemption, or (b) Securities of any Series or portions thereof called for redemption, except for the unredeemed portion of any Securities of that Series being redeemed in part. 
 Section 2.8 Mutilated, Destroyed, Lost and Stolen Securities. 
 If a mutilated
Security is surrendered to the Registrar or if the Securityholder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security of the same
Series if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Securityholder (i) satisfies the Company or the Trustee within a reasonable time after he has notice of such loss, destruction or wrongful
taking and the Registrar does not register a transfer prior to receiving such notification, (ii) makes such request to the Company or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of
the Uniform Commercial Code (a “protected purchaser”) and (iii) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Securityholder shall furnish an indemnity bond sufficient in
the judgment of the Trustee to protect the Company, the Trustee, the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Company and the Trustee may charge the Securityholder for the Company’s
and/or the Trustee’s expenses in replacing a Security. In case any Security which has matured or is about to mature or has been called for redemption, shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Security, pay or authorize the payment of (without surrender thereof except in the case of a mutilated Security), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if
applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or in connection with such substitution, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company, the Trustee and, if applicable, any Paying Agent evidence to their satisfaction of the destruction, loss or theft of such Securities and of the ownership thereof.

  

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 Every replacement Security of any Series issued pursuant to this Section 2.8 is an additional
obligation of the Company. 
 The provisions of this Section 2.8 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 2.9 Outstanding
Securities. 
 The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it,
those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding. A Security does not cease to be
outstanding because the Company or an Affiliate holds the Security. 
 If a Security is replaced pursuant to Section 2.8, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a protected purchaser. 
 If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds on the Maturity of Securities of a Series money sufficient to pay such Securities (or portions thereof) payable on that date, and the Paying
Agent is not prohibited from paying such money to the Securityholders of such Series on that date pursuant to the terms of this Indenture, then on and after that date such Securities of the Series (or portions thereof) cease to be outstanding and
interest on them ceases to accrue. 
 In determining whether the Holders of the requisite principal amount of outstanding Securities have given
any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.2. 
 Section 2.10 Treasury Securities. 
 In determining whether the Holders of the required principal amount of Securities of a
Series have concurred in any direction, waiver or consent, Securities of a Series owned by the Company or an Affiliate shall be disregarded and deemed not to be outstanding, except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent only Securities of a Series that the Trustee knows are so owned shall be so disregarded. 
 Section 2.11 Temporary Securities. 
 Pending the preparation of Securities in certificated form, the Company may execute
and the Trustee or an authenticating agent appointed by the Trustee shall, upon the Company Order, authenticate and deliver temporary Securities (printed, lithographed, typewritten, photocopied or otherwise produced). Temporary Securities shall be
issuable in any authorized denomination, and substantially in the form of the Securities in certificated form, but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the
Company. Every such temporary Security shall be executed by the Company and authenticated by the Trustee or such authenticating agent upon the same conditions and in substantially the same manner, and with the same effect, as the Securities in
certificated form. Without unreasonable delay, the Company will execute and deliver to the Trustee or such authenticating agent Securities of the same Series in certificated form and thereupon any or all temporary Securities may be surrendered in
exchange therefor, at each office or agency maintained by the Company pursuant to Section 4.7 and the Trustee or such authenticating agent shall authenticate and make available for delivery in exchange for such temporary Securities an equal
aggregate principal amount of Securities of the same Series in certificated form. Such exchange shall be made by the Company at its own expense and without any charge therefor. Until so exchanged, the temporary Securities shall in all respects be
entitled to the same benefits and subject to the same limitations under this Indenture as Securities of the same Series in certificated form authenticated and delivered hereunder. 
 Section 2.12 Cancellation. 
 The Company at any time may deliver Securities to the
Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or cancellation and dispose of such canceled Securities in accordance with its customary procedure. The Company may not issue new Securities to replace Securities that it has paid or delivered
to the Trustee for cancellation. The Trustee shall not authenticate Securities in place of canceled Securities other than pursuant to the terms of this Indenture. 
 Section 2.13 Defaulted Interest.  
 If the Company defaults in a payment of interest
on a Series of Securities, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the Persons who are Securityholders of the Series on a subsequent special record date. The
Company shall fix or cause to be fixed any such special record date and payment date to the reasonable

  

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satisfaction of the Trustee and shall promptly mail or cause to be mailed to each Securityholder of the Series a notice that states the special record date, the payment date and the amount of
defaulted interest to be paid. The Company may pay defaulted interest in any lawful manner. 
 Section 2.14 Global Securities. 

 2.14.1 Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish
whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depositary for such Global Security or Securities. 
 2.14.2 Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7 of this Indenture and in addition thereto, any Global Security shall be exchangeable
pursuant to Section 2.7 of this Indenture for Securities registered in the names of Holders other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depositary within 90 days of such
event, (ii) the Company executes and delivers to the Trustee an Officers’ Certificate to the effect that such Global Security shall be so exchangeable or (iii) an Event of Default with respect to the Securities represented by such
Global Security shall have happened and be continuing. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depositary shall direct in writing in an
aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms. 
 Except as provided in this
Section 2.14.2, a Global Security may not be transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary. 
 2.14.3
Legend. Any Global Security issued hereunder shall bear a legend in substantially the following form: 
 “This Security is a Global
Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depositary or a nominee of the 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, by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary.” 
 2.14.4 Acts of Holders. The Depositary, as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is
entitled to give or take under this Indenture. 
 2.14.5 Payments. Notwithstanding the other provisions of this Indenture, unless
otherwise specified as contemplated by Section 2.2, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof. 
 2.14.6 Consents, Declaration and Directions. Except as provided in Section 2.14.5, the Company, the Trustee and any Agent shall treat a Person as the Holder of such principal amount of
outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of the Depositary with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions
required to be given by the Holders pursuant to this Indenture. 
 Section 2.15 CUSIP and ISIN Numbers.  
 The Company in issuing the Securities may use “CUSIP” and “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” and “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 elements of identification 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 changes to the CUSIP and ISIN numbers. 
 ARTICLE 3

 REDEMPTION  
 Section 3.1 Notice to Trustee.  
 The Company may, with respect to any Series of
Securities, reserve the right to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such

  

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terms as provided for in such Securities. If a Series of Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the Series of
Securities pursuant to the terms of such Securities, it shall notify the Trustee in writing of the redemption date and the principal amount of Series of Securities to be redeemed. The Company shall give such written notice at least 35 calendar days
before the redemption date (or such shorter notice as may be acceptable to the Trustee). 
 Section 3.2 Selection of Securities to be
Redeemed.  
 Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or an Officers’
Certificate, if less than all the Securities of a Series are to be redeemed, the Trustee shall select the Securities of the Series to be redeemed in any manner that the Trustee deems fair and appropriate. The Trustee shall make the selection from
Securities of the Series outstanding not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities of the Series that have denominations larger than $1,000. Securities of the Series and portions
of them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to Section 2.2.10, the minimum principal denomination for each Series and
integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called for redemption also apply to portions of Securities of that Series called for redemption. 
 Section 3.3 Notice of Redemption.  
 Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, at least 30 days but not more than 60 days before a redemption date, the Company shall give notice of
redemption, in the manner provided in Section 12.2. 
 The notice shall identify the Securities of the Series to be redeemed and shall
state: 
 (a) the redemption date; 
 (b) the redemption price; 
 (c) the name and address of the Paying Agent; 
 (d) if less than all Securities of any Series are to be redeemed, the identification of the particular Securities to be redeemed and the portion of the
principal amount of any Security to be redeemed in part; 
 (e) that Securities of the Series called for redemption must be surrendered to the
Paying Agent to collect the redemption price; 
 (f) that interest on Securities of the Series called for redemption ceases to accrue on and
after the redemption date; and 
 (g) any other information as may be required by the terms of the particular Series or the Securities of a
Series being redeemed. 
 At the Company’s written request, the Trustee shall give the notice of redemption in the Company’s name and
at the Company’s expense and provided that the form and content of such notice shall be prepared by the Company. 
 Section 3.4
Effect of Notice of Redemption.  
 Once notice of redemption is delivered as provided in Section 3.3, Securities of a Series called
for redemption become due and payable on the redemption date and at the redemption price. A notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest
to the redemption date. 
 Section 3.5 Deposit of Redemption Price.  
 On or before the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that
date. 
 Section 3.6 Securities Redeemed in Part.  
 Upon surrender of a Security that is redeemed in part, the Trustee shall authenticate for the Holder a new Security of the same Series and the same maturity equal in principal amount to the unredeemed
portion of the Security surrendered. 
  

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 ARTICLE 4 
 COVENANTS  
 Section 4.1 Payment of Principal and
Interest.  
 The Company shall duly and punctually pay the principal of and interest, if any, on the Securities of that Series in
accordance with the terms of such Securities and this Indenture. 
 Section 4.2 SEC Reports.  
 The Company shall deliver (which delivery may be via electronic mail) to the Trustee within 15 days after filing by the Company with the SEC copies of the
annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company had filed with the SEC pursuant to Section 13 or 15(d)
of the Exchange Act (whether or not the Company was subject to the filing requirements of the Exchange Act as of the time of such filing). Any filings made by the Company via the SEC’s Electronic Data Gathering, Analysis, and Retrieval system
(or EDGAR) shall be deemed to be delivered to the Trustee pursuant to this Section 4.2. The Company also shall comply with the other provisions of TIA § 314(a). 
 Section 4.3 Compliance Certificate.  
 The Company shall deliver to the Trustee,
within 90 days after the end of each fiscal year of the Company, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of such
Officer’s knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture in all material respects without regard to any period of grace or requirement of notice provided under this
Indenture. 
 The Company will, so long as any of the Securities are outstanding, deliver to the Trustee, within five (5) Business Days of
becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. 
 Section 4.4 Stay, Extension and Usury Laws.  
 The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the performance of this Indenture or the Securities; and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and
covenants that it will not, by resort to any such law, 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 has been enacted. 

Section 4.5 Corporate Existence.  
 Subject to Article 5, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership or other existence of each Significant Subsidiary in
accordance with the respective organizational documents of each Significant Subsidiary and the rights (charter and statutory), licenses and franchises of the Company and its Significant Subsidiaries; provided, however, that the Company shall not be
required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any Significant Subsidiary, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct
of the business of the Company and its Subsidiaries taken as a whole and that the loss thereof is not adverse in any material respect to the Holders. 
 Section 4.6 Payment of Taxes and Other Claims.  
 The Company will pay or discharge, or cause to be paid or discharged,
before the same may become delinquent, (i) all taxes, assessments and governmental charges levied or imposed upon the Company or any Significant Subsidiary or upon the income, profits or property of the Company or any Significant Subsidiary,
(ii) all claims for labor, materials and supplies which, if unpaid, might by law become a lien or charge upon the property of the Company or any Significant Subsidiary and (iii) all stamp taxes and other duties, if any, which may be
imposed by the United States or any political subdivision thereof or therein in connection with the issuance, transfer, exchange or redemption of any Securities of any Series or with respect to this Indenture; provided that, in the case of clauses
(i) and (ii), the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim (A) if the failure to do so will not, in the aggregate, have a material adverse impact on the
Company, or (B) if the amount, applicability or validity is being contested in good faith by appropriate proceedings. 
  

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 Section 4.7 Maintenance of Office or Agency.  
 The Company will maintain an office or agency where the Securities of a Series may be surrendered for registration of transfer or exchange or for
presentation for payment and where notices and demands to or upon the Company in respect of the Securities of a Series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in
the location, of such office or agency not designated or appointed by the Trustee. 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. 
 The Company may also from time to time
designate co-registrars and one or more offices or agencies where the Securities of a Series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. 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 4.8 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 the Securities of any Series, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on any of such Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall promptly notify the Trustee of any failure by the
Company (or any other obligor of such Securities) to make any payment of principal of or premium, if any, or interest, if any, on such Securities. 
 Whenever the Company shall have one or more Paying Agents for the Securities of any Series, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on such Securities, deposit with such Paying
Agents sums sufficient (without duplication) to pay the principal and premium or interest so becoming due, such sums to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is
the Trustee) the Company shall promptly notify the Trustee of any failure by it so to act. 
 The Company shall cause each Paying Agent for the
Securities of any Series, other than the Company or 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 4.8, that such Paying Agent
shall: 
 (a) hold all sums held by it for the payment of the principal of and premium, if any, or interest, if any, on such Securities in trust
for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 
 (b) give the Trustee notice of any failure by the Company (or any other obligor upon such Securities) to make any payment of principal of or premium, if any, or interest, if any, on such Securities; and 
 (c) at any time during the continuance of any such failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust
by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and addresses of the Persons entitled to such sums. 
 The Company may at any time 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, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article 8; 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 and premium, if any, or interest, if any, on any Security and remaining unclaimed for two years after such principal and premium, if any, or interest, if
any, has become due and payable shall be paid to the Company on request of the Company, or, if then held by the Company, shall be discharged from such trust; and, upon such payment or discharge, the Holder of such Security shall, as an unsecured
general creditor and not as the Holder of an outstanding Security, look only to the Company for payment of the amount so due and payable and remaining unpaid (subject, however, to the provisions of Article 10), and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment to the Company,
may at the expense of the Company cause to be mailed, on one occasion only, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such mailing, any
unclaimed balance of such money then remaining will be paid to the Company. 
  

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 ARTICLE 5 
 SUCCESSORS  
 Section 5.1 When Company May Merge, Etc.
 
 The Company shall not consolidate with or merge into, or convey, transfer or lease all or substantially all of its properties and assets
to, any Person (a “successor person”), and may not permit any Person to merge into, or convey, transfer or lease its properties and assets substantially as an entirety to, the Company, unless: 
 (a) the successor person (if any) is a corporation, partnership, trust or other entity organized and validly existing under the laws of any U.S. or foreign
jurisdiction and expressly assumes the Company’s obligations on the Securities and under this Indenture; and 
 (b) immediately after
giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing. 
 The Company shall deliver to the
Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.

 Section 5.2 Successor Corporation Substituted.  
 Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor person
formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein. In the case of a sale, lease, conveyance or other disposition in accordance with Section 5.1 and upon satisfaction of all conditions specified
in Section 5.1, the predecessor Company shall be released from all obligations and covenants under this Indenture and on and under all Securities then outstanding and the Trustee shall acknowledge in writing that the predecessor Company has
been so released and discharged. 
 ARTICLE 6 
 DEFAULTS AND REMEDIES  
 Section 6.1 Events of Default.
 
 “Event of Default,” wherever used herein with respect to Securities of any Series, means any one of the following events,
unless in the establishing Board Resolution, supplemental indenture or Officers’ Certificate, it is provided that such Series shall not have the benefit of said Event of Default: 
 (a) default in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of such default for a period of 60 days after there has been given, in the manner
provided in Section 12.2, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 33% in principal amount of the outstanding Securities of that Series a written notice specifying such default and requiring it
to be remedied and stating that such notice is a “Notice of Default” hereunder (unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying Agent prior to the expiration of such period of 60
days); or 
 (b) default in the deposit of any sinking fund payment, when and as due in respect of any Security of that Series; or 

(c) default in the performance or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty that has been
included in this Indenture solely for the benefit of Series of Securities other than that Series), which default continues uncured for a period of 90 days after there has been given, in the manner provided in Section 12.2, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 33% in principal amount of the outstanding Securities of that Series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice
is a “Notice of Default” hereunder; or 
 (d) a default under any Debt of the Company with an aggregate principal amount of U.S.
$100.0 million (including a default with respect to Securities of any Series other than that Series) or any Subsidiary that causes acceleration of the maturity date of such Debt, whether such Debt now exists or shall hereafter be created, if
(A) such default results from the failure to pay any such Debt when it becomes due, and (B) such Debt is not discharged or such acceleration is not rescinded or annulled within 30 days after written notice to the Company by the Trustee, or
written notice to the Company and the Trustee by the holder or holders of such Debt in the manner provided for in the applicable debt instrument; or 
  

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 (e) the Company or any of its Significant Subsidiaries pursuant to or within the meaning of any Bankruptcy
Law: 
 (i) commences a voluntary case, 
 (ii) consents to the entry of an order for relief against it in an involuntary case, 
 (iii) consents to the appointment of a
Custodian of it or for all or substantially all of its property, 
 (iv) makes a general assignment for the benefit of its creditors, or

 (v) generally is unable to pay its debts as the same become due; or 
 (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (i) is for relief against the Company or any of its Significant Subsidiaries in an involuntary case, 
 (ii) appoints a Custodian of
the Company or any of its Significant Subsidiaries or for all or substantially all of its property, or 
 (iii) orders the liquidation of the
Company or any of its Significant Subsidiaries, and the order or decree remains unstayed and in effect for 60 days; or 
 (g) any other Event of
Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, in accordance with Section 2.2.18. 
 The term “Bankruptcy Law” means title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 
 Section 6.2 Acceleration of Maturity;
Rescission and Annulment.  
 If an Event of Default with respect to Securities of any Series at the time outstanding occurs and is
continuing (other than an Event of Default referred to in Section 6.1(e) or (f)) then in every such case the Trustee or the Holders of not less than 33% in principal amount of the outstanding Securities of that Series may declare the principal
amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of that Series 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) and accrued and unpaid interest, if any, shall become immediately
due and payable. If an Event of Default specified in Section 6.1(e) or (f) shall occur, the principal amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 
 At any time after such a
declaration of acceleration with respect to any Series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount
of the outstanding Securities of that Series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: 
 (a) the Company has paid or deposited with the Trustee a sum sufficient to pay: 
 (i) all overdue
interest, if any, on all Securities of that Series, 
 (ii) the principal of any Securities of that Series which have become due otherwise than
by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities, 
 (iii) to the extent
that payment of such interest is lawful, interest upon any overdue principal and overdue interest at the rate or rates prescribed therefor in such Securities, and 
 (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; 
 and 
 (b) 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 6.13. 
  

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

Section 6.3 Collection of Indebtedness and Suits for Enforcement by Trustee.  
 The Company covenants that if 
 (a) default is made in the payment of any interest on any Security
when such interest becomes due and payable and such default continues for a period of 60 days, or 
 (b) default is made in the payment of
principal of any Security within three Business Days of its Maturity thereof, or 
 (c) default is made in the deposit of any sinking fund
payment when and as due by the terms of a Security, then, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest
and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal or any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
 If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so
due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law
out of the property of the Company or any other obligor upon such Securities, wherever situated. 
 If an Event of Default with respect to any
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 6.4 Trustee May File Proofs of Claim.  
 In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other
obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 
 (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in
such judicial proceeding, and 
 (b) 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 for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.7. 
 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in
any such proceeding. 
 Section 6.5 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 judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. 
  

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 Section 6.6 Application of Money Collected.  
 Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case
of the distribution of such money on account of principal or 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 7.7; and 
 Second: To the payment of the amounts then due and unpaid for principal of and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on such Securities for principal and interest, respectively; and 
 Third: To the Company. 
 Section 6.7 Limitation on Suits.  
 No Holder of any Security of any Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless 
 (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with
respect to the Securities of that Series; 
 (b) the Holders of not less than 33% 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; 
 (c) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;

 (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

 (e) 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 of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for
the equal and ratable benefit of all such Holders. 
 Section 6.8 Unconditional Right of Holders to Receive Principal 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 interest, if any, on such Security on the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption 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 6.9 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 6.10 Rights and Remedies Cumulative.  
 Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, 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. 
  

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 Section 6.11 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 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 6.12 Control by Holders.  
 The Holders of a majority in principal amount of the outstanding Securities of any Series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such Series, provided that 
 (a) such direction shall not be in conflict with any rule of law or with this Indenture, 
 (b) the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and 
 (c) subject to the
provisions of Section 6.1, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Trust Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in
personal liability. 
 Section 6.13 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 in the payment of the principal of or interest on any Security of such Series (provided, however, that the Holders of a majority in principal amount of the outstanding Securities of
any Series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). 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 6.14 Undertaking for Costs.  
 All parties to this Indenture agree, and each
Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 6.14 shall not apply to any suit instituted
by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the outstanding Securities of any Series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of or interest on any Security on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date). 
 ARTICLE 7 
 TRUSTEE  
 Section 7.1 Duties of Trustee.  
 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a
prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. 
 (b) Except during the
continuance of an Event of Default: 
 (i) the Trustee need perform only those duties that are specifically set forth in this Indenture and no
implied covenants or obligations shall be read into this Indenture against the Trustee; and 
  

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 (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; however, the Trustee shall examine such certificates and opinions to
determine whether or not they conform to the requirements of this Indenture. 
 (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful misconduct, except that: 
 (i) this paragraph does not limit the effect
of paragraph (b) of this Section 7.1; 
 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust
Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (iii) the Trustee shall not be liable
with respect to any action it takes or omits to take with respect to Securities of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of such Series. 

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a), (b) and (c) of this Section 7.1.

 (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.

 (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
 (g) 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 is not reasonably assured to it. 
 (h) 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 and to the provisions of the TIA. 
 Section 7.2 Rights of Trustee.  
 (a) The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in such document. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel. 
 (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or
powers. 
 (e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this
Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

 (f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note 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. 
 (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request,
order or direction of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby. 
 (h) The rights, privileges, protections, immunities 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 Person employed to act hereunder. 
  

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 (i) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names
of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any
person specified as so authorized in any such certificate previously delivered and not superseded. 
 (j) The permissive rights of the Trustee
enumerated herein shall not be construed as duties. 
 Section 7.3 Individual Rights of Trustee.  
 The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate
with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee is also subject to Sections 7.10 and 7.11. 
 Section 7.4 Trustee’s Disclaimer.  
 The Trustee shall not be responsible and
makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement in the
Securities or in any document issued in connection with the sale of the Securities or in the Securities other than its certificate of authentication. 
 Section 7.5 Notice of Defaults.  
 If a Default or Event of Default occurs and is continuing with respect to the
Securities of any Series and if it is known to a Trust Officer of the Trustee, the Trustee shall mail to each Securityholder of the Securities of that Series and, if any Bearer Securities are outstanding, publish on one occasion in an Authorized
Newspaper, notice of a Default or Event of Default within 90 days after it occurs or 30 days after it is known to a Trust Officer or written notice of it is received by the Trustee. Except in the case of a Default or Event of Default in payment of
principal, premium (if any) of or interest on any Security of any Series or in payment of any redemption obligation, the Trustee may withhold the notice if and so long as its corporate trust committee or a committee of its Trust Officers in good
faith determines that withholding the notice is in the interests of Securityholders of that Series. 
 Section 7.6 Reports by Trustee to
Holders.  
 As promptly as practicable after each May 15 beginning with May 15, 2010, and in any event prior to July 15 in each year, the
Trustee shall transmit by mail to all Securityholders, as their names and addresses appear on the register kept by the Registrar and, if any Bearer Securities are outstanding, publish in an Authorized Newspaper, a report dated as of May 15 of each
year in such manner and to the extent required by TIA § 313(a). The Trustee shall also comply with TIA § 313(b) and TIA § 313(c). 
 A copy of each report at the time of its mailing to Securityholders of any Series shall be filed with the SEC and each stock exchange (if any) on which the Securities of that Series are listed. The Company shall promptly notify the Trustee
when Securities of any Series are listed on any stock exchange and of any delisting thereof. 
 Section 7.7 Compensation and Indemnity.
 
 The Company shall pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in
writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The
Company shall indemnify the Trustee, and hold it harmless, against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by or in connection with the offer and sale of the Securities or the administration of
this trust and the performance of its duties hereunder. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company
shall not relieve the Company of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have
separate counsel and the Company shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified
parties’ reasonable judgment, there is no conflict of interest between the Company and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by an
indemnified party through such party’s own willful misconduct or negligence. 
 To secure the Company’s payment obligations in this
Section 7.7, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest and any liquidated damages on
particular Securities of that Series. 
  

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 The Company’s payment obligations pursuant to this Section shall survive the satisfaction or discharge
of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. 
 When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any
Bankruptcy Law. 
 Section 7.8 Replacement of Trustee.  
 The Trustee may resign with respect to the Securities of one or more Series at any time by so notifying the Company. The Holders of a majority in principal amount of the Securities of any Series may
remove the Trustee with respect to that Series by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee with respect to Securities of one or more Series if: 
 (a) the Trustee fails to comply with Section 7.10; 
 (b) the Trustee is adjudged bankrupt or insolvent; 
 (c) a receiver or other public officer takes charge of the Trustee or its
property; or 
 (d) the Trustee otherwise becomes incapable of acting. 
 If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Securities of any Series and such Securityholders do not reasonably promptly appoint a
successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. 
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. The successor
Trustee shall mail a notice of its succession to each Securityholder of each such Series and, if any Bearer Securities are outstanding, publish such notice on one occasion in an Authorized Newspaper. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7. 
 If a successor Trustee with
respect to the Securities of any one or more Series does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Securities of the applicable Series may
petition any court of competent jurisdiction for the appointment of a successor Trustee. 
 If the Trustee with respect to the Securities of any
one or more Series fails to comply with Section 7.10, any Securityholder of the applicable Series may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 Notwithstanding the replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 7.7 shall continue for the
benefit of the retiring Trustee 
 Section 7.9 Successor Trustee by Merger, etc.  
 If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee. 
 In case at the time such successor or successors by merger, conversion or consolidation to the Trustee with respect to the Securities of any one or more Series shall succeed to the trusts created by this Indenture any of the Securities of
the applicable Series shall have been authenticated but not delivered, any such successor to such Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities of the applicable Series so authenticated;
and in case at that time any of the Securities of such Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the
Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities of such Series or in this Indenture provided that the certificate of the Trustee shall have. 
 Section 7.10 Eligibility; Disqualification.  
 The Trustee shall at all times satisfy the requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition. The Trustee
shall comply with TIA § 310(b);

  

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provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in
other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met. 
 Section 7.11 Preferential Collection of Claims Against Company. 
 The Trustee shall comply with TIA § 311(a),
excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated. 
 ARTICLE 8 
 SATISFACTION AND DISCHARGE; DEFEASANCE 

 Section 8.1 Satisfaction and Discharge of Indenture. 
 This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.1), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when 
 (a) either 
 (i) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or
paid) have been delivered to the Trustee for cancellation; or 
 (ii) all such Securities not theretofore delivered to the Trustee for
cancellation 
 (1) have become due and payable, or 
 (2) will become due and payable at their Stated Maturity within one year, or 
 (3) 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, or 
 (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; 
 and the Company, in the case of (1), (2) or (3) above, has deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and
discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the
date of such deposit) or to the Stated Maturity or redemption date, as the case may be; 
 (b) the Company has paid or caused to be paid all
other sums payable hereunder by the Company; and 
 (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 
 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.7, and, if money shall have been deposited with the Trustee pursuant to
clause (a) of this Section 8.1, the provisions of Sections 2.4, 2.7, 2.8, 3.3, 4.8, 8.1, 8.2 and 8.5 shall survive. 
 Section 8.2 Application of Trust Funds; Indemnification.  
 (a) Subject to the provisions of Section 8.5, all money
deposited with the Trustee pursuant to Section 8.1, all money and U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4 and all money received by the Trustee in respect of
U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4, 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 interest for whose payment such money has been deposited
with or received by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated by Sections 8.3 or 8.4. 
  

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 (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Sections 8.3 or 8.4 or the interest and principal received in respect of such obligations other than any payable by or on behalf of Holders.

 (c) The Trustee shall deliver or pay to the Company from time to time upon Company Request any U.S. Government Obligations or Foreign
Government Obligations or money held by it as provided in Sections 8.3 or 8.4 which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee,
are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such U.S. Government Obligations or Foreign Government Obligations or money were deposited or received. This provision shall not
authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations held under this Indenture. 
 Section 8.3 Legal Defeasance of Securities of any Series.  
 Unless this Section 8.3 is otherwise specified, pursuant
to Section 2.2.22, to be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of such Series on the 91st day after the date of the deposit
referred to in subparagraph (d) hereof, and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, at Company Request,
execute proper instruments acknowledging the same), except as to: 
 (a) the rights of Holders of Securities of such Series to receive, from the
trust funds described in subparagraph (d) hereof, (i) payment of the principal of and each installment of principal of and interest on the outstanding Securities of such Series on the Stated Maturity of such principal or installment of
principal or interest and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the
Securities of such Series; 
 (b) the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and 
 (c) the rights, powers, trust and immunities of the Trustee hereunder; 
 provided that, the following conditions shall have been satisfied: 
 (d) the Company shall have
deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of such Securities
(i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of
Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof, in accordance with their terms, will
provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (including mandatory sinking fund or analogous payments) of and interest, if any, on all the
Securities of such Series on the dates such installments of interest or principal are due; 
 (e) such deposit will not result in a breach or
violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; 
 (f) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such
date; 
 (g) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that
(i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either
case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; 
 (h) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of
preferring the Holders of the Securities of such Series over any other creditors of the company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; 
  

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 (i) such deposit shall not result in the trust arising from such deposit constituting an investment company
(as defined in the Investment Company Act of 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder; and 
 (j) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated
by this Section 8.3 have been complied with. 
 Section 8.4 Covenant Defeasance. 
 Unless this Section 8.4 is otherwise specified pursuant to Section 2.2.22 to be inapplicable to Securities of any Series, on and after the 91st
day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4, 4.5, 4.6, and 5.1 as well as any additional covenants
contained in a supplemental indenture hereto for a particular Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.2.22 (and the failure to comply with any such covenants shall not
constitute a Default or Event of Default under Section 6.1) and the occurrence of any event described in clause (d) of Section 6.1 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such
Series, provided that the following conditions shall have been satisfied: 
 (a) with reference to this Section 8.4, the Company has
deposited or caused to be irrevocably deposited (except as provided in Section 8.2(c)) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities
(i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of
Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof, in accordance with their terms, will
provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, 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 principal and interest, if any, on and any mandatory sinking fund in respect of the Securities of such Series on the dates such
installments of interest or principal are due; 
 (b) such deposit will not result in a breach or violation of, or constitute a default under,
this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; 
 (c) no Default or Event of
Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; 
 (d) the Company shall have delivered to the Trustee an Opinion of Counsel confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes
as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; 
 (e) the Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Company with the intent of
preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and 
 (f) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the defeasance contemplated by this Section have been complied with. 
 Section 8.5 Repayment to
Company. 
 The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of
principal and interest that remains unclaimed for two years. After that, Securityholders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another Person.

 ARTICLE 9 
 AMENDMENTS AND WAIVERS  
 Section 9.1 Without Consent of Holders. 

 The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any
Securityholder: 
 (a) to cure any ambiguity, defect or inconsistency; 
  

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 (b) to comply with Article 5; 
 (c) to provide for uncertificated Securities in addition to or in place of certificated Securities; 
 (d) to make any change that does not adversely affect the rights of any Securityholder; 
 (e) to provide for the issuance of and
establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; 
 (f) 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; or 
 (g) to comply with requirements of the SEC in order to effect or maintain the qualification
of this Indenture under the TIA. 
 Section 9.2 With Consent of Holders.  
 The Company and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of
the outstanding Securities of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series), for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Securityholders of each such Series. Except as provided in Section 6.13, the Holders
of at least a majority in principal amount of the outstanding Securities of each Series affected by such waiver by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Securities of such
Series) may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series. 
 It shall not
be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a
supplemental indenture or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders of Securities affected thereby and, if any Bearer Securities affected thereby are outstanding, publish on one occasion in an
Authorized Newspaper, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such
supplemental indenture or waiver. 
 Section 9.3 Limitations.  
 Without the consent of each Securityholder, an amendment or waiver of this Indenture or the Securities or one or more Series may not: 
 (a) change the amount of Securities whose Holders must consent to an amendment, supplement or waiver; 
 (b) reduce the rate of or extend the time for payment of interest (including default interest) on any Security; 
 (c) reduce the
principal or premium on or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation; 
 (d) reduce the principal amount of Discount Securities payable upon acceleration of the maturity thereof; 
 (e) waive a Default or Event of Default in the payment of the principal of, premium or interest, if any, on any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal
amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration); 
 (f) make the
principal of, premium or interest, if any, on any Security payable in any currency other than that stated in the Security; 
 (g) make any
change in Sections 6.8, 6.13, 9.3 (this sentence), 12.15 or 12.16; or 
 (h) waive a redemption payment with respect to any Security or change
any of the provisions with respect to the redemption of any Securities. 
 Section 9.4 Compliance with Trust Indenture Act. 

 Every amendment to this Indenture or the Securities of one or more Series shall be set forth in a supplemental indenture hereto that complies
with the TIA as then in effect. 
  

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 Section 9.5 Revocation and Effect of Consents. 
 Until an amendment or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder
of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to his
Security or portion of a Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. 
 Any amendment or waiver once effective shall bind every Securityholder of each Series affected by such amendment or waiver unless it is of the type described in any of clauses (a) through (g) of Section 9.3. In that case, the
amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security. 
 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take
any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Securityholders after such record date.

 Section 9.6 Notation on or Exchange of Securities.  
 The Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series thereafter authenticated. The Company in exchange for Securities of that Series may issue and the
Trustee shall authenticate upon written request new Securities of that Series that reflect the amendment or waiver. 
 Section 9.7
Trustee Protected.  
 In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article
or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee shall sign all supplemental indentures, except that the Trustee need not sign any supplemental indenture that adversely affects its rights. 
 ARTICLE 10 
 SUBORDINATION OF SECURITIES  
 Section 10.1 Agreement to Subordinate. 
 In the event a Series of Securities is designated as subordinated pursuant to Section 2.2.21, and except as otherwise provided in a Board Resolution, a
supplemental indenture or an Officer’s Certificate, the Company, for itself, its successors and assigns, covenants and agrees, and each holder of Securities of such Series by his, her or its acceptance thereof, likewise covenants and agrees,
that the payment of the principal of, premium, if any, and interest, if any, on each and all of the Securities of such Series is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior
payment in full of all Senior Debt. In the event a Series of Securities is not designated as subordinated pursuant to Section 2.2.21, this Article 10 shall have no effect upon the Securities. 
 Section 10.2 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities. 
 Subject to Section 10.1, upon any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company,
whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise (subject to the power of a court of
competent jurisdiction to make other equitable provision reflecting the rights conferred in this Indenture upon the Senior Debt and the holders thereof with respect to the Securities and the holders thereof by a lawful plan of reorganization under
applicable bankruptcy law): 
 (a) the holders of all Senior Debt shall be entitled to receive payment in full of the principal thereof,
premium, if any, and interest due thereon before the holders of the Securities are entitled to receive any payment upon the principal, premium, if any, or interest, if any, on Debt evidenced by the Securities; and 
  

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 (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property
or securities, to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article 10 shall be paid by the liquidation trustee or agent or other person making such payment or distribution, whether a
trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of
such Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of, and premium, if any, and interest on the Senior Debt held or represented by each, to the extent necessary to make
payment in full of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt; and 
 (c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by the
Trustee or the holders of the Securities before all Senior Debt is paid in full, such payment or distribution shall be paid over, upon written notice to a Trust Officer of the Trustee, to the holder of such Senior Debt or his, her or its
representative or representatives or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Debt may have been issued, ratably as aforesaid, for application to payment of all Senior Debt remaining
unpaid until all such Senior Debt shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. 
 Subject to the payment in full of all Senior Debt, the holders of the Securities shall be subrogated to the rights of the holders of Senior Debt (to the extent that distributions otherwise payable to such
holder have been applied to the payment of Senior Debt) to receive payments or distributions of cash, property or securities of the Company applicable to Senior Debt until the principal of, premium, if any and interest, if any, on the Securities
shall be paid in full and no such payments or distributions to the holders of the Securities of cash, property or securities otherwise distributable to the holders of Senior Debt shall, as between the Company, its creditors other than the holders of
Senior Debt, and the holders of the Securities be deemed to be a payment by the Company to or on account of the Securities. It is understood that the provisions of this Article 10 are and are intended solely for the purpose of defining the relative
rights of the holders of the Securities, on the one hand, and the holders of the Senior Debt, on the other hand. Nothing contained in this Article 10 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the
Company, its creditors other than the holders of Senior Debt, and the holders of the Securities, the obligation of the Company, which is unconditional and absolute, to pay to the holders of the Securities the principal of , premium, if any, and
interest, if any, on the Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the holders of the Securities and creditors of the Company other than the holders of Senior
Debt, nor shall anything herein or in the Securities prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this
Article 10 of the holders of Senior Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 10, the Trustee,
subject to the provisions of Section 10.5, shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee for the purpose of ascertaining the Persons entitled to
participate in such distribution, the holders of Senior Debt and other Debt of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereof and all other facts pertinent thereto or to this Article 10.

 With respect to the holders of Senior Debt, the Trustee undertakes to perform or observe only such of its covenants and objectives as are
specifically set forth in this Indenture, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee, however, shall not be deemed to owe any fiduciary duty
to the holders of Senior Debt. The Trustee shall not be liable to any such holder if it shall pay over or distribute to or on behalf of holders of Securities or the Company, or any other Person, moneys or assets to which any holder of Senior Debt
shall be entitled by virtue of this Article 10. 
 Section 10.3 No Payment on Securities in Event of Default on Senior Debt. 

 Subject to Section 10.1, no payment by the Company on account of principal, premium, if any, sinking funds or interest, if any, on the
Securities shall be made at anytime if: (a) a default on Senior Debt exists that permits the holders of such Senior Debt to accelerate its maturity and (b) the default is the subject of judicial proceedings or the Company has received
notice of such default. The Company may resume payments on the Securities when full payment of amounts then due for principal , premium, if any, sinking funds and interest on Senior Debt has been made or duly provided for in money or money’s
worth. 
 Section 10.4 Payments on Securities Permitted.  
 Subject to Section 10.1, nothing contained in this Indenture or in any of the Securities shall (a) affect the obligation of the Company to make, or prevent the Company from making, at any time
except as provided in Sections 10.2 and 10.3, payments of principal of, premium, if any, or interest, if any, on the Securities or (b) prevent the application by the Trustee of any moneys or assets deposited with it hereunder to the payment of
or on account of the principal of , premium, if any or interest, if any, on the Securities, unless a Trust Officer of the Trustee shall have received at its Corporate Trust Office written notice of any fact prohibiting the making of such

  

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payment from the Company or from the holder of any Senior Debt or from the trustee for any such holder, together with proof satisfactory to the Trustee of such holding of Senior Debt or of the
authority of such trustee more than two Business Days prior to the date fixed for such payment. 
 Section 10.5 Authorization of
Securityholders to Trustee to Effect Subordination.  
 Subject to Section 10.1, each holder of Securities by his acceptance thereof
authorizes and directs the Trustee on his, her or its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 10 and appoints the Trustee his attorney-in-fact for any and all such
purposes. 
 Section 10.6 Notices to Trustee.  
 Subject to Section 10.1, notwithstanding the provisions of this Article 10 or any other provisions of this Indenture, neither the Trustee nor any Paying Agent (other than the Company or a Subsidiary)
shall be charged with knowledge of the existence of any Senior Debt or of any fact which would prohibit the making of any payment of moneys or assets to or by the Trustee or such Paying Agent, unless and until a Trust Officer of the Trustee or such
Paying Agent shall have received (in the case of a Trust Officer of the Trustee, at the Corporate Trust Office of the Trustee) written notice thereof from the Company or from the holder of any Senior Debt or from the trustee for any such holder,
together with proof satisfactory to the Trustee of such holding of Senior Debt or of the authority of such trustee and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no
such facts exist; provided, however, that if at least two Business Days prior to the date upon which by the terms hereof any such moneys or assets may become payable for any purpose (including, without limitation, the payment of either the
principal, premium, if any, or interest, if any, on any Security) a Trust Officer of the Trustee shall not have received with respect to such moneys or assets the notice provided for in this Section 10.6, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys or assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be
received by it within two Business Days prior to such date. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee on behalf of such holder) to
establish that such a notice has been given by a holder of Senior Debt or a trustee on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a
holder of Senior Debt to participate in any payment or distribution pursuant to this Article 10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such
Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 10 and, if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such Person to receive such payment. 
 Section 10.7 Trustee as
Holder of Senior Debt.  
 Subject to Section 10.1, the Trustee in its individual capacity shall be entitled to all the rights set
forth in this Article 10 in respect of any Senior Debt at any time held by it to the same extent as any other holder of Senior Debt and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such holder. Nothing
in this Article 10 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 6.6 or 7.7. 
 Section 10.8
Modifications of Terms of Senior Debt.  
 Subject to Section 10.1, any renewal or extension of the time of payment of any Senior
Debt or the exercise by the holders of Senior Debt of any of their rights under any instrument creating or evidencing Senior Debt, including, without limitation, the waiver of default thereunder, may be made or done all without notice to or assent
from the Holders of the Securities or the Trustee. No compromise, alteration, amendment, modification, extension, renewal or other change of, or waiver, consent or other action in respect of, any liability or obligation under or in respect of, or of
any of the terms, covenants or conditions of any indenture or other instrument under which any Senior Debt is outstanding or of such Senior Debt, whether or not such release is in accordance with the provisions of any applicable document, shall in
any way alter or affect any of the provisions of this Article 10 or of the Securities relating to the subordination thereof. 
 Section 10.9 Reliance on Judicial Order or Certificate of Liquidating Agent.  
 Subject to Section 10.1, upon any
payment or distribution of assets of the Company referred to in this Article 10, the Trustee and the holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of
creditors, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of Securities, for the purpose of

  

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ascertaining the persons entitled to participate in such payment or distribution to holders of Senior Debt and other Debt of the Company, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10. 
 Section 10.10 Satisfaction and
Discharge; Defeasance and Covenant Defeasance.  
 Subject to Section 10.1, amounts and U.S. Government Obligations or Foreign
Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Article 8 and not, at the time of such deposit, prohibited to be deposited under Sections 10.2 or 10.3 shall not be subject to this Article 10. 

Section 10.11 Trustee Has No Fiduciary Duty to Holders of Senior Debt.  
 With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and objectives as are specifically set forth in this Indenture, and no implied
covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and shall not be liable to any such
holders if it shall mistakenly pay over or deliver to the Holders or the Company or any other Person, money or assets to which any holders of Senior Debt of the Company shall be entitled by virtue of this Article or otherwise. 
 Section 10.12 Paying Agents Other than the Trustee.  
 In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case
(unless the context shall otherwise require) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the
Trustee; provided, however, that Sections 10.6, 10.7 and 10.11 shall not apply to the Company if it acts as Paying Agent. 
 ARTICLE 11 
 MEETINGS OF HOLDERS; ACTION WITHOUT MEETING  
 Section 11.1 Purposes For Which Meetings May Be Called.  
 A meeting of Holders of Securities of one or more, or all, Series may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such Series. 
 Section 11.2 Call, Notice and Place of Meeting.  
 (a) The Trustee may at any time call a meeting of Holders of Securities
of one or more, or all, Series thereof, for any purpose specified in Section 11.1, to be held at such time and (except as provided in subsection (b) of this Section) at such place in the Borough of Manhattan, The City of New York, as the
Trustee shall determine, or, with the approval of the Company, at any other place. Notice of every such meeting, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be
given, in the manner provided in Section 12.2, not less than 21 nor more than 180 days prior to the date fixed for the meeting. 
 (b) The
Trustee may be asked to call a meeting of the Holders of Securities of one or more, or all, Series, by the Company or by the Holders of 33% in aggregate principal amount of all of such Series, considered as one class, for any purpose specified in
Section 11.1, by written request setting forth in reasonable detail the action proposed to be taken at the meeting. If the Trustee shall have been asked by the Company to call such a meeting, the Company shall determine the time and place for
such meeting and may call such meeting by giving notice thereof in the manner provided in subsection (a) of this Section, or shall direct the Trustee, in the name and at the expense of the Company, to give such notice. If the Trustee shall have
been asked to call such a meeting by Holders in accordance with this subsection (b), and the Trustee shall not have given the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to
be held as provided herein, then the Holders of Securities of such Series, in the principal amount above specified, may determine the time and the place in the Borough of Manhattan, The City of New York, or in such other place as shall be determined
or approved by the Company for such meeting and may call such meeting for such purposes by giving notice thereof as provided in subsection (a) of this Section. 
 (c) Any meeting of Holders of Securities of one or more, or all, Series shall be valid without notice if the Holders of all outstanding Securities of such Series are present in person or by proxy and if
representatives of the Company and the Trustee are present, or if notice is waived in writing before or after the meeting by the Holders of all outstanding Securities of such Series, or by such of them as are not present at the meeting in person or
by proxy, and by the Company and the Trustee. 
  

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 Section 11.3 Persons Entitled to Vote at Meetings.  
 To be entitled to vote at any meeting of Holders of Securities of one or more, or all, Series, a Person shall be (a) a Holder of one or more
outstanding Securities of such Series, or (b) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more outstanding Securities of such Series by such Holder or Holders. The only Persons who shall be entitled
to attend any meeting of Holders of Securities of any Series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

 Section 11.4 Quorum; Action.  
 The persons entitled to vote a majority in aggregate principal amount of the outstanding Securities of the Series with respect to which a meeting shall have been called as hereinbefore provided, considered as one class, shall constitute a
quorum for a meeting of Holders of Securities of such Series; provided, however, that if any action is to be taken at such meeting which this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less than a
majority, in principal Holders of a specified percentage, which is less than a majority, in principal amount of the outstanding Securities of such Series, considered as one class, the Persons entitled to vote such specified percentage in principal
amount of the outstanding Securities of such Series, considered as one class, shall constitute a quorum. In the absence of a quorum within one hour of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders
of Securities of such Series, be dissolved. In any other case the meeting may be adjourned for such period as may be determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for such period as may be determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Except as provided by Section 11.5(e), notice of the reconvening of
any meeting adjourned for more than 30 days shall be given as provided in section 12.2 not less than ten days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the outstanding Securities of such Series which shall constitute a quorum. 
 Except as limited by Section 11.2, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in
aggregate principal amount of the outstanding Securities of the Series with respect to which such meeting shall have been called, considered as one class; provided, however, that, except as so limited, any resolution with respect to any action which
this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the outstanding Securities of such Series, considered as one class, may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the outstanding Securities of such Series, considered as one class.

 Any resolution passed or decision taken at any meeting of Holders of Securities duly held in accordance with this Section shall be binding on
all the Holders of Securities of the Series with respect to which such meeting shall have been held, whether or not present or represented at the meeting. 
 Section 11.5 Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings.  
 (a) Attendance at meetings of Holders of Securities may be in person or by proxy; and, to the extent permitted by law, any such proxy shall remain in effect and be binding upon any future Holder of the
Securities with respect to which it was given unless and until specifically revoked by the Holder or future Holder of such Securities before being voted. 
 (b) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities in regard to proof of the
holding of such Securities and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate. 
 (c) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section 11.2(b), in which case the Company or the Holders of Securities of the Series calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in aggregate principal amount of the outstanding Securities of all Series
represented at the meeting, considered as one class. 
 (d) At any meeting each Holder or proxy shall be entitled to one vote for each U.S.
$1,000 principal amount of outstanding Securities held or represented by such Holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not outstanding and ruled by the chairman of the
meeting to be not outstanding. The chairman of the meeting shall have not right to vote, except as a Holder of a Security or proxy. 
  

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 (e) Any meeting duly called pursuant to Section 11.2 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in aggregate principal amount of the outstanding Securities of all Series represented at the meeting, considered as one class; and the meeting may be held as so adjourned without further notice.

 Section 11.6 Counting Votes and Recording Action of Meetings.  
 The vote upon any resolution submitted to any meeting of Holders shall be by written ballots on which shall be subscribed the signatures of the Holders or of their representatives by proxy and the
principal amounts and serial numbers of the outstanding Securities of the Series with respect to which the meeting shall have been called, held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports of all votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to such record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and showing that such notice was given as provided in Section 12.2. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive
evidence of the matters therein stated. 
 ARTICLE 12 
 MISCELLANEOUS  
 Section 12.1 Trust Indenture Act
Controls.  
 If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required or deemed to be
included in this Indenture by the TIA, such required or deemed provision shall control. 
 Section 12.2 Notices.  
 Any notice or communication by the Company or the Trustee to the other is duly given if in writing and delivered in person or mailed by first-class mail or
overnight delivery: 
 if to the Company: 
 Virage Logic Corporation 
 47100 Bayside Parkway 
 Fremont, California 94538 
 Attention: Chief Financial Officer 
 if to the Trustee: 
 [TRUSTEE] 
 [ADDRESS] 
 Attention: [NAME] 
 The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 
 Any notice or communication to a Securityholder shall be delivered to his address shown on the register kept by the Registrar. Failure to deliver a notice
or communication to a Securityholder of any Series or any defect in it shall not affect its sufficiency with respect to other Securityholders of that or any other Series. 
 If a notice or communication is delivered in the manner provided above, within the time prescribed, it is duly given, whether or not the Securityholder receives it. 
 If the Company delivers a notice or communication to Securityholders, it shall deliver a copy to the Trustee and each Agent at the same time. 
  

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 Section 12.3 Communication by Holders with Other Holders.  
 Securityholders of any Series may communicate pursuant to TIA § 312(b) with other Securityholders of that Series or any other Series with respect to
their rights under this Indenture or the Securities of that Series or all Series. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
 Section 12.4 Certificate and Opinion as to Conditions Precedent.  
 Upon any request
or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: 
 (a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action
have been complied with; and 
 (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the
opinion of such counsel, all such conditions precedent have been complied with. 
 Section 12.5 Statements Required in Certificate or
Opinion.  
 Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall
include: 
 (a) a statement that the person making such certificate or opinion has read such covenant or condition; 
 (b) 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; 
 (c) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 (d) a statement as to
whether or not, in the opinion of such person, such condition or covenant has been complied with. 
 Section 12.6 Rules by Trustee and
Agents.  
 The Trustee may make reasonable rules for action by or a meeting of Securityholders of one or more Series. Any Agent may make
reasonable rules and set reasonable requirements for its functions. 
 Section 12.7 Legal Holidays.  
 Unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture for a particular Series, a “Legal Holiday” is
a Saturday, Sunday or a day on which banking institutions in the city (or in any of the cities, if more than one) in which amounts are payable, as specified in the form of such Security, are not required by any applicable law or regulation to be
open, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. 
 Section 12.8 No Recourse Against Others.  
 A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives and
releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 
 Section 12.9
Counterparts.  
 This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
 Section 12.10 Governing Laws.  
 THIS INDENTURE AND THE SECURITIES SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF
THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. 
  

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 Section 12.11 No Adverse Interpretation of Other Agreements.  
 This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture. 
 Section 12.12 Successors.  
 All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture shall bind its
successor. 
 Section 12.13 Severability.  
 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 12.14 Table of Contents, Headings, Etc.  
 The Table of Contents, Cross Reference Table, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 
 Section 12.15 Securities in a Foreign Currency or in ECU.  
 Unless otherwise specified in a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders
of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a
coin or currency other than Dollars (including ECUs), then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for
such amount at the Market Exchange Rate at such time. For purposes of this Section 12.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal
Reserve Bank of New York; provided, however, in the case of ECUs, Market Exchange Rate shall mean the rate of exchange determined by the Commission of the European Union (or any successor thereto) as published in the Official Journal of the European
Union (such publication or any successor publication, the “Journal”). If such Market Exchange Rate is not available for any reason with respect to such currency, the Trustee shall use, in its sole discretion and without liability on its
part, such quotation of the Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange as published in the Journal, as of the most recent available date, or quotations or, in the case of ECUs, rates of exchange from one or more
major banks in The City of New York or in the country of issue of the currency in question or, in the case of ECUs, in Luxembourg or such other quotations or, in the case of ECUs, rates of exchange as the Trustee, upon consultation with the Company,
shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of
Securities pursuant to the terms of this Indenture. 
 All decisions and determinations of the Trustee regarding the Market Exchange Rate or any
alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably binding upon the Company and
all Holders. 
 Section 12.16 Judgment Currency.  
 The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of or interest or other amount on the Securities of any Series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be
the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a
New York Banking Day, then, the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking
Day preceding the day on which final unappealable judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, any recovery pursuant to
any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the
Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of

  

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the Required Currency so expressed to be payable, and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing,
“New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions are authorized or required by law, regulation or executive order to close. 
 Section 12.17 Acts of Holders.  
 (a)
Any request, demand, authorization, direction, notice, consent, election, waiver or other action provided by this Indenture to be made, given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing or, alternatively, may be embodied in and evidenced by the record of Holders voting in favor thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders duly called and held in accordance with the provisions of Article 11, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument
or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “ACT” of the Holders signing such instrument or instruments and so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. The record of any meeting of Holders shall be proved in the manner provided in
Section 11.6. 
 (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a
witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof or may
be provided in any other manner which the Trustee and the Company deem 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. 
 (c) The ownership, principal amount and serial numbers of Securities held by any Person, and the date of holding the same,
shall be proved by the Register. 
 (d) Any request, demand, authorization, direction, notice, consent, election, waiver or other Act of a
Holder 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. 
 (e) Until such time as
written instruments shall have been delivered to the Trustee with respect to the requisite percentage of principal amount of Securities for the action contemplated by such instruments, any such instrument executed and delivered by or on behalf of a
Holder may be revoked with respect to any or all of such Securities by written notice by such Holder or any subsequent Holder, proven in the manner in which such instrument was proven. 
 (f) Securities of any Series, authenticated and delivered after any Act of Holders may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any action taken by such
Act of Holders. 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 such action may be prepared and executed by the Company and authenticated and delivered by
the Trustee in exchange for outstanding Securities of such Series. 
 (g) The Company may, at its option, by Company Order, fix in advance a
record date for the determination of Holders entitled to given any request, demand, authorization, direction, notice, consent, waiver or other Act solicited by the Company, but the Company shall have no obligation to do so; provided, however, that
the Company may not fix a record date for the giving or making of any notice, declaration, request or direction referred to in the next sentence. In addition, the Trustee may, at its option, fix in advance a record date for the determination of
Holders of Securities of any Series entitled to join in the giving or making of any Notice of Default, any declaration of acceleration, any request to institute proceedings or any direction, in each case with respect to Securities of such Series. If
any such record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act, or such notice, declaration, request or direction, may be given before or after such record date, but only the Holders of record at
the close of business on the record date shall be deemed to be Holders for the purposes of determining (i) whether Holders of the requisite proportion of the outstanding Securities have authorized or agreed or consented to such Action (and for
that purpose the outstanding Securities shall be computed as of the record date) and/or (ii) which Holders may revoke any such Act (notwithstanding subsection (e) of this Section); and any such Act, given as aforesaid, shall be effective
whether or not the Holders which authorized or agreed or consented to such Act remain Holders after such record date and whether or not the Securities held by such Holders remain outstanding after such record date. 
  

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 ARTICLE 13 
 SINKING FUNDS  
 Section 13.1 Applicability of Article.
 
 The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of a Series, except as
otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture. 
 The minimum amount of any sinking
fund payment provided for by the terms of the Securities of any Series is herein referred to as a “mandatory sinking fund payment” and any other amount provided for by the terms of Securities of such Series is herein referred to as an
“optional sinking fund payment.” If provided for by the terms of Securities of any Series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 13.2. Each sinking fund payment shall be applied
to the redemption of Securities of any Series as provided for by the terms of the Securities of such Series. 
 Section 13.2
Satisfaction of Sinking Fund Payments with Securities.  
 The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities (a) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities
previously called for mandatory sinking fund redemption) and (b) apply as credit Securities of such Series to which such sinking fund payment is applicable and which have been redeemed either at the election of the Company pursuant to the terms
of such Series of Securities (except pursuant to any mandatory sinking fund) or through the application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such Securities, provided that such Securities
have not been previously so credited. Such Securities shall be received by the Trustee, together with an Officers’ Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting
Securities for redemption, and shall be credited for such purpose by the Trustee at the price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.
If as a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 13.2, the principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than
$100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding
sinking fund payment, provided, however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon
delivery by the Company to the Trustee of Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the Company. 
 Section 13.3 Redemption of Securities for Sinking Fund.  
 Not less than 45 days (unless otherwise indicated in the Board Resolution, supplemental indenture hereto or Officers’ Certificate in respect of a particular Series of Securities) prior to each
sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that Series pursuant to the terms of that
Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant to Section 13.2, and the optional
amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated in the Board Resolution,
Officers’ Certificate or supplemental indenture in respect of a particular Series of Securities) before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.2 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 3.3. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 3.4, 3.5 and 3.6. 
  

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

			
	VIRAGE LOGIC CORPORATION
		
	By:	 	 
	Name:	 	
	Its:	 	

  

			
	[TRUSTEE]
		
	By:	 	 
	Name:	 	
	Its:	 	

  

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