Form of Senior Debt Indenture



 Exhibit 4.2 
 GREENLIGHT CAPITAL RE, LTD. 
 AND 

COMPUTERSHARE TRUST COMPANY, N.A., 
 AS TRUSTEE 
 SENIOR INDENTURE 

Dated as of
[                    ] 







 CROSS REFERENCE SHEET* 
 Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of                      by
and between Greenlight Capital Re, Ltd. and Computershare Trust Company, N.A., as Trustee: 
  

					
	 Section of the Act
	  	 Section of Indenture
	 
	 310(a)(1) and (2)
	  	 	6.9 and 6.10	  
	 310(a)(3) and (4)
	  	 	Inapplicable	  
	 310(b)
	  	 	6.8 and 6.10	  
	 310(c)
	  	 	Inapplicable	  
	 311(a)
	  	 	6.13	  
	 311(b)
	  	 	6.13	  
	 311(c)
	  	 	Inapplicable	  
	 312(a)
	  	 	4.1 and 4.2	  
	 312(b)
	  	 	4.2	  
	 312(c)
	  	 	4.2	  
	 313(a)
	  	 	4.3	  
	 313(b) (1)
	  	 	Inapplicable	  
	 313(b) (2)
	  	 	4.3	  
	 313(c)
	  	 	4.3, 5.11, 6.10, 6.11, 8.2 and 12.2	  
	 313(d)
	  	 	4.3	  
	 314(a)
	  	 	3.4	  
	 314(b)
	  	 	Inapplicable	  
	 314(c)(1) and (2)
	  	 	11.5	  
	 314(c)(3)
	  	 	Inapplicable	  
	 314(d)
	  	 	Inapplicable	  
	 314(e)
	  	 	11.5	  
	 314(f)
	  	 	Inapplicable	  
	 315(a), (c) and (d)
	  	 	6.1	  
	 315(b)
	  	 	5.11 and 6.1	  
	 315(e)
	  	 	5.12 and 6.10	  
	 316(a)(1)
	  	 	5.9 and 5.10	  
	 316(a)(2)
	  	 	Not required	  
	 316(a) (last sentence)
	  	 	7.4	  
	 316(b)
	  	 	5.7	  
	 317(a)
	  	 	5.2	  
	 317(b)
	  	 	3.3	  
	 318(a)
	  	 	11.7	  

  

	*	This Cross Reference Sheet is not part of the Indenture. 








 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE 1 DEFINITIONS
	  	 	1	  
	 Section 1.1
	 	Certain Terms Defined	  	 	1	  
	 ARTICLE 2 SECURITIES
	  	 	6	  
	 Section 2.1
	 	Forms Generally	  	 	6	  
	 Section 2.2
	 	Form of Trustee’s Certificate of Authentication	  	 	7	  
	 Section 2.3
	 	Amount Unlimited; Issuable in Series	  	 	7	  
	 Section 2.4
	 	Authentication and Delivery of Securities	  	 	11	  
	 Section 2.5
	 	Execution of Securities	  	 	13	  
	 Section 2.6
	 	Certificate of Authentication	  	 	13	  
	 Section 2.7
	 	Denomination and Date of Securities; Payments of Interest	  	 	14	  
	 Section 2.8
	 	Registration, Transfer and Exchange	  	 	15	  
	 Section 2.9
	 	Mutilated, Defaced, Destroyed, Lost and Stolen Securities	  	 	18	  
	 Section 2.10
	 	Cancellation of Securities; Destruction Thereof	  	 	19	  
	 Section 2.11
	 	Temporary Securities	  	 	20	  
	 Section 2.12
	 	Global Securities	  	 	20	  
	 Section 2.13
	 	CUSIP Numbers	  	 	20	  
	 ARTICLE 3 COVENANTS OF THE ISSUER
	  	 	21	  
	 Section 3.1
	 	Payment of Principal, Premium and Interest	  	 	21	  
	 Section 3.2
	 	Offices for Payments, Etc	  	 	21	  
	 Section 3.3
	 	Money for Security Payments to be Held in Trust; Unclaimed Money	  	 	22	  
	 Section 3.4
	 	Statements of Officers of Issuer as to Default; Notice of Default	  	 	23	  
	 Section 3.5
	 	Existence	  	 	24	  
	 Section 3.6
	 	Maintenance of Properties	  	 	24	  
	 Section 3.7
	 	Payment of Taxes and Other Claims	  	 	24	  
	 Section 3.8
	 	Further Instruments and Acts	  	 	24	  
	 Section 3.9
	 	Commission Reports	  	 	25	  
	 Section 3.10
	 	Calculation of Original Issue Discount	  	 	25	  
	 ARTICLE 4 SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE
	  	 	25	  
	 Section 4.1
	 	Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders	  	 	25	  
	 Section 4.2
	 	Preservation of Information; Communications to Holders	  	 	25	  
	 Section 4.3
	 	Reports by the Trustee	  	 	26	  
	 ARTICLE 5 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT
	  	 	26	  
	 Section 5.1
	 	Event of Default Defined; Acceleration of Maturity; Waiver of Default	  	 	26	  
	 Section 5.2
	 	Collection of Indebtedness by Trustee; Trustee May Prove Debt	  	 	29	  
	 Section 5.3
	 	Application of Proceeds	  	 	31	  
	 Section 5.4
	 	Suits for Enforcement	  	 	32	  


  
 ii 










							
	 Section 5.5
	 	Restoration of Rights on Abandonment of Proceedings	  	 	33	  
	 Section 5.6
	 	Limitations on Suits by Securityholders	  	 	33	  
	 Section 5.7
	 	Unconditional Right of Securityholders to Institute Certain Suits	  	 	33	  
	 Section 5.8
	 	Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	  	 	34	  
	 Section 5.9
	 	Control by Holders of Securities	  	 	34	  
	 Section 5.10
	 	Waiver of Past Defaults	  	 	34	  
	 Section 5.11
	 	Trustee to Give Notice of Default, but May Withhold in Certain Circumstances	  	 	35	  
	 Section 5.12
	 	Right of Court to Require Filing of Undertaking to Pay Costs	  	 	35	  
	 ARTICLE 6 CONCERNING THE TRUSTEE
	  	 	36	  
	 Section 6.1
	 	Duties and Responsibilities of the Trustee; During Default; Prior to Default	  	 	36	  
	 Section 6.2
	 	Certain Rights of the Trustee	  	 	37	  
	 Section 6.3
	 	Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof	  	 	39	  
	 Section 6.4
	 	Trustee and Agents May Hold Securities or Coupons; Collections, Etc	  	 	39	  
	 Section 6.5
	 	Moneys Held by Trustee	  	 	39	  
	 Section 6.6
	 	Compensation and Indemnification of Trustee	  	 	40	  
	 Section 6.7
	 	Right of Trustee to Rely on Officer’s Certificate, Etc. Subject to Sections 6	  	 	40	  
	 Section 6.8
	 	Indentures Not Creating Potential Conflicting Interests for the Trustee	  	 	41	  
	 Section 6.9
	 	Persons Eligible for Appointment as Trustee	  	 	41	  
	 Section 6.10
	 	Resignation and Removal; Appointment of Successor Trustee	  	 	41	  
	 Section 6.11
	 	Acceptance of Appointment by Successor Trustee	  	 	42	  
	 Section 6.12
	 	Merger, Amalgamation, Conversion, Consolidation or Succession to Business of Trustee	  	 	44	  
	 Section 6.13
	 	Preferential Collection of Claims Against the Issuer	  	 	44	  
	 Section 6.14
	 	Appointment of Authenticating Agent	  	 	44	  
	 ARTICLE 7 CONCERNING THE SECURITYHOLDERS
	  	 	45	  
	 Section 7.1
	 	Evidence of Action Taken by Securityholders	  	 	45	  
	 Section 7.2
	 	Proof of Execution of Instruments and of Holding of Securities	  	 	45	  
	 Section 7.3
	 	Holders to Be Treated as Owners	  	 	46	  
	 Section 7.4
	 	Securities Owned by Issuer Deemed Not Outstanding	  	 	47	  
	 Section 7.5
	 	Right of Revocation of Action Taken	  	 	47	  
	 ARTICLE 8 SUPPLEMENTAL INDENTURES
	  	 	48	  
	 Section 8.1
	 	Supplemental Indentures Without Consent of Securityholders	  	 	48	  
	 Section 8.2
	 	Supplemental Indentures With Consent of Securityholders	  	 	49	  
	 Section 8.3
	 	Effect of Supplemental Indenture	  	 	50	  
	 Section 8.4
	 	Documents to Be Given to Trustee	  	 	51	  
	 Section 8.5
	 	Notation on Securities in Respect of Supplemental Indentures	  	 	51	  
	 Section 8.6
	 	Conformity with Trust Indenture Act of 1939	  	 	51	  


  
 iii










							
	 ARTICLE 9 CONSOLIDATION, MERGER, AMALGAMATION OR SALE
	  	 	51	  
	 Section 9.1
	 	Issuer May Consolidate, Etc., Only on Certain Terms	  	 	51	  
	 Section 9.2
	 	Successor Substituted for the Issuer	  	 	52	  
	 ARTICLE 10 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS
	  	 	52	  
	 Section 10.1
	 	Termination of Issuer’s Obligations Under the Indenture	  	 	52	  
	 Section 10.2
	 	Application of Trust Funds	  	 	53	  
	 Section 10.3
	 	Applicability of Defeasance Provisions; Issuer’s Option to Effect Legal Defeasance or Covenant Defeasance	  	 	53	  
	 Section 10.4
	 	Legal Defeasance	  	 	54	  
	 Section 10.5
	 	Covenant Defeasance	  	 	54	  
	 Section 10.6
	 	Conditions to Legal Defeasance or Covenant Defeasance	  	 	55	  
	 Section 10.7
	 	Deposited Money and U.S. Government Obligations to be Held in Trust	  	 	56	  
	 Section 10.8
	 	Repayment to Issuer	  	 	57	  
	 Section 10.9
	 	Indemnity For U.S. Government Obligations	  	 	57	  
	 Section 10.10
	 	Reimbursement	  	 	57	  
	 ARTICLE 11 MISCELLANEOUS PROVISIONS
	  	 	57	  
	 Section 11.1
	 	Incorporators, Shareholders, Officers and Directors of Issuer Exempt from Individual Liability	  	 	57	  
	 Section 11.2
	 	Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities and Coupons	  	 	57	  
	 Section 11.3
	 	Successors and Assigns of Issuer Bound by Indenture	  	 	58	  
	 Section 11.4
	 	Notices and Demands on Issuer, Trustee and Holders of Securities and Coupons	  	 	58	  
	 Section 11.5
	 	Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein	  	 	58	  
	 Section 11.6
	 	Payments Due on Saturdays, Sundays and Holidays	  	 	59	  
	 Section 11.7
	 	Conflict of Any Provision of Indenture with Trust Indenture Act of 1939	  	 	60	  
	 Section 11.8
	 	New York Law to Govern; Waiver of Jury Trial	  	 	60	  
	 Section 11.9
	 	Counterparts	  	 	60	  
	 Section 11.10
	 	Effect of Headings	  	 	60	  
	 Section 11.11
	 	Securities in a Foreign Currency or in ECU	  	 	60	  
	 Section 11.12
	 	Judgment Currency	  	 	61	  
	 Section 11.13
	 	Separability Clause	  	 	61	  
	 ARTICLE 12 REDEMPTION OF SECURITIES AND SINKING FUNDS
	  	 	62	  
	 Section 12.1
	 	Applicability of Article	  	 	62	  
	 Section 12.2
	 	Notice of Redemption; Partial Redemptions	  	 	62	  
	 Section 12.3
	 	Payment of Securities Called for Redemption	  	 	63	  
	 Section 12.4
	 	Exclusion of Certain Securities from Eligibility for Selection for Redemption	  	 	64	  
	 Section 12.5
	 	Mandatory and Optional Sinking Funds	  	 	64	  


  
 iv 









 INDENTURE, dated as of
[                    ], by and between GREENLIGHT CAPITAL RE, LTD. a Cayman Islands exempted company (the “Issuer”),
and COMPUTERSHARE TRUST COMPANY, N.A., a National Association, as trustee (the “Trustee”). 
 W I T N E S
S E T H : 
 WHEREAS, the Issuer has duly authorized the issue from time to time of its notes, debentures or other evidences of
indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture; 

WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide, among other things, for the
authentication, delivery and administration of the Securities; and 
 WHEREAS, all things necessary to make this Indenture a
valid indenture and agreement according to its terms have been done; 
 NOW, THEREFORE: 

In consideration of the premises and the purchases of the Securities by the Holders (as defined herein) thereof, the Issuer and the
Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Securities and of the Coupons, if any, appertaining thereto as follows: 

ARTICLE 1 

DEFINITIONS 

Section 1.1 Certain Terms Defined. The following terms (except as otherwise expressly provided or unless the context
otherwise clearly requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section. All other terms used in this Indenture that are defined in the Trust Indenture Act
of 1939 or the definitions of which in the Securities Act of 1933, as amended (the “Securities Act”), are referred to in the Trust Indenture Act of 1939, including terms defined therein by reference to the Securities Act
(except as herein otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in said Trust Indenture Act of 1939 and in said Securities Act as in force at the date of this Indenture. All
accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles, and the term “Generally Accepted Accounting Principles” means
such accounting principles as are generally accepted in the United States at the time of any computation. The words “herein,” “hereof” and “hereunder” and other words of similar
import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular.








 “Authenticating Agent” shall have the meaning set forth in
Section 6.14. 
 “Authorized Newspaper” means a newspaper of general circulation, in the official
language of the country of publication or in the English language customarily published on each Business Day whether or not published on Saturdays, Sundays or holidays. Whenever successive publications in an Authorized Newspaper are required
hereunder they may be made (unless otherwise expressly provided herein) on the same or different days of the week and in the same or different Authorized Newspapers. 
 “Board of Directors” means either the Board of Directors of the Issuer or any committee of such Board of Directors duly authorized to act on its behalf. 

“Board Resolution” means a copy of one or more resolutions, certified by the secretary or an assistant secretary
of the Issuer to have been duly adopted or consented to by the Board of Directors and to be in full force and effect, and delivered to the Trustee. 
 “Business Day” means any day other than a Saturday or Sunday or any other day on which banking institutions in The City of New York, Golden, Colorado (or any other place where the
Corporate Trust Office may be located from time to time) or such other place where a paying agent may be located from time to time are authorized or required by law, executive order or regulation to remain closed. 

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the
Securities Exchange Act of 1934, or if at any time after the execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act of 1939, then the body performing such
duties on such date. 
 “Corporate Trust Office” means the principal office of the Trustee at which, at
any time, its corporate trust business shall be administered, which office at the date hereof is located at 350 Indiana St., Suite 750, Golden, Colorado 80401, or such other address as the Trustee may designate from time to time by notice to the
Holders and the Issuer, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Issuer). 

“Coupon” means any interest coupon appertaining to an Unregistered Security. 

“covenant defeasance” shall have the meaning set forth in Section 10.5. 

“Depositary” means, with respect to the Securities of any series issuable or issued in global form, the Person
designated as Depositary by the Issuer pursuant to Section 2.3 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person
who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any such series shall mean the Depositary with respect to the Registered Securities in global
form of that series. 

  
 2 








 “Dollar” means the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts. 
 “ECU” means
the European Currency Unit as defined and revised from time to time by the Council of European Communities. 
 “Event
of Default” means any event or condition specified as such in Section 5.1. 
 “Foreign
Currency” means a currency issued by the government of a country other than the United States. 

“Holder,” “Holder of Securities,” “Securityholder” or other
similar terms mean (a) in the case of any Registered Security, the person in whose name such Security is registered in the security register kept by the Issuer for that purpose in accordance with the terms hereof, and (b) in the case of
any Unregistered Security, the bearer of such Security, or any Coupon appertaining thereto, as the case may be. 

“Indenture” means this instrument as originally executed and delivered or, if amended or supplemented as herein
provided, as so amended or supplemented or both, and shall include the forms and terms of particular series of Securities established as contemplated hereunder. 
 “Issuer” means Greenlight Capital Re, Ltd. a Cayman Islands exempted company, and, subject to Article 9, its successors and assigns. 

“Issuer Order” means a written statement, request or order of the Issuer signed in its name by the chairman or
vice chairman of the Board of Directors, the president, any executive, senior or other vice president or the treasurer of the Issuer. 
 “Judgment Currency” shall have the meaning set forth in Section 11.12. 
 “legal defeasance” shall have the meaning set forth in Section 10.4. 
 “Officer’s Certificate” means a certificate signed by the chairman of the Board of Directors, the chief executive officer, the chief financial officer, the president or any
executive, senior or other vice president or the treasurer of the Issuer and delivered to the Trustee. Each such certificate shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements provided for in
Section 11.5. 
 “Opinion of Counsel” means an opinion in writing signed by the general counsel of
the Issuer or by such other legal counsel who may be an employee of or counsel to the Issuer and who shall be satisfactory to the Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture Act of 1939 and include the
statements provided for in Section 11.5. 
 “Original Issue Date” of any Security (or portion
thereof) means the earlier of (1) the date of such Security or (2) the date of any Security (or portion thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution. 


  
 3 








 “Original Issue Discount Security” means any Security that provides
for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 5.1. 
 “Outstanding” (except as otherwise provided in Sections 7.4, 10.4 and 10.5), when used with reference to Securities, shall, subject to the provisions of Sections 7.4, 10.4 and 10.5
mean, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except 
 (1)
Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 
 (2) Securities, or portions
thereof, for the payment or redemption of which moneys or U.S. Government Obligations (as provided for in Section 10.1) in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Issuer)
or shall have been set aside, segregated and held in trust by the Issuer for the Holders of such Securities (if the Issuer shall act as its own paying agent), provided that if such Securities, or portions thereof, are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to the Trustee shall have been made for giving such notice; and 
 (3) Securities which shall have been paid or in substitution for which other Securities shall have been authenticated and delivered pursuant to the terms of Section 2.9 (except with respect to any
such Security as to which proof satisfactory to the Trustee is presented that such Security is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York or
Securities not deemed outstanding pursuant to Section 12.2. 
 In determining whether the Holders of the requisite
principal amount of Outstanding Securities of any or all series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue 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 5.1. 

“Periodic Offering” means an offering of Securities of a series from time to time, the specific terms of which
Securities, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Issuer or its agents upon
the issuance of such Securities. 
 “Person” means a legal person, including any individual, company,
limited liability company, corporation, estate, partnership, limited liability partnership, joint venture, association, joint shares company, trust, unincorporated organization or government or any agency or political subdivision thereof or any
other entity of whatever nature. 
 “principal” whenever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include “and premium, if any.” 

  
 4 








 “record date” shall have the meaning set forth in Section 2.7.

 “Registered Security” means any Security registered on the Security register of the Issuer.

 “Required Currency” shall have the meaning set forth in Section 11.12. 

“Responsible Officer” when used with respect to the Trustee means any vice president, any senior trust officer or
any trust officer, any assistant vice president, any assistant treasurer, or any other officer or assistant officer associated with the corporate trust department of the Trustee customarily performing functions similar to those performed by the
persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with the particular subject. 

“Security” or “Securities” has the meaning stated in the first recital of this Indenture,
or, as the case may be, Securities that have been authenticated and delivered under this Indenture. 
 “Securities
Act” shall have the meaning set forth in Section 1.1. 
 “Subsidiary” means any
corporation, partnership or other entity of which at the time of determination the Issuer owns or controls directly or indirectly more than 50% of the voting power of the shares of Voting Shares. 

“Trust Indenture Act of 1939” (except as otherwise provided in Sections 8.1 and 8.2) means the Trust Indenture
Act of 1939 as in force at the date as of which this Indenture was originally executed. 
 “Trustee”
means the Person identified as “Trustee” in the first paragraph hereof and, subject to the provisions of Article 6, shall also include any successor trustee. “Trustee” shall also 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 the Securities of such series. 

“Unregistered Security” means any Security other than a Registered Security. 

“U.S. Government Obligations” means securities which are (1) direct obligations of the United States of
America for the payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is
unconditionally guaranteed by the full faith and credit of the United States of America which, in either case, are not callable or redeemable at the option of the issuer thereof or otherwise subject to prepayment, and shall also include a depositary
receipt issued by a New York Clearing House bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for
the account of the holder of a depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt or from any amount held by the
custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depositary receipt. 

  
 5 








 “Voting Shares” means shares of any class or classes having general
voting power under ordinary circumstances to elect a majority of the board of directors, managers or trustees of the corporation in question, provided that, for the purposes hereof, shares which carry only the right to vote conditionally on the
happening of an event shall not be considered voting shares whether or not such event shall have happened. 
 “Yield
to Maturity” means the yield to maturity on a series of securities, calculated at the time of issuance of such series, or, if applicable, at the most recent redetermination of interest on such series, and calculated in accordance with
accepted financial practice. 
 ARTICLE 2 
 SECURITIES 
 Section 2.1 Forms Generally. The Securities of each
series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the
extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be
required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any,
as evidenced by their execution of such Securities and Coupons; provided, however, that such legends or endorsements shall not affect the rights, duties, liabilities or responsibilities of the Trustee. If temporary Securities of any series are
issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board
Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant
Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. 

The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in
any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any. 

  
 6 








 Section 2.2 Form of Trustee’s Certificate of Authentication. The
Trustee’s certificate of authentication on all Securities shall be in substantially the following form: 
 “This is
one of the Securities referred to in the within mentioned Senior Indenture. 
 Dated: 

COMPUTERSHARE TRUST COMPANY, N.A., 
 as Trustee 

By:                    

 Authorized Signatory” 
 If at any time there shall be an Authenticating Agent appointed with respect to any series of Securities, then the Trustee’s Certificate of Authentication to be borne by the Securities of each such
series shall be substantially as follows: 
 “This is one of the Securities referred to in the within mentioned Senior
Indenture. 
 Dated: 
                     , 
 as Authenticating Agent 

By:                    

 Authorized Signatory” 
 Section 2.3 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 

The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsubordinated
debt of the Issuer. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to rather than set forth in a Board Resolution, in an Officer’s Certificate detailing such establishment) or
established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, the following information with respect to the Securities of such series, to the extent applicable: 

(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all
other series; 
 (b) the aggregate principal amount of such Securities to be issued; 

(c) any limit upon the aggregate principal amount of Securities of such series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and 

  
 7 








 
delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 2.8, 2.9, 2.11, 8.5 or 12.3); 

(d) the price or prices at which such Securities will be issued; 

(e) the date or dates on which the principal of such Securities is payable; 

(f) the rate or rates of interest, if any, which may be fixed or variable, at which such Securities will bear interest, or the method of
determining such rate or rates, if any; 
 (g) the date or dates from which any interest will accrue or the method by which such
date or dates will be determined; 
 (h) in the case of Original Issue Discount Securities, the rate of accretion of principal,
which may be fixed or variable, or the method of determining such rate, and the date or dates from which principal will accrete or the method by which such date or dates will be determined; 

(i) whether the amount of payments of principal of (and premium, if any) or interest on such Securities may be determined with reference
to any index, formula or other method, such as one or more currencies, commodities, equity indices or other indices, and the manner of determining the amount of such payments; 
 (j) the dates on which interest on such Securities shall be payable and the regular record date for determining holders who are entitled to the interest payable on any interest payment date or the method
by which such date or dates will be determined; 
 (k) the right, if any, to extend the interest payment periods and the
duration of any such deferral period, including the maximum consecutive period during which interest payment periods may be extended; 
 (l) the currency or currencies in which such Securities will be denominated and in which principal, any premium and any interest will or may be payable or a description of any units based on or relating
to a currency or currencies in which such Securities will be denominated; 
 (m) the place or places where the principal of (and
premium, if any) and interest on such Securities will be payable, where such Securities may be surrendered for registration of transfer, exchange or conversion, as applicable, and where notices and demands may be delivered to or upon the Issuer;

 (n) if the Issuer shall possess the option to do so, the periods within which and the prices at which the Issuer may redeem
such Securities, in whole or in part, pursuant to optional redemption provisions, and the other terms and conditions of any such provisions; 
 (o) the Issuer’s obligations, if any, to redeem, repay or purchase such Securities prior to the maturity date, to set aside funds or other assets or make periodic payments to a sinking fund or
provide security for any redemption or purchase through an analogous provision or at the option of holders of such Securities, and the period or periods within which and the price or 

  
 8 








 
prices at which the Issuer will redeem, repay or purchase such Securities, in whole or in part, or set aside such assets, make such payments or provide such security pursuant to such obligations,
and the other terms and conditions of such obligations; 
 (p) if other than denominations of $1,000 and any integral multiple
thereof in the case of Registered Securities, or $1,000 and $5,000 in the case of Unregistered Securities, the denominations in which such Securities shall be issuable; 
 (q) the portion, or methods of determining the portion, of the principal amount of such Securities which the Issuer must pay upon the acceleration of the maturity of such Securities in connection with an
Event of Default, if other than the full principal amount; 
 (r) provisions, if any, granting special rights to holders of such
Securities upon the occurrence of specified events; 
 (s) any deletions from, modifications of or additions to the Events of
Default or the covenants with respect to such series of Securities, and whether or not such Events of Default or covenants are consistent with those contained in this Indenture; 

(t) any limitation on the Issuer’s ability to incur debt, grant liens, redeem stock, pay dividends, sell assets or other
restrictions; 
 (u) the application, if any, of the terms of this Indenture relating to legal defeasance and covenant
defeasance to such Securities; 
 (v) the terms, if any, upon which the holders may convert or exchange (or upon which the
Issuer may require the holders to convert or exchange) such Securities into or for ordinary shares, preferred shares or other securities or property (or upon which such Securities shall automatically convert or be exchanged into or for such other
securities or property); 
 (w) any change in the right of the Trustee or the requisite holders of such Securities to declare
the principal amount thereof due and payable because of an Event of Default; 
 (x) to whom any interest on any such Security
shall be payable, if other than the Person in whose name the Security is registered, on the record date for such interest, and the extent to which, or the manner in which, any interest payable on a temporary global Security will be paid if other
than in the manner provided in this Indenture; 
 (y) if the principal of or any premium or interest on such Securities is to be
payable in one or more currencies or currency units other than as stated, the currency, currencies or currency units in which it shall be paid and the periods within and terms and conditions upon which such election is to be made and the amounts
payable (or the manner in which such amount shall be determined); 
 (z) the collateral, if any, securing such Securities, and
the guarantors, if any, who will guarantee such Securities, or the methods of determining such collateral, if any, and such guarantors, if any; 

  
 9 








 (aa) if the principal amount payable at the stated maturity of any such Securities will not
be determinable as of any one or more dates prior to the stated maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose, including the principal amount thereof which shall be due
and payable upon any maturity other than the stated maturity or which shall be deemed to be outstanding as of any date prior to the stated maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be
determined); 
 (bb) whether any of such Securities will be issued in global form and, if so, the terms and conditions upon
which global Securities may be exchanged for certificated Securities; 
 (cc) the Depositary for global or certificated
Securities; 
 (dd) whether such Securities will be issued in registered form, in bearer form or in both registered and bearer
form; 
 (ee) any restrictions or special procedures applicable to (i) the place of payment of the principal, any premium
and any interest on Unregistered Securities, (ii) the exchange of Unregistered Securities for Registered Securities, (iii) the offer, sale or delivery of Unregistered Securities or (iv) the payment of interest on such Securities;

 (ff) certain U.S. federal income tax consequences and special considerations applicable to such Securities; 

(gg) any Cayman Islands tax consequences applicable to such Securities, including any Securities denominated and made payable, as
described in the prospectus supplements, in Foreign Currencies, or units based on or related to Foreign Currencies; 
 (hh) any
proposed listing of such Securities on a securities exchange; 
 (ii) whether and under what circumstances the Issuer will pay
additional amounts on such Securities held by a Person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem such Securities rather than
pay such additional amounts; 
 (jj) if such Securities are to be issuable in definitive form (whether upon original issue or
upon exchange of a temporary Security) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions; 

(kk) the date as of which such Securities shall be dated if other than the date of original issuance thereof; 

(ll) the names of any trustee, Depositary, authenticating or paying agent, transfer agent, registrar or other agent with respect to such
Securities; 
 (mm) any other specific terms of such Securities, including any other terms which may be required by or advisable
under applicable laws or regulations; 

  
 10 









 (nn) whether interest on such Securities shall be computed on the basis of a 360 day year
comprised of 12 30 day months; and 
 (oo) whether the forms of the Securities and Coupons, if any, have been duly authorized by
Board Resolution or by an indenture supplemental hereto and established in conformity with the provisions of this Indenture. 

All Securities of any one series and Coupons, if any, appertaining thereto, shall be substantially identical, except in the case of
Registered Securities as to denomination and except as may otherwise be provided by or pursuant to the Board Resolution or Officer’s Certificate referred to above or as set forth in any such indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and may pursuant to the Board Resolution or Officer’s Certificate be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution,
such Officer’s Certificate or in any such indenture supplemental hereto. 
 Section 2.4 Authentication and Delivery
of Securities. 
 (a) The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any,
executed by the Issuer to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the order of the Issuer (contained
in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. In authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been
superseded or revoked: 
 (i) an Issuer Order requesting such authentication and setting forth delivery instructions if the
Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (A) such Issuer Order may be delivered by the Issuer to the Trustee prior to the
delivery to the Trustee of such Securities for authentication and delivery, (B) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the
aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the Trustee as may be specified from time to time by an Issuer Order and (C) the maturity date or dates, original issue
date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures; 
 (ii) any Board Resolution, Officer’s Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the forms and terms of the Securities and Coupons,
if any, were established; 
 (iii) an Officer’s Certificate setting forth the form or forms and terms of the Securities and
Coupons, if any, stating that the form or forms and terms of the Securities and Coupons, if 

  
 11 









 
any, have been established pursuant to Sections 2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and 

(iv) either one or more Opinions of Counsel, or a letter addressed to the Trustee permitting it to conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, on one or more Opinions of Counsel, substantially to the effect that: 
 (A) the forms of the Securities and Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture; 

(B) the terms of the Securities have been duly authorized and established in conformity with the provisions of this
Indenture, and, if applicable, certain terms of the Securities have been established pursuant to a Board Resolution, an Officer’s Certificate or a supplemental indenture in accordance with this Indenture, and when such other terms as are to be
established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; 

(C) when the Securities and Coupons, if any, have been executed by the Issuer and authenticated by the Trustee in
accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will have been duly issued under this Indenture, will be entitled to the benefits of this Indenture, and will be valid and binding
obligations of the Issuer, enforceable in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and equitable principles of
general applicability; 
 (D) that all applicable laws and requirements in respect of the execution and delivery
by the Issuer of such Securities have been complied with; and 
 (E) such other matters as the Trustee may
reasonably request. 
 In rendering such opinions, counsel may qualify such opinions with other customary or necessary
qualifications, assumptions, limitations and exceptions. Such counsel may rely upon opinions of other counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee. Such counsel may also
state that, insofar as such opinion involves factual matters, he or she has relied, to the extent he or she deems proper, upon Officer’s Certificates of the Issuer and its subsidiaries and certificates of public officials. 

(b) The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being
advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible
Officers shall determine that such action would expose the Trustee to personal liability or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. 

  
 12 









 (c) If the Issuer shall establish pursuant to Section 2.3 that the Securities of a
series are to be issued in whole or in part in global form, then the Issuer shall execute and the Trustee shall, upon receipt of an Issuer Order, in accordance with this Section and the Issuer Order with respect to such series, authenticate and
deliver one or more Securities in global form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet canceled, (ii) if such
Securities are Registered Securities, shall be registered in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (iii) if such Securities are Registered Securities, shall be delivered by
the Trustee to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: 
 “Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or
by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” 

The Trustee shall have no responsibility for any action taken or not taken by the Depositary. 

(d) Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as
Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. 
 Section 2.5 Execution of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Issuer by the chairman of its Board of Directors or
its chief executive officer, chief financial officer, president or any executive, senior or other vice president or its treasurer, but need not be attested. Such signatures may be the manual or facsimile signatures of the present or any future such
officers. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. 

In case any officer of the Issuer who shall have signed any of the Securities or Coupons, if any, shall cease to be such officer before
the Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security or Coupon nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Security or Coupon had not ceased to be such officer of the Issuer; and any Security or Coupon may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such
Security or Coupon, shall be the proper officers of the Issuer, although at the date of the execution and delivery of this Indenture any such person was not such an officer. 
 Section 2.6 Certificate of Authentication. Only such Securities as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee
by the manual or facsimile signature of 

  
 13 









 
one of its authorized signatories, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. No Coupon shall be entitled to the benefits of this Indenture or
shall be valid and obligatory for any purpose until the certificate of authentication on the Security to which such Coupon appertains shall have been duly executed by the Trustee. The execution of such certificate by the Trustee upon any Security
executed by the Issuer shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Notwithstanding anything to the contrary
herein, the Trustee shall not authenticate any Securities hereunder without first receiving an Issuer Order. The Trustee shall be fully protected and shall incur no liability for failing to take any action in connection therewith unless and until it
has received an Issuer Order. 
 Section 2.7 Denomination and Date of Securities; Payments of Interest. The
Securities of each series shall be issuable as Registered Securities or Unregistered Securities in denominations established as contemplated by Section 2.3 or, with respect to the Registered Securities of any series, if not so established, in
denominations of $1,000 and any integral multiple thereof. If denominations of Unregistered Securities of any series are not so established, such Securities shall be issuable in denominations of $1,000 and $5,000. The Securities of each series shall
be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the officers of the Issuer executing the same may determine with the approval of the Trustee, as evidenced by the execution and authentication
thereof. 
 Each Registered Security shall be dated the date of its authentication. Each Unregistered Security shall be dated as
provided in the resolution or resolutions of the Board of Directors of the Issuer referred to in Section 2.3. The Securities of each series shall bear interest, if any, from the date, and such interest shall be payable on the dates, established
as contemplated by Section 2.3. 
 The person in whose name any Registered Security of any series is registered at the
close of business on any record date applicable to a particular series with respect to any interest payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any transfer or
exchange of such Registered Security subsequent to the record date and prior to such interest payment date, except if and to the extent the Issuer shall default in the payment of the interest due on such interest payment date for such series, in
which case such defaulted interest shall be paid to the persons in whose names Outstanding Registered Securities for such series are registered at the close of business on a subsequent record date (which shall be not less than five Business Days
prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the Holders of Registered Securities and the Trustee not less than 15 days preceding such subsequent record date. The term
“record date” as used with respect to any interest payment date (except a date for payment of defaulted interest) for the Securities of any series shall mean the date specified as such in the terms of the Registered
Securities of such series established as contemplated by Section 2.3, or, if no such date is so established, if such interest payment date is the first day of a calendar month, the fifteenth day of the next preceding calendar month or, if such
interest payment date is the fifteenth day of a calendar month, the first day of such calendar month, whether or not such record date is a Business Day. 

  
 14 









 Section 2.8 Registration, Transfer and Exchange. 

(a) The Issuer will keep at each office or agency to be maintained for the purpose as provided in Section 3.2 for each series of
Securities a separate register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Registered Securities of such series and the registration of transfer of Registered Securities
of such series. Such register shall be in written form in the English language. At all reasonable times such register or registers shall be open for inspection by the Trustee. 
 (b) Subject to the prior written consent of the Cayman Islands Monetary Authority, where applicable, upon due presentation for registration of transfer of any Registered Security of any series at any such
office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered
Securities of the same series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. Unless informed by the Issuer in writing, the Trustee shall be fully protected in assuming that
the prior written consent of the Cayman Islands Monetary Authority is not applicable. If the Trustee is advised by the Issuer that such consent is applicable, the Trustee shall take no action under this Section 2.8 unless directed by an Issuer
Order. 
 Unregistered Securities (except for any temporary Unregistered Securities in global form) and Coupons (except for
Coupons attached to any temporary Unregistered Securities in global form) shall be transferable by delivery. 
 (c) (i) At the
option of the Holder thereof, Registered Securities of any series (other than a Registered Security in global form, except as set forth below) may be exchanged for a Registered Security or Registered Securities of such series having authorized
denominations and an equal aggregate principal amount, upon surrender of such Registered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2 and upon payment, if the
Issuer shall so require, of the charges hereinafter provided. Whenever any Registered Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder
making the exchange is entitled to receive. 
 (ii) Unless otherwise specified as contemplated by Section 2.3, at the
option of the Holder, Unregistered Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Unregistered Securities (if Unregistered Securities of such series are
issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at the
agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2, with all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Holder of an Unregistered Security is unable to produce
any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Unregistered Securities are accompanied by payment in funds acceptable to the Issuer and the Trustee in an


  
 15 









 
amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Issuer and the Trustee if there be furnished to them
such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter the Holder of such Security shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have
been made, such Holder shall be entitled to receive the amount of such payment as provided in Section 3.2. Notwithstanding the foregoing, in case any Unregistered Security of any series is surrendered at any such office or agency in exchange
for a Registered Security of the same series after the close of business at such office or agency on (A) any record date and before the opening of business at such office or agency on the relevant interest payment date, or (B) any special
record date for payment of defaulted interest and before the opening of business at such office or agency on the related date for payment of defaulted interest, such Unregistered Security shall be surrendered without the Coupon relating to such
interest or defaulted interest payment date or proposed date of payment, as the case may be (or, if such Coupon is so surrendered with such Unregistered Security, such Coupon shall be returned to the person so surrendering the Unregistered
Security), and interest or defaulted interest, as the case may be, will not be payable on such date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Unregistered Security, but will
be payable only to the Holder of such Coupon, when due in accordance with the provisions of this Indenture. 
 (iii) Registered
Securities of any series may not be exchanged for Unregistered Securities of such series unless (A) otherwise specified pursuant to Section 2.3 and (B) the Issuer has delivered to the Trustee an Opinion of Counsel that (1) the
Issuer has received from the Internal Revenue Service a ruling or (2) since the date hereof, there has been a change in the applicable Federal income tax law, in either case to the effect that the inclusion of terms permitting Registered
Securities to be exchanged for Unregistered Securities would result in no adverse Federal income tax effect to the Issuer or to any Holder. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and Coupons surrendered upon any exchange or transfer provided for in this Indenture shall be canceled promptly and disposed of by
the Trustee in accordance with its procedures for the disposition of cancelled securities in effect as of the date of such cancellation and the Trustee will deliver a certificate of disposition thereof to the Issuer. 

(d) All Registered Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer
or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder or his or her attorney duly authorized in writing. 

The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with
any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction. 
 The Issuer
shall not be required to exchange or register a transfer of (i) any Securities of any series for a period of 15 days next preceding the first mailing of notice of redemption of Securities of such series to be redeemed or (ii) any
Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed. 

  
 16 









 (e) Notwithstanding any other provision of this Section 2.8, unless and until it is
exchanged in whole or in part for Securities in definitive registered form, a Registered Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series
to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor
Depositary. 
 If at any time the Depositary for any Registered Securities of a series represented by one or more Registered
Securities in global form notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.4,
the Issuer shall appoint a successor Depositary eligible under Section 2.4 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.4 for such Registered Securities is not appointed by the Issuer
within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.3 that such Registered Securities be represented by one or more Registered Securities in global form
shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in
definitive registered form without Coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Security or Securities in global form representing such Registered Securities in exchange
for such Registered Security or Securities in global form. 
 The Issuer may at any time and in its sole discretion determine
that the Registered Securities of any series issued in the form of one or more Registered Securities in global form shall no longer be represented by a Registered Security or Securities in global form. In such event the Issuer will execute, and the
Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without Coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of the Registered Security or Securities in global form representing such Registered Securities, in exchange for such Registered Security or Securities in global form.

 If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Registered Security in
global form, the Depositary for such Registered Security in global form may surrender such Registered Security in global form in exchange in whole or in part for Registered Securities of the same series in definitive form on such terms as are
acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge, 
 (i) to the Person specified by such Depositary a new Registered Security or Securities of the same series, of any authorized denominations as requested by such Person, in an aggregate principal amount
equal to and in exchange for such Person’s beneficial interest in the Registered Security in global form; and 

  
 17 









 (ii) to such Depositary a new Registered Security in global form in a denomination equal to
the difference, if any, between the principal amount of the surrendered Registered Security in global form and the aggregate principal amount of Registered Securities authenticated and delivered pursuant to clause (i) above. 

Upon the exchange of a Registered Security in global form for Registered Securities in definitive form without Coupons, in authorized
denominations, such Registered Security in global form shall be canceled by the Trustee or an agent of the Issuer or the Trustee. Registered Securities in definitive form issued in exchange for a Registered Security in global form pursuant to this
Section 2.8 shall be registered in such names and in such authorized denominations as the Depositary for such Registered Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the
Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered. 

(f) All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. 
 (g)
Notwithstanding anything herein or in the terms of any series of Securities to the contrary, none of the Issuer, the Trustee or any agent of the Issuer or the Trustee (any of which, other than the Issuer, may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, on an Officer’s Certificate and an Opinion of Counsel) shall be required to exchange any Unregistered Security for a Registered Security if such exchange would result in
adverse income tax consequences to the Issuer. 
 (h) The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or
beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture,
and to examine the same to determine substantial compliance as to form with the express requirements hereof. 
 Section 2.9
Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any Security or any Coupon appertaining to any Security shall become mutilated, defaced or be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon
receipt of an Issuer Order, the Trustee shall authenticate and deliver a new Security of the same series, maturity date, interest rate and original issue date, bearing a number or other distinguishing symbol not contemporaneously outstanding, in
exchange and substitution for the mutilated or defaced Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen with Coupons corresponding to the Coupons appertaining to the Securities so mutilated, 

  
 18 









 
defaced, destroyed, lost or stolen, or in exchange or substitution for the Security to which such mutilated, defaced, destroyed, lost or stolen Coupon appertained, with Coupons appertaining
thereto corresponding to the Coupons so mutilated, defaced, destroyed, lost or stolen. In every case the applicant for a substitute Security or Coupon shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such
security or indemnity as may be required by them to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Security or Coupon
and of the ownership thereof and in the case of mutilation or defacement shall surrender the Security and related Coupons to the Trustee or such agent. 
 Upon the issuance of any substitute Security or Coupon, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee) of its agent connected therewith. In case any Security or Coupon which has matured or is about to mature or has been called for redemption in full shall become mutilated or defaced or
be destroyed, lost or stolen, the Issuer may instead of issuing a substitute Security, pay or authorize the payment of the same or the relevant Coupon (without surrender thereof except in the case of a mutilated or defaced Security or Coupon), if
the applicant for such payment shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as any of them may require to save each of them harmless, and, in every case of destruction, loss or
theft, the applicant shall also furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security or Coupon and of the ownership thereof. 

Every substitute Security or Coupon of any series issued pursuant to the provisions of this Section by virtue of the fact that any such
Security or Coupon is destroyed, lost or stolen shall constitute an additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security or Coupon shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights set forth in) this Indenture equally and proportionately with any and all other Securities or Coupons of such series duly authenticated and delivered hereunder. All
Securities and Coupons shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen
Securities and Coupons and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities
without their surrender. 
 Section 2.10 Cancellation of Securities; Destruction Thereof. All Securities and Coupons
surrendered for payment, redemption, registration of transfer or exchange, or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee or any agent of the
Trustee, shall be delivered to the Trustee or its agent for cancellation or, if surrendered to the Trustee, shall be canceled by it; and no Securities or Coupons shall be issued in lieu thereof except as expressly permitted by any of the provisions
of this Indenture. The Trustee or its agent shall dispose of canceled Securities and Coupons held by it in accordance with its procedures for the disposition of cancelled securities in effect as of the date of such cancellation. If the Issuer or its


  
 19 









 
agent shall acquire any of the Securities or Coupons, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities or Coupons unless and
until the same are delivered to the Trustee or its agent for cancellation. 
 Section 2.11 Temporary Securities.
Pending the preparation of definitive Securities for any series, the Issuer may execute and the Trustee shall authenticate and deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in
form satisfactory to the Trustee). Temporary Securities of any series shall be issuable as Registered Securities without Coupons, or as Unregistered Securities with or without Coupons attached thereto, of any authorized denomination, and
substantially in the form of the definitive Securities of such series but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Issuer with the concurrence of the Trustee as
evidenced by the execution and authentication thereof. Temporary Securities may contain such references to any provisions of this Indenture as may be appropriate. Every temporary Security shall be executed by the Issuer and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities. Without unreasonable delay the Issuer shall execute and shall furnish definitive Securities of such series and thereupon
temporary Registered Securities of such series may be surrendered in exchange therefor without charge at each office or agency to be maintained by the Issuer for that purpose pursuant to Section 3.2 and, in the case of Unregistered Securities,
at any agency maintained by the Issuer for such purpose as specified pursuant to Section 3.2, and the Trustee shall authenticate and deliver in exchange for such temporary Securities of such series an equal aggregate principal amount of
definitive Securities of the same series having authorized denominations and, in the case of Unregistered Securities, having attached thereto any appropriate Coupons. Until so exchanged, the temporary Securities of any series shall be entitled to
the same benefits under this Indenture as definitive Securities of such series, unless otherwise established pursuant to Section 2.3. The provisions of this Section are subject to any restrictions or limitations on the issue and delivery of
temporary Unregistered Securities of any series that may be established pursuant to Section 2.3 (including any provision that Unregistered Securities of such series initially be issued in the form of a single Unregistered Security in global
form to be delivered to a Depositary or agency located outside the United States and the procedures pursuant to which Unregistered Securities in definitive or global form of such series would be issued in exchange for such temporary Unregistered
Security in global form). 
 Section 2.12 Global Securities. Neither the Trustee nor any Agent shall have any
responsibility for any actions taken or not taken by the Depositary. 
 Section 2.13 CUSIP Numbers. The Issuer in
issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so used by the Issuer, the Trustee shall use “CUSIP” 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 

  
 20 









 
as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any
defect in or omission of such numbers. The Issuer will promptly notify the Trustee of any change in the “CUSIP” numbers. 
 ARTICLE 3 
 COVENANTS OF THE ISSUER 

Section 3.1 Payment of Principal, Premium and Interest. The Issuer covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay or cause to be paid the principal of, and premium, if any, and interest on, each of the Securities of such series (together with any additional amounts payable pursuant to the terms of such Securities)
at the place or places, at the respective times and in the manner provided in such Securities and in the Coupons, if any, appertaining thereto and in this Indenture. The interest on Securities with Coupons attached (together with any additional
amounts payable pursuant to the terms of such Securities) shall be payable only upon presentation and surrender of the several Coupons for such interest installments as are evidenced thereby as they severally mature. If any temporary Unregistered
Security provides that interest thereon may be paid while such Security is in temporary form, the interest on any such temporary Unregistered Security (together with any additional amounts payable pursuant to the terms of such Security) shall be
paid, as to the installments of interest evidenced by Coupons attached thereto, if any, only upon presentation and surrender thereof, and, as to the other installments of interest, if any, only upon presentation of such Securities for notation
thereon of the payment of such interest, in each case subject to any restrictions that may be established pursuant to Section 2.3. The interest on Registered Securities (together with any additional amounts payable pursuant to the terms of such
Securities) shall be payable only to or upon the written order of the Holders thereof and, at the option of the Issuer, may be paid by wire transfer or by mailing checks for such interest payable to or upon the written order of such Holders at their
last addresses as they appear on the registry books of the Issuer. 
 Section 3.2 Offices for Payments, Etc. So long
as any Securities are issued as Registered Securities, the Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where the Registered Securities of each series may be presented for payment, where the Securities
of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be presented for registration of transfer as in this Indenture
provided. 
 So long as any Securities are issued as Unregistered Securities, the Issuer will maintain one or more offices or
agencies in a city or cities located outside the United States (including any city in which such an agency is required to be maintained under the rules of any shares exchange on which the Securities of such series are listed) where the Unregistered
Securities, if any, of each series and Coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered


  
 21 









 
Security or Coupon at an agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to
applicable United States laws and regulations then in effect such payment can be made without adverse tax consequences to the Issuer. Notwithstanding the foregoing, payments in Dollars of Unregistered Securities of any series and Coupons
appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in the Borough of Manhattan, The City of New York, if such payment in Dollars at each agency maintained by the Issuer outside the United States for
payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. 

The Issuer will maintain an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series,
the Coupons appertaining thereto or this Indenture may be served. Unless otherwise provided pursuant to Section 2.3 herein, the Issuer hereby initially appoints the Trustee’s office or agency for each of said purposes. 

The Issuer will give to the Trustee written notice of the location of each such office or agency and of any change of location thereof.
In case the Issuer shall fail to maintain any agency required by this Section, or shall fail to give such notice of the location or of any change in the location of any of the above agencies, presentations and demands may be made and notices may be
served at the Corporate Trust Office of the Trustee. 
 The Issuer may from time to time designate one or more additional
offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.3
and where the Registered Securities of that series may be presented for registration of transfer as in this Indenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient;
provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such
designation or rescission thereof. 
 Section 3.3 Money for Security Payments to be Held in Trust; Unclaimed Money.
If the Issuer shall at any time act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest on any of the Securities, segregate and hold in trust for the benefit of the Holders entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Holders or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure
so to act. 
 Whenever the Issuer shall have one or more paying agents, it will, on or prior to each due date of the principal
of and premium, if any, or interest on any Securities, deposit with the paying agent or paying agents a sum sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Holders
entitled to such principal, premium, if any, or interest, and, unless such paying agent is the Trustee, the Issuer will promptly notify the Trustee of its action or failure so to act. 

  
 22 









 The Issuer will cause each paying agent other than the Trustee to execute and deliver to the
Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provisions of this Section, that such paying agent will: 
 (a) hold all sums held by it for the payment of the principal of and premium, if any, or interest on Securities in trust for the benefit of the Holders 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 default by the Holders (or any
other obligor upon the Securities) in the making of any payment of principal and premium, if any, or interest; and 
 (c) at any
time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. 
 The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any paying agent to pay, to the Trustee
all sums held in trust by the Issuer or such paying agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or such paying agent; and, upon such payment by any paying agent to the
Trustee, such paying agent shall be released from all further liability with respect to such money. 
 Any money deposited with
the Trustee or any paying agent, or then held by the Issuer in trust for the payment of the principal of and premium, if any, or interest on any Security and remaining unclaimed for two years after such principal and premium, if any, or interest has
become due and payable shall be paid to the Issuer on Issuer Order, or, if then held by the Issuer, shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof, and all liability of the Trustee or such paying agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such paying agent, before
being required to make any such repayment, shall at the expense of the Issuer cause to be published at least once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London,
or mail to each such Holder, or both, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed balance of such money then
remaining will be repaid to the Issuer. 
 Section 3.4 Statements of Officers of Issuer as to Default; Notice of
Default. 
 (a) The Issuer will deliver to the Trustee, within 120 days after the end of each fiscal year (which on the date
hereof ends on December 31 of the Issuer ending after the date hereof, a certificate, signed by the principal executive officer, principal financial officer or principal accounting officer, stating as to each signor thereof that, (1) a
review of the activities of the Issuer during the year and of performance under this Indenture has been made under the signor’s supervision, and (2) to the best knowledge of the signor, based on such review, the Issuer has fulfilled all
its obligations under this Indenture throughout the year, or if there has been a default 

  
 23 









 
in the fulfillment of such obligation, specifying all such defaults and the nature and status thereof of which the signor may have knowledge. 

(b) The Issuer shall file with the Trustee written notice of the occurrence of any default or Event of Default within five Business Days
of its becoming aware of any such default or Event of Default. 
 Section 3.5 Existence. Subject to Article 9, the
Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises and those of each of its Subsidiaries; provided, however, that the Issuer shall not be
required to preserve any such right or franchise if its Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer or the business of any Subsidiary and that the loss thereof
is not disadvantageous in any material respect to the Holders. 
 Section 3.6 Maintenance of Properties. The Issuer
will cause all properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Issuer may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Issuer from discontinuing the operation or maintenance of any such properties if such discontinuance is, in the judgment of the Issuer, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to the Holders. 
 Section 3.7 Payment of
Taxes and Other Claims. The Issuer shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (a) all taxes, assessments and governmental charges (including withholding taxes and any penalties,
interest and additions to taxes) levied or imposed upon the Issuer or any Subsidiary or upon the income, profits or property of the Issuer or any Subsidiary, and (b) all material lawful claims for labor, materials and supplies which, if unpaid,
might by law become a lien upon the property of the Issuer or any Subsidiary; provided, however, that the Issuer shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been made. 
 Section 3.8 Further Instruments and Acts. Upon request of the Trustee, the Issuer will execute and deliver such further instruments and perform such further acts as may be reasonably necessary
or proper to carry out more effectively the purposes of this Indenture. 

  
 24 









 Section 3.9 Commission Reports. The Issuer shall file with the Trustee, within
15 days after it files such annual and quarterly reports, information, documents and other reports with the Commission, copies of its annual report and of the information, documents and other reports (or copies of such portions of any of the
foregoing as the Commission may by rules and regulations prescribe) which the Issuer is required to file with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the
Issuer’s compliance with any of its covenants hereunder. The Trustee shall be under no obligation to analyze or make any credit decisions with respect to reports or other information received by it pursuant to this section, but shall hold such
reports and other information solely for the benefit of, and review by, the security holders. 
 Section 3.10
Calculation of Original Issue Discount. The Issuer shall file with the Trustee promptly at the end of each calendar year (a) a written notice specifying the amount of original issue discount (including daily rates and accrual periods),
if any, accrued on Outstanding Securities as of the end of such year and (b) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.

 ARTICLE 4 
 SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE 
 Section 4.1
Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders. If and so long as the Trustee shall not be the Security registrar for the Securities of any series, the Issuer and any other obligor on the Securities will
furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the Holders of the Registered Securities of such series pursuant to Section 312 of the Trust Indenture Act
of 1939 (a) semi-annually not more than 5 days after each record date for the payment of interest on such Registered Securities, as hereinabove specified, as of such record date and on dates to be determined pursuant to Section 2.3 for
non-interest bearing Registered Securities in each year, and (b) at such other times as the Trustee may request in writing, within thirty days after receipt by the Issuer of any such request as of a date not more than 15 days prior to the time
such information is furnished. The Issuer initially appoints the Trustee at its Corporate Trust Office to act as the registrar. 

Section 4.2 Preservation of Information; Communications to Holders. 

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as 

  
 25 









 
provided in Section 4.1 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar or paying agent. The Trustee may destroy any list furnished to it
as provided in Section 4.1 upon receipt of a new list so furnished. 
 (b) The rights of Holders to communicate with other
Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act of 1939. 

(c) Every Holder of Securities, by receiving and holding the same, agrees with the Issuer and the Trustee that neither the Issuer nor the
Trustee nor any agent of any of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with Sections 4.1 and 4.2, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 4.2. 
 Section 4.3 Reports by the Trustee. Any Trustee’s report required under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted within 60 days after April 15 in
each year beginning with the first such date after the issuance of Securities under this Indenture, as provided in Section 313(c) of the Trust Indenture Act of 1939, so long as any Securities are Outstanding hereunder, and shall be dated as of
April 15, if required by and in compliance with Section 313(a) of the Trust Indenture Act of 1939. 
 A copy of each
such report shall, at the time of such transmission to Holders, be filed by the Trustee with each shares exchange, if any, upon which the Securities are listed, with the Commission and with the Issuer. The Issuer will promptly notify the Trustee
when the Securities are listed on any shares exchange and of any delisting thereof. 
 ARTICLE 5 

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT 
 Section 5.1 Event of Default Defined; Acceleration of Maturity; Waiver of Default. “Event of Default” with respect to Securities of any series wherever used herein,
means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or governmental body) unless it is either inapplicable to a particular series or it is specifically deleted or modified in an indenture supplemental hereto, if any, under
which such series of Securities is issued: 
 (a) default in the payment of any installment of interest upon any of the
Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days and the interest payment date has not been properly extended or deferred; provided, however, that if the Issuer is
permitted by the terms of the Securities of the applicable series to defer the payment in question, the date on which such payment is due and payable shall be the date on which the Issuer is required to make payment following such deferral, if such
deferral has been elected pursuant to the terms of the Securities of that series; or 

  
 26 









 (b) default in the payment of all or any part of the principal of, or premium, if any, on
any of the Securities of such series as and when the same shall become due and payable either at maturity, upon any redemption, by declaration or otherwise; provided, however, that if the Issuer is permitted by the terms of the Securities of the
applicable series to defer the payment in question, the date on which such payment is due and payable shall be the date on which the Issuer is required to make payment following such deferral, if such deferral has been elected pursuant to the terms
of the Securities of that series; or 
 (c) default in the payment of any sinking fund installment as and when the same shall
become due and payable by the terms of the Securities of such series; or 
 (d) default in the observance or performance of any
covenant or agreement on the part of the Issuer in the Securities of such series (other than a covenant or agreement, a default in the observance or performance of which is specifically dealt with elsewhere in this Section) (other than a covenant or
agreement included in this Indenture solely for the benefit of a series of Securities other than such series) and continuation of such default for a period of 90 days after the date on which written notice specifying such failure, stating that such
notice is a “Notice of Default” hereunder and demanding that the Issuer remedy the same, shall have been given by registered or certified mail, return receipt requested, to the Issuer by the Trustee, or to the Issuer and the Trustee by the
holders of at least 25% in aggregate principal amount of the Outstanding Securities of all series affected thereby; or 
 (e) a
decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Issuer as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of the Issuer under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, and such decree or order shall have continued undischarged and unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of
a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Issuer or of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force and
unstayed for a period of 120 days; or 
 (f) the Issuer shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property, or make any general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become
due; or 
 (g) default (i) in any scheduled payment of principal of any indebtedness of the Issuer (other than with respect
to such series of the Securities and other than non-recourse indebtedness), having an aggregate principal amount outstanding of at least $50,000,000, when due and payable after giving effect to any applicable grace period or (ii) in the
performance of 

  
 27 









 
any other term or provision of any indebtedness of the Issuer (other than with respect to such series of the Securities and other than non-recourse indebtedness) having an aggregate principal
amount outstanding of at least $50,000,000 which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such acceleration shall not have been cured, waived,
rescinded or annulled, or such indebtedness shall not have been discharged, within a period of 30 days after notice has been given by registered or certified mail, return receipt requested, to the Issuer by the Trustee or to the Issuer and the
Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities (treated as one class) which notice shall state that it is a “Notice of Default” hereunder; or 

(h) any other Event of Default provided in the supplemental indenture under which such series of Securities is issued or in the form of
Security for such series; 
 provided that if any such default or acceleration referred to in clause (g) above shall cease or be cured,
waived, rescinded or annulled, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon cured. 
 If an Event of Default described in clause (a), (b), (c), (d) or (h) (if the Event of Default under clause (d) or (h), as the case may be, is with respect to less than all series of
Securities then Outstanding) occurs and is continuing, then, and in each and every such case, except for any series of Securities the principal of which shall have already become due and payable, either the Trustee or the Holders of not less than
25% in aggregate principal amount of the Securities of each such affected series then Outstanding hereunder (voting as a single class) by notice in writing to the Issuer (and to the Trustee if given by Securityholders), may declare the entire
principal (or, if the Securities of any such affected series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all Securities of all such affected series, and the
interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration, the same shall become immediately due and payable. If an Event of Default described in clause (d) or (h) (if the Event of Default under
clause (d) or (h), as the case may be, is with respect to all series of Securities then Outstanding) or (g) occurs and is continuing, then and in each and every such case, unless the principal of all the Securities shall have already
become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of all the Securities then Outstanding hereunder (treated as one class), by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if any Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of all the Securities then Outstanding, and interest accrued
thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event of Default specified in clause (e) or (f) occurs, all unpaid principal (or, if any Securities
are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of all the Securities then Outstanding, and interest accrued thereon, if any, shall be due and payable immediately, without any
declaration or other act on the part of the Trustee or any Securityholder. 
 The foregoing provisions, however, are subject to
the condition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion of the 

  
 28 









 
principal as may be specified in the terms thereof) of the Securities of any series (or of all the Securities, as the case may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the
Securities of such series (or of all the Securities, as the case may be) and the principal of any and all Securities of each such series (or of all the Securities, as the case may be) which shall have become due otherwise than by acceleration (with
interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Securities of each such series (or at the respective rates of interest or Yields to Maturity of all the Securities, as the case may be) to the date of such payment or deposit) and such amount as shall be
sufficient to cover reasonable compensation to the Trustee and each predecessor Trustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as
a result of negligence, bad faith or willful misconduct, and if any and all Events of Default under the Indenture, other than the non-payment of the principal of Securities which shall have become due by such acceleration, shall have been cured,
waived or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal amount of all the Securities of each such series, or of all the Securities, in each case voting as a single class, then
Outstanding, by written notice to the Issuer and to the Trustee, may waive all defaults with respect to each such series (or with respect to all the Securities, as the case may be) and rescind and annul such declaration and its consequences, but no
such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon. 
 For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof,
then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof
as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing
thereunder, shall constitute payment in full of such Original Issue Discount Securities. 
 Section 5.2 Collection of
Indebtedness by Trustee; Trustee May Prove Debt. 
 (a) The Issuer covenants that (i) in case default shall be made in
the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (ii) in case default shall be made in the
payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, whether upon maturity of the Securities of such series or upon any redemption or by declaration or otherwise, then
upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on 

  
 29 









 
all Securities of such series, and such Coupons, for principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such
series); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of its negligence, bad faith or willful misconduct. 

Until such demand is made by the Trustee, the Issuer may pay the principal of and interest on the Securities of any series to the
registered holders, whether or not the Securities of such series be overdue. 
 (b) In case the Issuer shall fail forthwith to
pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or other obligor upon the Securities and collect in the manner provided by law out of the property of the
Issuer or other obligor upon the Securities, wherever situated the moneys adjudged or decreed to be payable. 
 (c) In case
there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver,
assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial
proceedings relative to the Issuer or other obligor upon the Securities, or to the creditors or property of the Issuer or such other obligor, 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 pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

 (i) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series
are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, 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 reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and
liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or
other obligor upon the Securities, or to the creditors or property of the Issuer or such other obligor; 

  
 30 









 (ii) unless prohibited by applicable law and regulations, to vote on behalf of the holders
of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings; and

 (iii) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all
amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments
to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor
Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made by, and all other amounts due to, the Trustee and each predecessor Trustee except as a result of negligence, bad faith
or willful misconduct. 
 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote
for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of
the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. 
 (d) All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series or Coupons appertaining to such Securities, may be enforced by the Trustee without the
possession of any of such Securities or Coupons or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the
Securities or Coupons appertaining to such Securities in respect of which such action was taken. 
 (e) In any proceedings
brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities or Coupons appertaining
to such Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities or Coupons appertaining to such Securities parties to any such proceedings. 

Section 5.3 Application of Proceeds. Any moneys collected by the Trustee pursuant to this Article in respect of any series
shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal or interest, upon presentation of the several Securities and Coupons appertaining to such
Securities in respect of which moneys have been collected and stamping (or otherwise noting) thereon the payment, or issuing Securities of such 

  
 31 









 
series in reduced principal amounts in exchange for the presented Securities of like series if only partially paid, or upon surrender thereof if fully paid: 

FIRST: To the payment of all amounts due the Trustee and each predecessor Trustee and their respective agents and attorneys and of all
expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, including any other amounts due under Section 6.6 herein, except as a result of negligence, bad faith or willful misconduct; 

SECOND: To the payment of costs and expenses applicable to such series in respect of which moneys have been collected, except for the
payment to the Trustee and each predecessor Trustee and their respective agents and attorneys as set forth above; 
 THIRD: In
case the principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of interest on the Securities of such series in default in the order of the maturity
of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in such Securities, such payments to be made ratably to the Persons entitled thereto, without discrimination or preference; 
 FOURTH: In case the principal of the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the whole amount then
owing and unpaid upon all the Securities of such series for principal and interest, with interest upon the overdue principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same
rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon
the Securities of such series, then to the payment of such principal and interest or Yield to Maturity, without preference or priority of principal over interest or Yield to Maturity, or of interest or Yield to Maturity over principal, or of any
installment of interest over any other installment of interest, or of any Security of such series over any other Security of such series, ratably to the aggregate of such principal and accrued and unpaid interest or Yield to Maturity; and

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

Section 5.4 Suits for Enforcement. In case an Event of Default has occurred, has not been waived and is continuing, the
Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law. 

  
 32 









 Section 5.5 Restoration of Rights on Abandonment of Proceedings. In case the
Trustee or Holder shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee or such Holder, then and in every
such case the Issuer, the Trustee and the Holders shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken. 
 Section 5.6 Limitations on Suits by Securityholders. No Holder of any Security of any
series or of any Coupon appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to
this Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of not less than 25% in aggregate principal amount of the Securities of each affected series then Outstanding (treated as a single class) shall have made written request upon
the Trustee to institute such action or proceedings in its own name as trustee hereunder and shall have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby and
the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceeding and no direction inconsistent with such written request shall have been given to the Trustee
pursuant to Section 5.9; it being understood and intended, and being expressly covenanted by the taker and Holder of every Security or Coupon with every other taker and Holder and the Trustee, that no one or more Holders of Securities of any
series or Coupons appertaining to such Securities shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holder of Securities or Coupons
appertaining to such Securities, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of
all Holders of Securities of the applicable series and Coupons appertaining to such Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as
can be given either at law or in equity. 
 Section 5.7 Unconditional Right of Securityholders to Institute Certain
Suits. Notwithstanding any other provision in this Indenture and any provision of any Security, the right of any Holder of any Security or Coupon to receive payment of the principal of and interest on such Security or Coupon on or after the
respective due dates expressed in such Security or Coupon, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 

  
 33 









 Section 5.8 Powers and Remedies Cumulative; Delay or Omission Not Waiver of
Default. Except as provided in Section 5.6, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or Coupons is intended to be exclusive of any other right or remedy, and every right and remedy
shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
 No delay or
omission of the Trustee or of any Holder of Securities or Coupons to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of
any such Event of Default or an acquiescence therein; and, subject to Section 5.6, every power and remedy given by this Indenture or by law to the Trustee or to the Holders of Securities or Coupons may be exercised from time to time, and as
often as shall be deemed expedient, by the Trustee or by the Holders of Securities or Coupons. 
 Section 5.9 Control by
Holders of Securities. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all such series voting as a single class) at the time Outstanding 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 by this Indenture; provided that such direction shall not be
otherwise than in accordance with law and the provisions of this Indenture; provided further that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised
by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the
Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would
be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or
not such actions or forbearances are unduly prejudicial to such Holders. 
 Nothing in this Indenture shall impair the right of
the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders. 
 Section 5.10 Waiver of Past Defaults. Prior to the acceleration of the maturity of any Securities as provided in Section 5.1, the Holders of a majority in aggregate principal amount of
the Securities of all series at the time Outstanding with respect to which an Event of Default shall have occurred and be continuing (voting as a single class) may on behalf of the Holders of all such Securities waive any past default or Event of
Default described in Section 5.1 and its consequences, except a default in respect of a covenant or provision hereof which cannot be modified or amended without the 

  
 34 









 
consent of the Holder of each Security affected. In the case of any such waiver, the Issuer, the Trustee and the Holders of all such Securities shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 
 Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured, and not to
have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. 

Section 5.11 Trustee to Give Notice of Default, but May Withhold in Certain Circumstances. The Trustee shall, within ninety
days after the occurrence of a default with respect to the Securities of any series, give notice of all defaults with respect to that series actually known to a Responsible Officer of the Trustee (a) if any Unregistered Securities of that
series are then Outstanding, to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in London and (b) to all Holders of
Securities of such series in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act of 1939, unless in each case such defaults shall have been cured before the mailing or publication of such notice (the term
“defaults” for the purpose of this Section being hereby defined to mean any event or condition which is, or with notice or lapse of time or both would become, an Event of Default); provided that, except in the case of default in the
payment of the principal of or interest on any of the Securities of such series, or in the payment of any sinking fund installment on such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors,
the executive committee, or a trust committee of directors, trustees or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Securityholders of such series. For purposes of this
Section 5.11, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default. 
 Section 5.12 Right of Court to Require Filing of Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Security or Coupon by his or her 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 and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder or
group of Securityholders of any series holding in the aggregate more than 10% in aggregate principal amount of the Securities of such series, or, in the case of any suit relating to or arising under clause (d) or (h) of Section 5.1
(if the suit relates to Securities of more than one but less than all series), 10% in aggregate principal amount of Securities then Outstanding and affected thereby, 

  
 35 









 
or in the case of any suit relating to or arising under clause (d) or (h) (if the suit under clause (d) or (h) relates to all the Securities then Outstanding), (e),
(f) or (g) of Section 5.1, 10% in aggregate principal amount of all Securities then Outstanding, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of or interest on any Security on or
after the due date expressed in such Security or any date fixed for redemption. 
 ARTICLE 6 

CONCERNING THE TRUSTEE 
 Section 6.1 Duties and Responsibilities of the Trustee; During Default; Prior to Default. 
 (a) With respect to the Holders of any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after
the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to
the Securities of a series has occurred (which has not been cured or waived), the Trustee shall exercise with respect to such series of Securities such of the rights and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. 
 (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that

 (i) prior to the occurrence of an Event of Default with respect to the Securities of any series and after the curing or
waiving of all such Events of Default with respect to such series which may have occurred: 
 (A) the duties and
obligations of the Trustee with respect to the Securities of any series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are
specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (B) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements,
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the
Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated
therein unless specifically required by this Indenture); 

  
 36 









 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; 
 (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 5.9 relating to
the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and 

(iv) the Trustee shall not be required to take notice, and shall not be deemed to have notice, of any default or Event of Default
hereunder, except Events of Default described in paragraphs (a), (b) and (c) of Section 5.1 hereof (unless the Trustee is not the paying agent under the Security subject to the Event of Default), unless a Responsible Officer of the
Trustee shall be notified specifically of the default or Event of Default on a written instrument or document delivered to it at its notice address by the Issuer or by the Holders of at least 10% of the aggregate principal amount of Securities then
outstanding. In the absence of delivery of notice satisfying those requirements, the Trustee may assume conclusively that there is no default or Event of Default, except as noted. 

(c) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability
is not reasonably assured to it. 
 The provisions of this Section 6.1 are in furtherance of and subject to
Section 315 of the Trust Indenture Act of 1939. 
 Section 6.2 Certain Rights of the Trustee. In furtherance of
and subject to the Trust Indenture Act of 1939, and subject to Section 6.1: 
 (a) the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; 

(b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order and an
Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant
secretary of the Issuer; 

  
 37 









 (c) the Trustee may consult with legal counsel of its choice or other experts, and the
advice of such experts within the scope of such expert’s area of expertise or opinion of counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be
taken by it hereunder in good faith and in accordance with such advice or opinion; 
 (d) the Trustee shall be under no
obligation to exercise any of the trusts 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 security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; 
 (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture;

 (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, appraisal, bond, debenture, note, coupon,
security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected by such Event of Default and then Outstanding; provided that,
if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Indenture, the Trustee may require indemnity reasonably satisfactory to it against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by
the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand; 
 (g) the Trustee
may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or
attorney appointed with due care by it hereunder; 
 (h) the Trustee shall not be liable for any action taken, suffered, or
omitted to be taken by it in good faith in accordance with the direction of the holders pursuant to Section 5.9 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon it by this Indenture; 
 (i) the rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; 

(j) the Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified 

  
 38 









 
actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded; 
 (k) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Issuer, at a time reasonably determined by the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; and

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

Section 6.3 Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof. The recitals
contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of any Securities or Coupons. The Trustee shall not be accountable for the use or application by the Issuer of any of the Securities or of the proceeds thereof. 

Section 6.4 Trustee and Agents May Hold Securities or Coupons; Collections, Etc. The Trustee or any agent of the Issuer or
the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities or Coupons with the same rights it would have if it were not the Trustee or such agent and may otherwise deal with the Issuer and receive, collect,
hold and retain collections from the Issuer with the same rights it would have if it were not the Trustee or such agent. 

Section 6.5 Moneys Held by Trustee. Subject to the provisions of Section 3.3 hereof, all moneys received by the Trustee
shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by mandatory provisions of law. Neither the Trustee nor any
agent of the Issuer or the Trustee shall be under any liability for interest on any moneys received by it hereunder. 

  
 39 









 Section 6.6 Compensation and Indemnification of Trustee. The Issuer covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer and the Trustee from time to time (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made
by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any
such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct. The Issuer also covenants to indemnify the Trustee, each predecessor Trustee and their respective directors, officers, employees, and agents
(the “indemnitees”) for, and to hold the indemnitees harmless against, any and all loss, liability, claim, damage, penalty, fine or expense, including taxes and reasonable out-of-pocket expenses, reasonable incidental
expenses and reasonable legal fees and expenses incurred without negligence, bad faith or willful misconduct on the indemnitees’ part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts
hereunder and the indemnitees’ duties hereunder, including the costs and expenses of defending themselves against or investigating any claim, whether asserted by the Issuer or any Holder or any other Person, or liability in connection with the
exercise or performance of the indemnitees’ duties or obligations hereunder. The obligations of the Issuer under this Section to compensate and indemnify the indemnitees and to pay or reimburse the indemnitees for expenses, disbursements and
advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness
shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby
subordinated to such senior claim. In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss or profit)
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 
 When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or (f), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law. 

Section 6.7 Right of Trustee to Rely on Officer’s Certificate, Etc. Subject to Sections 6.1 and 6.2, whenever in the
administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence, bad faith or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee,
and such Officer’s Certificate, in the absence of negligence, bad faith or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this
Indenture upon the faith thereof. 

  
 40 









 Section 6.8 Indentures Not Creating Potential Conflicting Interests for the
Trustee. The following indentures are hereby specifically described for the purposes of Section 310(b)(1) of the Trust Indenture Act of 1939: this Indenture with respect to the Securities of any series. 

Section 6.9 Persons Eligible for Appointment as Trustee. The Trustee for each series of Securities hereunder shall at all
times be a Person organized and doing business under the laws of the United States of America or of any State or the District of Columbia having a combined capital and surplus of at least $15,000,000, and which is authorized under such laws to
exercise corporate trust powers and is subject to supervision or examination by Federal, State or District of Columbia authority. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 6.10. 

The provisions of this Section 6.9 are in furtherance of and subject to Section 310(a) of the Trust Indenture Act of 1939.

 Section 6.10 Resignation and Removal; Appointment of Successor Trustee. 

(a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of
Securities by giving written notice of resignation to the Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication, at the Issuer’s
expense, at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London, (ii) if any Unregistered Securities of a series affected are then Outstanding, by
mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and
(iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Issuer
shall promptly appoint a successor Trustee or Trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor Trustee or Trustees. If no successor Trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning
Trustee may, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at
least six months may, subject to the provisions of Section 5.12, on behalf of himself 

  
 41 









 
or herself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor Trustee. 
 (b) In case at any time any of the following shall occur: 

(i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act of 1939 with respect to any
series of Securities after written request therefor by the Issuer or by any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months; or 

(ii) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.9 and Section 310(a) of the Trust
Indenture Act of 1939 and shall fail to resign after written request therefor by the Issuer or by any Securityholder; or 

(iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged bankrupt or insolvent,
or a receiver or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;

 then, in any such case, the Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor Trustee
for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or, subject to the
provisions of Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may on behalf of himself or herself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper, remove the
Trustee and appoint a successor Trustee. 
 (c) The Holders of a majority in aggregate principal amount of the Securities of
each series at the time Outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor Trustee with respect to the Securities of such series by delivering to the Trustee so removed, to the successor
Trustee so appointed and to the Issuer the evidence provided for in Section 7.1 of the action in that regard taken by such Securityholders. 
 (d) Any resignation or removal of the Trustee with respect to any series and any appointment of a successor Trustee with respect to such series pursuant to any of the provisions of this Section 6.10
shall become effective upon acceptance of appointment by the successor Trustee as provided in Section 6.11. 

Section 6.11 Acceptance of Appointment by Successor Trustee. Any successor Trustee appointed as provided in Section 6.10
shall execute and deliver to the Issuer and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee with respect to all or any applicable series shall become
effective and such successor Trustee, without any further act, deed 

  
 42 









 
or conveyance, shall become vested with all rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as Trustee for
such series hereunder; but, nevertheless, on the written request of the Issuer or of the successor Trustee, upon payment of its charges then unpaid, the Trustee ceasing to act shall, subject to Section 3.3, pay over to the successor Trustee all
moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor Trustee, the Issuer shall execute any and
all instruments in writing for more fully and certainly vesting in and confirming to such successor Trustee all such rights and powers. Any Trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or collected
by such Trustee to secure any amounts then due it pursuant to the provisions of Section 6.6. 
 If a successor Trustee is
appointed with respect to the Securities of one or more (but not all) series, the Issuer, the predecessor Trustee and each successor Trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental
hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the predecessor
Trustee is not retiring shall continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be Trustee of a trust or trusts under separate indentures.

 No successor Trustee with respect to any series of Securities shall accept appointment as provided in this Section 6.11
unless at the time of such acceptance such successor Trustee shall be qualified under Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions of Section 6.9. 

Upon acceptance of appointment by any successor Trustee as provided in this Section 6.11, the Issuer shall give notice thereof
(a) if any Unregistered Securities of a series affected are then Outstanding, to the Holders thereof, by publication of such notice at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in
an Authorized Newspaper in London, (b) if any Unregistered Securities of a series affected are then Outstanding, to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust
Indenture Act of 1939, by mailing such notice to such Holders at such addresses as were so furnished to the Trustee (and the Trustee shall make such information available to the Issuer for such purpose) and (c) if any Registered Securities of a
series affected are then Outstanding, to the Holders thereof, by mailing such notice to such Holders at their addresses as they shall appear on the registry books. If the acceptance of appointment is substantially contemporaneous with the
resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.10. If the Issuer fails to give such notice within ten days after acceptance of appointment by the successor Trustee, the
successor Trustee shall cause such notice to be given at the expense of the Issuer. 

  
 43 









 Section 6.12 Merger, Amalgamation, Conversion, Consolidation or Succession to
Business of Trustee. Any Person into which the Trustee may be merged or amalgamated or converted or with which it may be consolidated, or any Person resulting from any merger, amalgamation, conversion or consolidation to which the Trustee shall
be a party, or any Person succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such Person shall be qualified under Section 310(b) of the Trust
Indenture Act of 1939 and eligible under the provisions of Section 6.9, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 

In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities of any
series shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the
Securities of any series 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 Trustee; and in all such cases such certificate
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; provided, that the right to adopt the certificate of authentication of any predecessor
Trustee or to authenticate Securities of any series in the name of any predecessor Trustee shall apply only to its successor or successors by merger, amalgamation, conversion or consolidation. 

Section 6.13 Preferential Collection of Claims Against the Issuer. The Trustee shall comply with Section 311(a) of the
Trust Indenture Act of 1939, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act of 1939. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act of 1939
to the extent indicated therein. 
 Section 6.14 Appointment of Authenticating Agent. As long as any Securities of a
series remain Outstanding, the Trustee may, by an instrument in writing, appoint with the approval of the Issuer an authenticating agent (the “Authenticating Agent”) which shall be authorized to act on behalf of the Trustee
to authenticate Securities, including Securities issued upon exchange, registration of transfer, partial redemption or pursuant to Section 2.9. Securities of each such series authenticated by such Authenticating Agent shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee. Whenever reference is made in this Indenture to the authentication and delivery of Securities of any series by the Trustee or to the
Trustee’s Certificate of Authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent for such series and a Certificate of Authentication executed on behalf of the
Trustee by such Authenticating Agent. Such Authenticating Agent shall at all times be a Person organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000 (determined as provided in Section 6.9 with respect to the Trustee) and subject to supervision or examination by Federal or State authority. 

  
 44 









 Any Person into which any Authenticating Agent may be merged, amalgamated or converted, or
with which it may be consolidated, or any Person resulting from any merger, amalgamation, conversion or consolidation to which any Authenticating Agent shall be a party, or any Person succeeding to all or substantially all of the corporate agency
business of any Authenticating Agent, shall continue to be the Authenticating Agent with respect to all series of Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of
the Trustee or such Authenticating Agent. Any Authenticating Agent may at any time, and if it shall cease to be eligible shall, resign by giving written notice of resignation to the Trustee and to the Issuer. 

Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 6.14 with respect to one or more series of Securities, the Trustee shall upon receipt of an Issuer Order appoint a successor Authenticating Agent and the Issuer shall provide notice of
such appointment to all Holders of Securities of such series in the manner and to the extent provided in Section 11.4. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers,
duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. The Issuer agrees to pay to the Authenticating Agent for such series from time to time reasonable compensation. The
Authenticating Agent for the Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee. 
 Sections 6.2, 6.3, 6.4, 6.6 and 7.3 shall be applicable to any Authenticating Agent. 
 ARTICLE 7 
 CONCERNING THE SECURITYHOLDERS 

Section 7.1 Evidence of Action Taken by Securityholders. Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by a specified percentage in principal amount of the Securityholders of any or all series may be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such specified percentage of Securityholders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to
the Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections 6.1 and 6.2) conclusive in favor of the Trustee and the Issuer, if made in the
manner provided in this Article. 
 Section 7.2 Proof of Execution of Instruments and of Holding of Securities.
Subject to Sections 6.1 and 6.2, the execution of any instrument by a Securityholder or his or her agent or proxy may be proved in the following manner: 
 (a) The fact and date of the execution by any Holder of any instrument may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of
deeds or administer oaths that the person executing such instruments 

  
 45 









 
acknowledged to him or her the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer. Where such execution is by or on behalf
of any legal entity other than an individual, such certificate or affidavit shall also constitute sufficient proof of the authority of the person executing the same. 
 (b) The fact of the holding by any Holder of an Unregistered Security of any series, and the identifying number of such Security and the date of his or her holding the same, may be proved by the
production of such Security or by a certificate executed by any trust company, bank, banker or recognized securities dealer wherever situated satisfactory to the Trustee, if such certificate shall be deemed by the Trustee to be satisfactory. Each
such certificate shall be dated and shall state that on the date thereof a Security of such series bearing a specified identifying number was deposited with or exhibited to such trust company, bank, banker or recognized securities dealer by the
person named in such certificate. Any such certificate may be issued in respect of one or more Unregistered Securities of one or more series specified therein. The holding by the person named in any such certificate of any Unregistered Securities of
any series specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (i) another certificate bearing a later date issued in respect of the
same Securities shall be produced, (ii) the Securities of such series specified in such certificate shall be produced by some other person, or (iii) the Securities of such series specified in such certificate shall have ceased to be
Outstanding. Subject to Sections 6.1 and 6.2, the fact and date of the execution of any such instrument and the amount and numbers of Securities of any series held by the person so executing such instrument and the amount and numbers of any Security
or Securities for such series may also be proven in accordance with such reasonable rules and regulations as may be prescribed by the Trustee for such series or in any other manner which the Trustee for such series may deem sufficient. 

(c) In the case of Registered Securities, the ownership of such Securities shall be proved by the Security register or by a certificate
of the Security registrar. 
 The Issuer may set a record date for purposes of determining the identity of Holders of Registered
Securities of any series entitled to vote or consent to any action referred to in Section 7.1, which record date may be set at any time or from time to time by notice to the Trustee, for any date or dates (in the case of any adjournment or
reconsideration) not more than 60 days nor less than five days prior to the proposed date of such vote or consent, and thereafter, notwithstanding any other provisions hereof, with respect to Registered Securities of any series, only Holders of
Registered Securities of such series of record on such record date shall be entitled to so vote or give such consent or revoke such vote or consent. 
 Section 7.3 Holders to Be Treated as Owners. The Issuer, the Trustee and any agent of the Issuer or the Trustee may deem and treat the Person in whose name any Security shall be registered
upon the Security register for such series as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on
account of the principal of and, subject to the provisions of this Indenture, interest on such Security and for all other purposes; and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be affected by any notice to
the contrary. The Issuer, the 

  
 46 









 
Trustee and any agent of the Issuer or the Trustee may treat the Holder of any Unregistered Security and the Holder of any Coupon as the absolute owner of such Unregistered Security or Coupon
(whether or not such Unregistered Security or Coupon shall be overdue) for the purpose of receiving payment thereof or on account thereof and for all other purposes and neither the Issuer, the Trustee, nor any agent of the Issuer or the Trustee
shall be affected by any notice to the contrary. All such payments so made to any such Person, or upon his or her order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Unregistered Security or Coupon. 
 Section 7.4 Securities Owned by Issuer Deemed Not
Outstanding. In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the
Issuer or any other obligor on the Securities with respect to which such determination is being made or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor
on the Securities with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any
decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all Securities, if any, known by the Issuer to be owned
or held by or for the account of any of the above-described Persons; and, subject to Sections 6.1 and 6.2, the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact
that all Securities not listed therein are Outstanding for the purpose of any such determination. 
 Section 7.5 Right
of Revocation of Action Taken. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.1, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities of
any or all series, as the case may be, specified in this Indenture in connection with such action, any Holder of a Security the serial number of which is shown by the evidence to be included among the serial numbers of the Securities the Holders of
which have consented to such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by
the Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Security and of any Securities issued in exchange or substitution therefor or on registration of transfer thereof,
irrespective of whether or not any notation in regard thereto is made upon any such Security. Any action taken 

  
 47 









 
by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action shall be
conclusively binding upon the Issuer, the Trustee and the Holders of all the Securities affected by such action. 
 ARTICLE 8

 SUPPLEMENTAL INDENTURES 
 Section 8.1 Supplemental Indentures Without Consent of Securityholders. 

(a) In addition to any supplemental indenture otherwise authorized by this Indenture, the Issuer, when authorized by a resolution of its
Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order), and the Trustee may from time
to time and at any time enter into an indenture or indentures supplemental hereto, which comply with the Trust Indenture Act of 1939, as then in effect, without the consent of the Holders, for one or more of the following purposes: 

(i) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or
assets; 
 (ii) to evidence the succession of another Person to the Issuer, or successive successions, and the assumption by the
successor Person of the covenants, agreements and obligations of the Issuer pursuant to Article 9; 
 (iii) to add to the
covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Securities or Coupons, and to make the occurrence, or the occurrence and
continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in
respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other
defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of
the Securities of such series to waive such an Event of Default; 
 (iv) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any other provisions as the Issuer may deem necessary or
desirable, provided that no such action shall adversely affect the interests of the Holders of the Securities or Coupons in any material manner; 

  
 48 









 (v) to establish the forms or terms of Securities of any series or of the Coupons
appertaining to such Securities as permitted by Sections 2.1 and 2.3; and 
 (vi) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section 6.11. 
 (b) The Trustee is hereby authorized
to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any
property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 

(c) Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of
the Securities at the time outstanding, notwithstanding any of the provisions of Section 8.2. 
 Section 8.2
Supplemental Indentures With Consent of Securityholders. 
 (a) With the consent (evidenced as provided in Article 7) of
the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (voting as one class), the Issuer, when authorized by a resolution of its Board of
Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order), and the Trustee may, from time to time
and at any time, enter into an indenture or indentures supplemental hereto, which comply with the Trust Indenture Act of 1939, as then in effect, 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 Holders of the Securities of each such series or of the Coupons appertaining to such Securities; provided, that no such supplemental
indenture shall extend the final maturity of any then issued Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or change the
time at which any Security may be redeemed, or make the principal thereof (including any amount in respect of original issue discount), or interest thereon payable in any coin or currency other than that provided in such Securities and any Coupons
thereon or in accordance with the terms thereof, or reduce the amount of the principal of a then issued Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 5.1 or the
amount thereof provable in bankruptcy pursuant to Section 5.2, or make any changes in the ranking or priority of any Security that would adversely affect the holders of such Security, or impair or affect the right of any Securityholder to
institute suit for the payment thereof or, if such Securities provide therefor, any right of repayment at the option of the Securityholder, in each 

  
 49 









 
case without the consent of the Holder of each Security so affected, or reduce the percentage in principal amount of then issued Securities of any series, the consent of the Holders of which is
required for any such supplemental indenture, without the consent of the Holders of each Security so affected. 
 (b) A
supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of
Securities of such series, or of Coupons appertaining to such Securities, with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the Coupons
appertaining to such Securities. 
 (c) Upon the request of the Issuer, accompanied by a copy of a resolution of the Board of
Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order) certified by the secretary or an
assistant secretary of the Issuer authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of the Securities as aforesaid and other documents, if any, required by
Section 7.1, the Trustee shall join with the Issuer in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. 
 (d) It shall not be
necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. 

(e) Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section,
the Trustee shall give notice thereof (i) if any Registered Securities of a series affected thereby are then Outstanding, to the Holders thereof by mailing a notice thereof by first-class mail to such Holders at their addresses as they shall
appear on the Security register, (ii) if any Unregistered Securities of a series affected thereby are then Outstanding, to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313 (c)(2) of the
Trust Indenture Act of 1939, by mailing a notice thereof by first-class mail to such Holders at such addresses as were so furnished to the Trustee and (iii) if any Unregistered Securities of a series affected thereby are then Outstanding, to
all Holders thereof, by publication of a notice thereof at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London, and in each case such notice shall set forth
in general terms the substance of such supplemental indenture. Any failure of the Issuer to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. 

Section 8.3 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions
hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this 

  
 50 









 
Indenture of the Trustee, the Issuer and the Holders of Securities of each series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 

Section 8.4 Documents to Be Given to Trustee. The Trustee, subject to the provisions of Sections 6.1 and 6.2, shall be
entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article 8 complies with the applicable
provisions of this Indenture. 
 Section 8.5 Notation on Securities in Respect of Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for such series as to any matter provided for by
such supplemental indenture or as to any action taken by Securityholders. If the Issuer or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series then Outstanding. 

Section 8.6 Conformity with Trust Indenture Act of 1939. Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act of 1939 as then in effect. 
 ARTICLE 9 

CONSOLIDATION, MERGER, AMALGAMATION OR SALE 
 Section 9.1 Issuer May Consolidate, Etc., Only on Certain Terms. The Issuer shall not consolidate with or merge or amalgamate into another Person, or sell or otherwise transfer, other than for
cash, all or substantially all its assets to another Person, in each case unless: 
 (a) either the Issuer is the continuing
Person, or the successor Person (if other than the Issuer) expressly assumes by supplemental indenture the obligations and covenants evidenced by this Indenture and the Securities (in which case, the Issuer will be discharged therefrom); 

(b) immediately thereafter, the Issuer or the successor Person (if other than the Issuer) would not be in default in the performance of
any covenant or condition contained herein; and 

  
 51 









 (c) a specified Officer’s Certificate and an Opinion of Counsel are delivered to the
Trustee, each (i) stating that such consolidation, merger, amalgamation, sale or other transfer, as the case may be, and any supplemental indenture pertaining thereto, comply with Articles 8 and 9, respectively, and (ii) otherwise
complying with Section 11.5 herein. 
 Section 9.2 Successor Substituted for the Issuer. Upon any consolidation
of the Issuer with, or merger or amalgamation of the Issuer into, any other Person or any sale or other transfer of the properties and assets of the Issuer substantially as an entirety in accordance with Section 9.1, the successor Person formed
by such consolidation or into which the Issuer is merged or amalgamated or to which such sale or other transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the
same effect as if such successor Person had been named as the Issuer herein, and thereafter, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. 

ARTICLE 10 

SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS 
 Section 10.1 Termination of Issuer’s Obligations Under the Indenture. 
 (a) This Indenture shall upon an Issuer Order cease to be of further effect with respect to Securities of or within any series and any Coupons appertaining thereto (except as to any surviving rights of
registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for) and the Trustee, at the expense of the Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities and any Coupons appertaining thereto when 
 (i) either 
 (A) all such Securities previously authenticated and
delivered and all Coupons appertaining thereto (other than (1) such Coupons appertaining to Unregistered Securities surrendered in exchange for Registered Securities and maturing after such exchange, surrender of which is not required or has
been waived as provided in Section 2.8, (2) such Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (3) such Coupons appertaining to Unregistered
Securities called for redemption and maturing after the date fixed for redemption thereof, surrender of which has been waived as provided in Section 12.3 and (4) such Securities and Coupons for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust as provided in Section 3.3) have been delivered to the Trustee for cancellation; or 

  
 52 









 (B) all Securities of such series and, in the case of (X) or
(Y) below, all Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (X) have become due and payable, or (Y) will become due and payable within one year, or (Z) if redeemable at the option of the
Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of (X),
(Y) or (Z) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the currency or currencies or currency unit or units in which the Securities of such series are
payable, sufficient to pay and discharge the entire indebtedness on such Securities and such Coupons not theretofore delivered to the Trustee for cancellation, for principal, premium, if any, and interest, with respect thereto, to the date of such
deposit (in the case of Securities which have become due and payable) or maturity date or redemption date, as the case may be; 

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

(iii) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with. 
 (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligation of the Issuer to the Trustee and any predecessor Trustee under Section 6.6, the obligations of the Issuer to any
Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to this Section, the obligations of the Trustee under Section 10.2 and the last paragraph of Section 3.3 shall survive.

 Section 10.2 Application of Trust Funds. Subject to the provisions of the last paragraph of Section 3.3, all
money deposited with the Trustee pursuant to Section 10.1 shall be held in trust and applied by it, in accordance with the provisions of the Securities, the Coupons and this Indenture, to the payment, either directly or through any paying agent
(including the Issuer acting as its own paying agent) as the Trustee may determine, to the Persons entitled thereto of the principal, premium, if any and any interest for whose payment such money has been deposited with or received by the Trustee,
but such money need not be segregated from other funds except to the extent required by law. 
 Section 10.3
Applicability of Defeasance Provisions; Issuer’s Option to Effect Legal Defeasance or Covenant Defeasance. If pursuant to Section 2.3 provision is made for either or both of (a) legal defeasance of the Securities of or within a
series under Section 10.4 or (b) covenant defeasance of the Securities of or within a series under Section 10.5, then the provisions of such Section or Sections, as the case may be, together with the provisions of Sections 10.6
through 10.9 inclusive, with such modifications thereto as may be specified pursuant to Section 2.3 with respect to any Securities, shall be applicable to such Securities and any Coupons appertaining thereto, and the Issuer may at its option by
or pursuant to Board Resolution, at any time, with 

  
 53 









 
respect to such Securities and any Coupons appertaining thereto, elect to have Section 10.4 (if applicable) or Section 10.5 (if applicable) be applied to such Outstanding Securities and
any Coupons appertaining thereto upon compliance with the conditions set forth below in this Article. 
 Section 10.4
Legal Defeasance. Upon the Issuer’s exercise of the option specified in Section 10.3 applicable to this Section with respect to the Securities of or within a series, the Issuer shall be deemed to have been discharged from its
obligations with respect to such Securities and any Coupons appertaining thereto on and after the date the conditions set forth in Section 10.6 are satisfied (hereinafter “legal defeasance”). For this purpose, such legal
defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the
purposes of Section 10.7 and the other Sections of this Indenture referred to in clause (b) of this Section, and to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto and this Indenture
insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, at the expense of the Issuer, shall on an Issuer Order execute proper instruments acknowledging the same), except the following which shall survive until
otherwise terminated or discharged hereunder: (a) the rights of Holders of such Securities and any Coupons appertaining thereto to receive, solely from the trust funds described in Section 10.6(a) and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities or any Coupons appertaining thereto when such payments are due; (b) the Issuer’s obligations with respect to such Securities under
Sections 2.8, 2.9, 3.2 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (d) this Article 10. Subject to compliance with this Article 10, the Issuer may exercise its option under this Section notwithstanding the prior exercise of its option under Section 10.5 with respect to such
Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default. 
 Section 10.5 Covenant Defeasance. Upon the Issuer’s exercise of the option specified in Section 10.3 applicable to this Section with respect to any Securities of or within a series,
the Issuer shall be released from its obligations under Section 9.1 and 3.5 and, if specified pursuant to Section 2.3, its obligations under any other covenant or Event of Default with respect to such Securities and any Coupons
appertaining thereto on and after the date the conditions set forth in Section 10.6 are satisfied (hereinafter, “covenant defeasance”), and such Securities and any Coupons appertaining thereto shall thereafter be deemed
to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with Sections 9.1 and 3.5 or such other covenant or Event of Default, but shall
continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Securities and any Coupons appertaining thereto, the Issuer may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in any such Section or such other covenant or Event of Default, whether 

  
 54 









 
directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or Event of Default or by reason of reference in any such Section or such other
covenant or Event of Default to any other provision herein or in any other document and such omission to comply shall not constitute a default or an Event of Default under Section 5.1(d) or (h) or otherwise, as the case may be, but, except
as specified above, the remainder of this Indenture and such Securities and any Coupons appertaining thereto shall be unaffected thereby. 
 Section 10.6 Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 10.4 or Section 10.5 to any Securities of or
within a series and any Coupons appertaining thereto: 
 (a) The Issuer shall have deposited or caused to be deposited
irrevocably with the Trustee (or another Trustee satisfying the requirements of Section 6.9 who shall agree to comply with, and shall be entitled to the benefits of, the provisions of Sections 10.3 through 10.9 inclusive and the last paragraph
of Section 3.3 applicable to the Trustee, for purposes of such Sections also a “Trustee”) as trust funds in trust for the purpose of making the payments referred to in clauses (X) and (Y) of this Section 10.6(a),
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any Coupons appertaining thereto, with instructions to the Trustee as to the application thereof, (i) money in an amount (in such
currency, currencies or currency unit or units in which such Securities and any Coupons appertaining thereto are then specified as payable at maturity), (ii) U.S. Government Obligations which through the payment of interest and principal in
respect thereof in accordance with their terms will provide, without reinvestment, not later than one day before the due date of any payment referred to in clause (X) or (Y) of this Section 10.6(a), money in an amount or (iii) a
combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants (or if such firms no longer routinely deliver such opinions, the chief financial officer of the Issuer) expressed
in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, (X) the principal of, premium, if any, and interest, if any, on Securities and any Coupons
appertaining thereto on the maturity of such principal or installment of principal or interest and (Y) any mandatory sinking fund payments applicable to such Securities on the day on which such payments are due and payable in accordance with
the terms of this Indenture and such Securities and any Coupons appertaining thereto. Before such a deposit the Issuer may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date or dates in accordance with
Article 12 which shall be given effect in applying the foregoing. 
 (b) Such defeasance or covenant defeasance shall not result
in a breach or violation of, or constitute a default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Issuer is a party or by
which it is bound. 
 (c) In the case of an election under Section 10.4, the Issuer shall have delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel to the effect that (i) the Issuer 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 shall confirm that, the 

  
 55 









 
Holders of such Securities and any Coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such legal defeasance 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 and legal defeasance had not occurred. 
 (d) In the case of an election under Section 10.5, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities and any Coupons appertaining
thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant 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 covenant defeasance had not occurred. 
 (e) The Issuer shall have delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that all conditions precedent to the legal defeasance under Section 10.4 or the covenant defeasance under Section 10.5 (as the case may be), including those contained in this
Section 10.6, have been complied with. 
 (f) This Issuer shall have delivered to the Trustee an Officer’s Certificate
to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. 

(g) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any
other Securities shall have occurred and be continuing at the time of such deposit. 
 (h) Such defeasance or covenant
defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940 unless such trust shall be registered under such Act or exempt from registration
thereunder. 
 (i) Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute
terms, conditions or limitations which may be imposed on the Issuer in connection therewith as contemplated by Section 2.3. 
 Section 10.7 Deposited Money and U.S. Government Obligations to be Held in Trust. Subject to the provisions of the last paragraph of Section 3.3, all money and U.S. Government Obligations
(or other property as may be provided pursuant to Section 2.3) (including the proceeds thereof) deposited with the Trustee pursuant to Section 10.6 in respect of any Securities of any series and any Coupons appertaining thereto shall be
held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any Coupons appertaining thereto and this Indenture, to the payment, either directly or through any paying agent (including the Issuer acting as its
own paying agent) as the Trustee may determine, to the Holders of such Securities and any Coupons appertaining thereto of all sums due and to become due thereon in respect of principal, premium, if any, and interest, if any, but such money need not
be segregated from other funds except to the extent required by law. 

  
 56 









 Section 10.8 Repayment to Issuer. The Trustee (any paying agent) shall promptly
pay to the Issuer upon Issuer Order any excess money or securities held by them at any time. 
 Section 10.9 Indemnity
For U.S. Government Obligations. The Issuer shall pay, and shall indemnify the Trustee against, any tax, fee or other charge imposed on or assessed against U.S. Government Obligations deposited pursuant to this Article or the principal and
interest and any other amount received on such U.S. Government Obligations. 
 Section 10.10 Reimbursement. If the
Trustee or the paying agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or government authority enjoining, restraining or otherwise prohibiting such
application, then the obligations under this Indenture and such Securities from which the Issuer has been discharged or released pursuant to Section 10.4 or 10.5 shall be revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or paying agent is permitted to apply all money held in trust pursuant to Section 10.7 with respect to such Securities in accordance with this Article; provided, however,
that if the Issuer makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Issuer shall be subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust. 
 ARTICLE 11 

MISCELLANEOUS PROVISIONS 
 Section 11.1 Incorporators, Shareholders, Officers and Directors of Issuer Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this
Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future shareholder, officer or director, as such, of the Issuer or of any successor,
either directly or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities and the Coupons appertaining thereto by the Holders thereof and as part of the consideration for the issue of the Securities and the Coupons appertaining thereto. 

Section 11.2 Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities and Coupons. Nothing in this
Indenture, in the Securities or in the Coupons appertaining thereto, expressed or implied, shall give or be construed to give to any Person, other than the parties hereto and their successors and the Holders of the Securities or Coupons, if any, any
legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the
Securities or Coupons, if any. 

  
 57 









 Section 11.3 Successors and Assigns of Issuer Bound by Indenture. All the
covenants, stipulations, promises and agreements in this Indenture contained by or in behalf of the Issuer shall bind its successors and assigns, whether so expressed or not. 
 Section 11.4 Notices and Demands on Issuer, Trustee and Holders of Securities and Coupons. Any notice or demand which by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the Holders of Securities or Coupons to or on the Issuer shall be in writing (which may be by facsimile) and may be given or served by being deposited postage prepaid, first-class mail (except as otherwise specifically
provided herein) addressed (until another address of the Issuer is filed by the Issuer with the Trustee) to Greenlight Capital Re, Ltd., 802 West Bay Road, The Grand Pavilion, PO Box 31110, Grand Cayman, Cayman Islands, KY1-1205, Attn: Secretary.
Any notice, direction, request or demand by the Issuer or any Holder of Securities or Coupons to or upon the Trustee shall be deemed to have been sufficiently given or served by being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Trustee is filed by the Trustee with the Issuer) to Computershare Trust Company, N.A., 350 Indiana St., Suite 750, Golden, Colorado 80401, Attn: John M. Wahl. 

Where this Indenture provides for notice to Holders of Registered Securities, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder entitled thereto, at his or her last address as it appears in the Security register. In any case where notice to such Holders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such waiver. 
 In case, by reason of the suspension of
or irregularities in regular mail service, it shall be impracticable to mail notice to the Issuer when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be reasonably
satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice. 
 Section 11.5 Officer’s
Certificates and Opinions of Counsel; Statements to Be Contained Therein. Upon any application or demand by the Issuer to the Trustee to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an
Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions
precedent have been complied with, except that in the case of 

  
 58 









 
any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished. 
 Each certificate or opinion provided for in this Indenture and delivered
to the Trustee 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 person, he or she has made such
examination or investigation as is necessary to enable him or her 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. 
 Any certificate, statement or opinion of an officer of the Issuer may be
based, insofar as it relates to legal matters, upon an Officer’s Certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or
her Officer’s Certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any Officer’s Certificate, statement or Opinion of Counsel may be
based, insofar as it relates to factual matters, information with respect to which is in the possession of the Issuer, upon the Officer’s Certificate, statement or opinion of or representations by an officer or officers of the Issuer, unless
such counsel actually knows that the Officer’s Certificate, statement or opinion or representations with respect to the matters upon which his or her certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise
of reasonable care should know that the same are erroneous. 
 Any certificate, statement or opinion of an officer of the Issuer
or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as the case may be,
knows that the certificate or opinion or representations with respect to the accounting matters upon which his or her certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that
the same are erroneous. 
 Any certificate or opinion of any independent firm of public accountants filed with and directed to
the Trustee shall contain a statement that such firm is independent. 
 Section 11.6 Payments Due on Saturdays, Sundays
and Holidays. If the date of maturity of interest on or principal of the Securities of any series or any Coupons appertaining thereto or the date fixed for redemption or repayment of any such Security or Coupon shall not be a Business Day, then
payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for
the period after such date. 

  
 59 









 Section 11.7 Conflict of Any Provision of Indenture with Trust Indenture Act of
1939. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties required or deemed to be included by, or with another provision (an “incorporated provision”) included in this
Indenture by operation of, Sections 310 to 318, inclusive, of the Trust Indenture Act of 1939, such required or deemed to be included duties or incorporated provision shall control. 

Section 11.8 New York Law to Govern; Waiver of Jury Trial. This Indenture and each Security and Coupon shall be deemed to be
a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law. 

EACH OF THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 
 Section 11.9 Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the
same instrument. 
 Section 11.10 Effect of Headings. The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof. 
 Section 11.11 Securities in a Foreign
Currency or in ECU. Unless otherwise specified in an Officer’s Certificate delivered pursuant to Section 2.3 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. For purposes of this Section 11.11, the “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 Communities (or any successor thereto) as published in the Official
Journal of the European Communities (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 

  
 60 









 
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, which for purposes of the ECU shall be Brussels, Belgium, or such other quotations or, in the case of ECU, rates of exchange as the Trustee 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 a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture including without limitation any
determination contemplated in Section 5.1(g). 
 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 Issuer and all Holders. 
 Section 11.12 Judgment Currency. The Issuer 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 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 Business Day, then, to the extent permitted by applicable law, 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 Business 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, or 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 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. 
 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 Issuer and all Holders. 
 Section 11.13 Separability Clause. If any provision of this Indenture or of the Securities, or the application of any such provision to any Person or circumstance, shall be held to be invalid,
illegal or unenforceable, the remainder of this Indenture or of the Securities, or the application of such provision to Persons or circumstances other than those as to whom or which it is invalid, illegal or unenforceable, shall not in any way be
affected or impaired thereby. 

  
 61 









 ARTICLE 12 
 REDEMPTION OF SECURITIES AND SINKING FUNDS 
 Section 12.1 Applicability of
Article. The provisions of this Article shall be applicable to the Securities of any series which are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 2.3 for Securities of such series. 
 Section 12.2 Notice of Redemption; Partial
Redemptions. Notice of redemption to the Holders of Registered Securities of any series to be redeemed as a whole or in part at the option of the Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, at
least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Securities of such series at their last addresses as they shall appear upon the registry books. Notice of redemption to the Holders of Unregistered
Securities to be redeemed as a whole or in part, who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 shall be given at the Issuer’s expense by mailing notice of such
redemption, by first class mail, postage prepaid, at least 30 days and not more than 60 prior to the date fixed for redemption, to such Holders at such addresses as were so furnished to the Trustee (and, in the case of any such notice given by the
Issuer, the Trustee shall make such information available to the Issuer for such purpose). Notice of redemption to all other Holders of Unregistered Securities shall be published in an Authorized Newspaper in the Borough of Manhattan, The City of
New York, and in an Authorized Newspaper in London, in each case, once in each of three successive calendar weeks, the first publication to be not less than 30 nor more than 60 days prior to the date fixed for redemption. Any notice which is mailed
in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Security of a series designated for
redemption as a whole or in part, shall not affect the validity of the proceedings for the redemption of any other Security of such series. 
 The notice of redemption to each such Holder shall identify the securities to be redeemed (including CUSIP numbers), shall specify the principal amount of each Security of such series held by such Holder
to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment, that payment will be made upon presentation and surrender of such Securities and, in the case of Securities with Coupons attached thereto, of all
Coupons appertaining thereto maturing after the date fixed for redemption, that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption will be paid
as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. In case any Security of a series is to be redeemed in part only the notice of redemption shall state the
portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion
thereof will be issued. 

  
 62 









 The notice of redemption of Securities of any series to be redeemed at the option of the
Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer in a form provided by the Issuer. 
 On or before 10:00 a.m., New York City time, the redemption date specified in the notice of redemption given as provided in this Section, the Issuer will deposit with the Trustee or with one or more
paying agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.3) an amount of money sufficient to redeem on the redemption date all the Securities of such series so called
for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. The Issuer will deliver to the Trustee at least 75 days prior to the date fixed for redemption an Officer’s Certificate stating
the aggregate principal amount of Securities to be redeemed. In case of a redemption at the election of the Issuer prior to the expiration of any restriction on such redemption, the Issuer shall deliver to the Trustee, prior to the giving of any
notice of redemption to Holders pursuant to this Section, an Officer’s Certificate stating that such restriction has been complied with. 
 If less than all the Securities of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, Securities of such Series to be redeemed in whole or in
part. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Securities of such series or any multiple thereof. The Trustee shall promptly notify the Issuer in writing of the Securities of such series
selected for redemption and, in the case of any Securities of such series selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities of any series shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed. 

Section 12.3 Payment of Securities Called for Redemption. If notice of redemption has been given as above provided, the
Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and on
and after said date (unless the Issuer shall default in the payment of such Securities at the redemption price, together with interest accrued to said date) interest on the Securities or portions of Securities so called for redemption shall cease to
accrue, and the unmatured Coupons, if any, appertaining thereto shall be void, and, except as provided in Sections 3.3 and 6.5, such Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under
this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Securities
at a place of payment specified in said notice, together with all Coupons, if any, appertaining thereto maturing after the date fixed for redemption, said Securities or the specified portions thereof shall be paid and redeemed by the Issuer at the
applicable redemption price, together with 

  
 63 









 
interest accrued thereon to the date fixed for redemption; provided that payment of interest becoming due on or prior to the date fixed for redemption shall be payable in the case of Securities
with Coupons attached thereto, to the Holders of the Coupons for such interest upon surrender thereof, and in the case of Registered Securities, to the Holders of such Registered Securities registered as such on the relevant record date subject to
the terms and provisions of Sections 2.3 and 2.7 hereof. 
 If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by such
Security. 
 If any Security with Coupons attached thereto is surrendered for redemption and is not accompanied by all
appurtenant Coupons maturing after the date fixed for redemption, such Security may be redeemed after deducting from the redemption price any amount equal to the face amount of all such missing Coupons, or the surrender of such missing Coupon or
Coupons may be waived by the Issuer and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter the Holder of such Security shall surrender to the
Trustee or any paying agent any such missing Coupon in respect of which a deduction shall have been made from the redemption price, such Holder shall be entitled to receive the amount so deducted; provided, however, that interest represented by
Coupons shall be payable as provided in Section 2.9 and, unless otherwise specified as contemplated by Section 2.3, only upon presentation and surrender of those Coupons. 

Upon presentation of any Security redeemed in part only, the Issuer shall execute and the Trustee shall authenticate and deliver to or on
the order of the Holder thereof, at the expense of the Issuer, a new Security or Securities of such series, of authorized denominations, in principal amount equal to the unredeemed portion of the Security so presented. 

Section 12.4 Exclusion of Certain Securities from Eligibility for Selection for Redemption. Securities shall be excluded from
eligibility for selection for redemption if they are identified by registration and certificate number in an Officer’s Certificate delivered to the Trustee at least 40 days prior to the last date on which notice of redemption may be given as
being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b) an entity specifically identified in such written statement as directly or indirectly controlling or controlled by or under direct
or indirect common control with the Issuer. 
 Section 12.5 Mandatory and Optional Sinking Funds. 

(a) 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 payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment.” The date on which a sinking
fund payment is to be made is herein referred to as the “sinking fund payment date.” 

  
 64 









 (b) In lieu of making all or any part of any mandatory sinking fund payment with respect to
any series of Securities in cash, the Issuer may at its option (i) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the mandatory sinking fund) by the Issuer or
receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant to Section 2.10, (ii) receive
credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (iii) receive credit for Securities of such series (not previously so credited) redeemed by the Issuer through any optional redemption
provision contained in the terms of such series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. 

(c) On or before the 60th day next preceding each sinking fund payment date for any series, the Issuer will deliver to the Trustee an
Officer’s Certificate (which need not contain the statements required by Section 11.5) (i) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of
Securities of such series and the basis for such credit, (ii) stating that none of the Securities of such series has theretofore been so credited, (iii) stating that no defaults in the payment of interest or Events of Default with respect
to such series have occurred (which have not been waived or cured) and are continuing and (iv) stating whether or not the Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so,
specifying the amount of such optional sinking fund payment which the Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order
for the Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with such Officer’s Certificate (or
reasonably promptly thereafter if acceptable to the Trustee). Such Officer’s Certificate shall be irrevocable and upon its receipt by the Trustee the Issuer shall become unconditionally obligated to make all the cash payments or payments
therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Issuer, on or before any such 60th day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not
constitute a default but shall constitute, on and as of such date, the irrevocable election of the Issuer (A) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in
cash without the option to deliver or credit Securities of such series in respect thereof and (B) that the Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. 

(d) If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund
payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or the equivalent thereof in any Foreign Currency or ECU) or a lesser sum in Dollars (or the equivalent thereof in any Foreign Currency or
ECU) if the Issuer shall so request with respect to the Securities of any particular series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption
price together with 

  
 65 









 
accrued interest to the date fixed for redemption. If such amount shall be $50,000 (or the equivalent thereof in any Foreign Currency or ECU) or less and the Issuer makes no such request then it
shall be carried over until a sum in excess of $50,000 (or the equivalent thereof in any Foreign Currency or ECU) is available. The Trustee shall select, in the manner provided in Section 12.2, for redemption on such sinking fund payment date a
sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Issuer) inform the Issuer of the serial numbers of the Securities of such series (or portions thereof) so
selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officer’s Certificate delivered to the Trustee at least 60 days prior to the sinking
fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (i) the Issuer or (ii) an entity specifically identified in such Officer’s Certificate as directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer. The Trustee, in the name and at the expense of the Issuer (or the Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of
such series to be given in substantially the manner provided in Section 12.2 (and with the effect provided in Section 12.3) for the redemption of Securities of such series in part at the option of the Issuer. The amount of any sinking fund
payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this
Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such
series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the principal of, and interest on, the Securities of such series at maturity. 

(e) On or before each sinking fund payment date, the Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment
of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. 
 (f) The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or give any notice of redemption of Securities for such series by operation of the sinking fund
during the continuance of a default in payment of interest on such Securities or of any Event of Default except that, where the giving of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to
be redeemed such Securities, provided that it shall have received from the Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such default or Event of Default shall
occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such default or Event of Default, be deemed to have been collected under Article 5 and held for the payment of all such Securities. In case such Event of
Default shall have been waived as provided in Section 5.10 or the default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund
payment date in accordance with this Section to the redemption of such Securities. 
 [signature page follows] 


  
 66 









 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of
[                    ]. 
  

			
	GREENLIGHT CAPITAL RE, LTD.
		
	By:	 	 


 
			
	Name:	 	 


 
			
	Title:	 	 


  

			
	 COMPUTERSHARE TRUST COMPANY, N.A.,
 as Trustee

		
	By:	 	 


 
			
	Name:	 	 


 
			
	Title:	 	 



  
 67