EX-4.1





 Exhibit 4.1 
  

 
  

SERVICENOW, INC. 
 And

 WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Trustee 
 INDENTURE

 Dated as of August 11, 2020 

SENIOR DEBT SECURITIES 
  

 
  

 












 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE 1
	  

	
	 DEFINITIONS AND INCORPORATION BY REFERENCE
	  

			
	 1.1
	 	 DEFINITIONS
	  	 	1	 
	 1.2
	 	 OTHER DEFINITIONS
	  	 	5	 
	 1.3
	 	 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT
	  	 	6	 
	 1.4
	 	 RULES OF CONSTRUCTION
	  	 	6	 
	
	 ARTICLE 2
	  

	
	 THE SECURITIES
	  

			
	 2.1
	 	 ISSUABLE IN SERIES
	  	 	7	 
	 2.2
	 	 ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES
	  	 	7	 
	 2.3
	 	 EXECUTION AND AUTHENTICATION
	  	 	9	 
	 2.4
	 	 REGISTRAR AND PAYING AGENT
	  	 	11	 
	 2.5
	 	 PAYING AGENT TO HOLD ASSETS IN TRUST
	  	 	12	 
	 2.6
	 	 SECURITYHOLDER LISTS
	  	 	12	 
	 2.7
	 	 TRANSFER AND EXCHANGE
	  	 	12	 
	 2.8
	 	 REPLACEMENT SECURITIES
	  	 	13	 
	 2.9
	 	 OUTSTANDING SECURITIES
	  	 	14	 
	 2.10
	 	 WHEN TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’ ACTION
	  	 	14	 
	 2.11
	 	 TEMPORARY SECURITIES
	  	 	14	 
	 2.12
	 	 CANCELLATION
	  	 	15	 
	 2.13
	 	 PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST
	  	 	15	 
	 2.14
	 	 CUSIP NUMBER
	  	 	15	 
	 2.15
	 	 PROVISIONS FOR GLOBAL SECURITIES
	  	 	16	 
	 2.16
	 	 PERSONS DEEMED OWNERS
	  	 	17	 
	
	 ARTICLE 3
	  

	
	 REDEMPTION
	  

			
	 3.1
	 	 NOTICES TO TRUSTEE
	  	 	17	 
	 3.2
	 	 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED
	  	 	18	 
	 3.3
	 	 NOTICE OF REDEMPTION
	  	 	18	 
	 3.4
	 	 EFFECT OF NOTICE OF REDEMPTION
	  	 	19	 
	 3.5
	 	 DEPOSIT OF REDEMPTION PRICE
	  	 	19	 
	 3.6
	 	 SECURITIES REDEEMED IN PART
	  	 	20	 














							
	
	 ARTICLE 4
	  

	
	 COVENANTS
	  

			
	 4.1
	 	 PAYMENT OF SECURITIES
	  	 	20	 
	 4.2
	 	 SEC REPORTS
	  	 	20	 
	 4.3
	 	 WAIVER OF STAY, EXTENSION OR USURY LAWS
	  	 	21	 
	 4.4
	 	 COMPLIANCE CERTIFICATE
	  	 	21	 
	 4.5
	 	 CORPORATE EXISTENCE
	  	 	22	 
	
	 ARTICLE 5
	  

	
	 SUCCESSOR CORPORATION
	  

			
	 5.1
	 	 LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS
	  	 	22	 
	 5.2
	 	 SUCCESSOR PERSON SUBSTITUTED
	  	 	23	 
	
	 ARTICLE 6
	  

	
	 DEFAULTS AND REMEDIES
	  

			
	 6.1
	 	 EVENTS OF DEFAULT
	  	 	23	 
	 6.2
	 	 ACCELERATION
	  	 	24	 
	 6.3
	 	 REMEDIES
	  	 	25	 
	 6.4
	 	 WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT
	  	 	25	 
	 6.5
	 	 CONTROL BY MAJORITY
	  	 	25	 
	 6.6
	 	 LIMITATION ON SUITS
	  	 	25	 
	 6.7
	 	 RIGHTS OF HOLDERS TO RECEIVE PAYMENT
	  	 	26	 
	 6.8
	 	 COLLECTION SUIT BY TRUSTEE
	  	 	26	 
	 6.9
	 	 TRUSTEE MAY FILE PROOFS OF CLAIM
	  	 	26	 
	 6.10
	 	 PRIORITIES
	  	 	27	 
	 6.11
	 	 UNDERTAKING FOR COSTS
	  	 	27	 
	
	 ARTICLE 7
	  

	
	 TRUSTEE
	  

			
	 7.1
	 	 DUTIES OF TRUSTEE
	  	 	28	 
	 7.2
	 	 RIGHTS OF TRUSTEE
	  	 	29	 
	 7.3
	 	 INDIVIDUAL RIGHTS OF TRUSTEE
	  	 	31	 
	 7.4
	 	 TRUSTEE’S DISCLAIMER
	  	 	31	 
	 7.5
	 	 NOTICE OF DEFAULT
	  	 	31	 
	 7.6
	 	 REPORTS BY TRUSTEE TO HOLDERS
	  	 	32	 
	 7.7
	 	 COMPENSATION AND INDEMNITY
	  	 	32	 
	 7.8
	 	 REPLACEMENT OF TRUSTEE
	  	 	33	 


  
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	 7.9
	 	 SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION
	  	 	34	 
	 7.10
	 	 ELIGIBILITY; DISQUALIFICATION
	  	 	34	 
	 7.11
	 	 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY
	  	 	34	 
	 7.12
	 	 PAYING AGENTS
	  	 	35	 
	
	 ARTICLE 8
	  

	
	 AMENDMENTS, SUPPLEMENTS AND WAIVERS
	  

			
	 8.1
	 	 WITHOUT CONSENT OF HOLDERS
	  	 	35	 
	 8.2
	 	 WITH CONSENT OF HOLDERS
	  	 	36	 
	 8.3
	 	 COMPLIANCE WITH TRUST INDENTURE ACT
	  	 	37	 
	 8.4
	 	 REVOCATION AND EFFECT OF CONSENTS
	  	 	37	 
	 8.5
	 	 NOTATION ON OR EXCHANGE OF SECURITIES
	  	 	38	 
	 8.6
	 	 TRUSTEE TO SIGN AMENDMENTS, ETC.
	  	 	38	 
	
	 ARTICLE 9
	  

	
	 DISCHARGE OF INDENTURE; DEFEASANCE
	  

			
	 9.1
	 	 DISCHARGE OF INDENTURE
	  	 	38	 
	 9.2
	 	 LEGAL DEFEASANCE
	  	 	39	 
	 9.3
	 	 COVENANT DEFEASANCE
	  	 	39	 
	 9.4
	 	 CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE
	  	 	39	 
	 9.5
	 	 DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER
MISCELLANEOUS PROVISIONS
	  	 	41	 
	 9.6
	 	 REINSTATEMENT
	  	 	42	 
	 9.7
	 	 MONEYS HELD BY PAYING AGENT
	  	 	42	 
	 9.8
	 	 MONEYS HELD BY TRUSTEE
	  	 	42	 
	
	 ARTICLE 10
	  

	
	 MISCELLANEOUS
	  

			
	 10.1
	 	 TRUST INDENTURE ACT CONTROLS
	  	 	42	 
	 10.2
	 	 NOTICES
	  	 	43	 
	 10.3
	 	 COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS
	  	 	44	 
	 10.4
	 	 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT
	  	 	44	 
	 10.5
	 	 STATEMENT REQUIRED IN CERTIFICATE AND OPINION
	  	 	44	 
	 10.6
	 	 RULES BY TRUSTEE AND AGENTS
	  	 	45	 
	 10.7
	 	 BUSINESS DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT
	  	 	45	 
	 10.8
	 	 GOVERNING LAW
	  	 	45	 
	 10.9
	 	 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS
	  	 	45	 
	 10.10
	 	 NO RECOURSE AGAINST OTHERS
	  	 	45	 


  
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	 10.11
	 	 SUCCESSORS
	  	 	45	 
	 10.12
	 	 MULTIPLE COUNTERPARTS
	  	 	46	 
	 10.13
	 	 TABLE OF CONTENTS, HEADINGS, ETC.
	  	 	46	 
	 10.14
	 	 SEVERABILITY
	  	 	46	 
	 10.15
	 	 WAIVER OF JURY TRIAL
	  	 	46	 
	 10.16
	 	 SUBMISSION TO JURISDICTION
	  	 	46	 
	 10.17
	 	 USA PATRIOT ACT
	  	 	46	 
	 10.18
	 	 FORCE MAJEURE
	  	 	47	 


  
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 CROSS-REFERENCE TABLE 

 

			
	TIA SECTION	  	INDENTURE SECTION
	 310(a)(1)(2)(5)
	  	7.10
	 310(a)(3)(4)
	  	Inapplicable
	 310(b)
	  	7.8; 7.10
	 310(c)
	  	Inapplicable
	 311(a)(b)
	  	7.11
	 311(c)
	  	Inapplicable
	 312(a)
	  	2.6
	 312(b)(c)
	  	10.3
	 313(a)(b)
	  	7.6
	 313(c)
	  	7.6; 10.2
	 313(d)
	  	7.6
	 314(a)
	  	4.2; 4.4; 10.2
	 314(b)
	  	N/A
	 314(c)(1)(2)
	  	10.4; 10.5
	 314(c)(3)
	  	Inapplicable
	 314(d)
	  	Inapplicable
	 314(e)
	  	10.5
	 314(f)
	  	Inapplicable
	 315(a)
	  	7.1, 7.2
	 315(b)
	  	7.5; 10.2
	 315(c)
	  	7.1
	 315(d)
	  	7.1; 7.2
	 315(e)
	  	6.11
	 316(a)(last sentence)
	  	2.10
	 316(a)(1)(A)
	  	6.5
	 316(a)(1)(B)
	  	6.4
	 316(a)(2)
	  	8.2
	 316(b)
	  	6.7
	 316(c)
	  	8.4
	 317(a)(1)
	  	6.8
	 317(a)(2)
	  	6.9
	 317(b)
	  	2.5; 7.12
	 318(a)
	  	10.1

  
 Note: This
Cross-Reference Table shall not, for any purpose, be deemed to be a part of the Indenture. 

  
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 INDENTURE, dated as of August 11, 2020, by and between ServiceNow, Inc., a Delaware
corporation, as issuer (the “Company”) and Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States, as Trustee (the “Trustee”). 

RECITALS OF THE COMPANY 

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures,
notes or other evidences of indebtedness to be issued in one or more series (the “Securities”), as herein provided, up to such principal amount as may from time to time be authorized in or pursuant to one or more resolutions of the Board
of Directors or by supplemental indenture. 
 All things necessary to make this Indenture a valid agreement of the Company in accordance
with its terms have been done, and the execution and delivery thereof have been in all respects duly authorized by the parties hereto. 

NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities of a Series thereof, as follows: 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 

1.1 DEFINITIONS. 

“Affiliate” of any specified Person means any other Person which, directly or indirectly through one or more intermediaries,
controls, or is controlled by or is under common control with, such specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and
“under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of
voting securities, by agreement or otherwise. 
 “Agent” means any Registrar, Paying Agent,
co-registrar or agent for service of notices and demands. 
 “Board of Directors” means
the Board of Directors of the Company or any committee duly authorized to act therefor. 
 “Board Resolution” means a copy of a
resolution certified pursuant to an Officer’s Certificate to have been duly adopted by the Board of Directors of the Company and to be in full force and effect on the date of such certification which has been delivered to the Trustee. 












 “Capital Stock” means, with respect to any Person, any and all shares or other
equivalents (however designated) of capital stock, partnership interests or any other participation, right or other interest in the nature of an equity interest in such Person or any option, warrant or other security convertible into any of the
foregoing. 
 “Company” means the party named as such in the first paragraph of this Indenture until a successor replaces such
party pursuant to Article 5 of this Indenture, and thereafter means the successor and any other primary obligor on the Securities. 

“Company Order” means a written order signed in the name of the Company by an Officer. 

“Company Request” means any written request signed in the name of the Company by its Chief Executive Officer, its President, any
Vice President of Finance, its Chief Financial Officer, its Chief Accounting Officer or its Treasurer and attested to by its Secretary or any Assistant Secretary. 

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business, in respect of
this Indenture shall be principally administered, which office at the date hereof is located at 600 South Fourth Street, Minneapolis, MN 55415, Attention: Corporate Trust Services – ServiceNow Administrator, and, for Agent services, such office
shall also mean the office or agency of the Trustee located, as of the date of this Indenture, at Corporate Trust Operations, MAC N9300-070, 600 South Fourth Street, Minneapolis, MN 55415, or such other
address as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated 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 Company). 
 “Default” means any event that is, or that with the passing of time or giving of notice
or both would be, an Event of Default. 
 “Depository” means, with respect to the Securities of any Series issuable or issued in
whole or in part in the form of one or more Global Securities, the Person designated as Depository for such Series by the Company, which Depository shall be a clearing agency registered under the Exchange Act, until a successor Depository shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter “Depository” shall mean each Person who is then a Depository hereunder, and if at any time there is more than one such Person, such Persons. 

“Dollars” means the currency of the United States of America. 

“Euro” means the single currency of participating member states of the economic and monetary union as contemplated in the Treaty on
European Union. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Foreign Currency” means any currency or currency unit issued by a government other than the government of the United States of
America. 

  
 2 













 “Foreign Government Obligations” means, with respect to Securities that are
denominated in a Foreign Currency, (i) direct obligations of the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by, or acting as an agency or instrumentality of, such government, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case under clauses
(i) and (ii), are not callable or redeemable at the option of the issuer thereof. 
 “GAAP” means generally accepted
accounting principles consistently applied as in effect in the United States of America from time to time. 
 “Global Security” or
“Global Securities” means a Security or Securities, as the case may be, in the form established pursuant to Section 2.2, evidencing all or part of a Series of Securities issued to the Depository for such Series or its nominee, and
registered in the name of such Depository or nominee, and bearing the legend set forth in Section 2.15(c) (or such other legend(s) as may be applied to such Securities in accordance with Section 2.2(24)). 

“Holder” or “Securityholder” means the Person in whose name a Security is registered on the Registrar’s books. 

“indebtedness” means (without duplication), with respect to any Person, any indebtedness at any time outstanding, secured or
unsecured, contingent or otherwise, which is for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), or evidenced by bonds, notes, debentures or similar instruments,
or representing the balance deferred and unpaid of the purchase price of any property (excluding any balances that constitute accounts payable or trade payables, deferred revenue and other accrued liabilities arising in the ordinary course of
business), if and to the extent any of the foregoing indebtedness would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP. 

“Indenture” means this Indenture as amended, restated or supplemented from time to time. 

“Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such
Security. 
 “Lien” means, with respect to any property or assets of any Person, any mortgage or deed of trust, pledge,
hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement, encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such property
or assets (including, without limitation, any capitalized lease obligation, conditional sales or other title retention agreement having substantially the same economic effect as any of the foregoing). 

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

  
 3 













 “Officer” means the Chief Executive Officer, the President, any Vice President of
Finance, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, the Treasurer or the Secretary of the Company, or any other officer designated by the Board of Directors, as the case may be. 

“Officer’s Certificate” means, with respect to any Person, a certificate signed by any of the Chief Executive Officer,
President, Secretary, any Vice President of Finance, the Chief Financial Officer, the Chief Accounting Officer or any Treasurer of such Person, that shall comply with applicable provisions of this Indenture. 

“Opinion of Counsel” means a written opinion from legal counsel, which may be an employee of or counsel to the Company or other
counsel which is acceptable to the Trustee. 
 “Person” means any individual, corporation, limited liability company, partnership,
joint venture, association, joint-stock company, trust, unincorporated organization or government (including any agency or political subdivision thereof). 

“Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed for such redemption pursuant to this
Indenture. 
 “Responsible Officer,” when used with respect to the Trustee, means any officer within the corporate trust
department including any vice president, assistant vice president, trust officer or any other officer of such Trustee, who customarily performing functions similar to those performed by the Persons who at the time shall be such officers who shall
have direct responsibility for the administration of this Indenture, and also means, with respect to a particular corporate trust matter, any other officer of such Trustee to whom such matter is referred because of such Person’s knowledge of
and familiarity with the particular subject. 
 “SEC” means the United States Securities and Exchange Commission as constituted
from time to time, or any successor performing substantially the same functions. 
 “Securities” means the securities that are
issued under this Indenture, as amended or supplemented from time to time pursuant to this Indenture. 
 “Securities Act” means
the Securities Act of 1933, as amended. 
 “Series” or “Series of Securities” means each series of debentures, notes or
other debt instruments of the Company created pursuant to Sections 2.1 and 2.2. 
 “Significant Subsidiary” means
(i) any direct or indirect Subsidiary of the Company that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such regulation is in effect on the date hereof, or (ii) any group of direct or indirect Subsidiaries of the Company that, taken together as a group, would be a “significant subsidiary”
as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date hereof. 

  
 4 













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

“Subsidiary” of any specified Person means any corporation, limited liability company, partnership, joint venture, association or
other business entity, whether now existing or hereafter organized or acquired, (i) in the case of a corporation, of which more than 50% of the total voting power of the Capital Stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors thereof is held, directly or indirectly, by such Person or any of its Subsidiaries; or (ii) in the case of a partnership, joint venture, association or other business entity, with respect to
which such Person or any of its Subsidiaries has the power to direct or cause the direction of the management and policies of such entity by contract or otherwise, or if in accordance with GAAP such entity is consolidated with such Person for
financial statement purposes. 
 “TIA” means the Trust Indenture Act of 1939 (15 U.S. Code Section 77aaa-77bbbb) as in effect
on the date of this Indenture (except as provided in Section 8.3). 
 “Trustee” means the party named as such in this
Indenture until a successor replaces it pursuant to this Indenture, and thereafter means the successor, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any Series shall mean the
Trustee with respect to Securities of that Series. 
 “U.S. Government Obligations” means direct
non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which obligation or guarantee the full faith and
credit of the United States of America is pledged. 
 1.2 OTHER DEFINITIONS. 

The definitions of the following terms may be found in the sections indicated as follows: 

 

			
	TERM	  	DEFINED IN SECTION
	 “Bankruptcy Law”
	  	6.1
	 “Business Day”
	  	10.7
	 “Covenant Defeasance”
	  	9.3
	 “Custodian”
	  	6.1
	 “Event of Default”
	  	6.1
	 “Legal Defeasance”
	  	9.2
	 “Legal Holiday”
	  	10.7
	 “Paying Agent”
	  	2.4
	 “Place of Payment”
	  	10.7
	 “Registrar”
	  	2.4
	 “Service Agent”
	  	2.4
	 “Surviving Entity”
	  	5.1


  
 5 













 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. 

Whenever this Indenture refers to a provision of the TIA, the portion of such provision required to be incorporated herein in order for this
Indenture to be qualified under the TIA is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: 

“Indenture securities” means the Securities. 

“Indenture securityholder” means a Holder or Securityholder. 

“Indenture to be qualified” means this Indenture. 

“Indenture trustee” or “institutional trustee” means the Trustee. 

“Obligor on the indenture securities” means the Company. 

All other terms used in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by SEC rule
have the meanings therein assigned to them. 
 1.4 RULES OF CONSTRUCTION. 

Unless the context otherwise requires: 

(1) a term has the meaning assigned to it herein, whether defined expressly or by reference; 

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 

(3) “or” is not exclusive; 

(4) words in the singular include the plural, and in the plural include the singular; 

(5) words used herein implying any gender shall apply to each gender; and 

(6) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other subdivision. 

  
 6 













 ARTICLE 2 

THE SECURITIES 

2.1 ISSUABLE IN SERIES. 

The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be
issued in one or more Series. All Securities of a Series shall be identical except as may be set forth in a Board Resolution, a supplemental indenture or an Officer’s Certificate detailing the adoption of the terms thereof pursuant to the
authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution, Officer’s Certificate or supplemental indenture may provide for the method by which specified terms (such as
interest rate, Stated Maturity, record date or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters, provided, that all Series of Securities shall be equally and ratably entitled
to the benefits of the Indenture. 
 2.2 ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES. 

At or prior to the issuance of any Securities within a Series, the following shall be established (as to the Series generally, in the case of
Subsection 2.2(1) and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.2(2) through 2.2(24)) by a Board Resolution, a supplemental indenture or an Officer’s Certificate, in each
case, pursuant to authority granted under a Board Resolution: 
 (1) the title of the Series (which shall distinguish the Securities of that
particular Series from the Securities of any other Series); 
 (2) any limit upon the aggregate principal amount of the Securities of the
Series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Section 2.7,
2.8, 2.11, 3.6 or 8.5); 
 (3) the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of
the Series will be issued; 
 (4) the date or dates on which the principal of the Securities of the Series is payable; 

(5) the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates
(including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or
dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any Interest Payment Date; 

(6) the place or places where the principal of, and interest and premium, if any, on, the Securities of the Series shall be payable, or the
method of such payment, if by wire transfer, mail or other means; 
 (7) if applicable, the period or periods within which, the price or
prices at which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole or in part, at the option of the Company; 

  
 7 













 (8) the obligation, if any, of the Company to redeem or purchase the Securities of the
Series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the Series shall be redeemed
or purchased, in whole or in part, pursuant to such obligation; 
 (9) the dates, if any, on which and the price or prices at which the
Securities of the Series will be repurchased by the Company at the option of the Holders thereof, and other detailed terms and provisions of such repurchase obligations; 

(10) if other than denominations of $1,000 and any integral multiples of $1,000 in excess thereof, the denominations in which the Securities
of the Series shall be issuable; 
 (11) the forms of the Securities of the Series in bearer (if to be issued outside of the United States
of America) or fully registered form (and, if in fully registered form, whether the Securities will be issuable as Global Securities); 

(12) if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 6.2; 
 (13) the currency of denomination of the
Securities of the Series, which may be Dollars or any Foreign Currency, including, but not limited to, the Euro, and, if such currency of denomination is a composite currency other than the Euro, the agency or organization, if any, responsible for
overseeing such composite currency; 
 (14) the designation of the currency, currencies or currency units in which payment of the principal
of, and interest and premium, if any, on, the Securities of the Series will be made; 
 (15) if payments of principal of, or interest or
premium, if any, on, the Securities of the Series are to be made in one or more currencies or currency units other than that or those in which such Securities are denominated, the manner in which the exchange rate with respect to such payments will
be determined; 
 (16) the manner in which the amounts of payment of principal of, or interest and premium, if any, on, the Securities of
the Series will be determined, if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index; 

(17) the provisions, if any, relating to any collateral provided for the Securities of the Series; 

(18) any addition to or change in the covenants set forth in Articles 4 or 5 that applies to Securities of the Series; 

  
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 (19) any addition to or change in the Events of Default which applies to any Securities of
the Series, any provision for the payment of additional interest or liquidated damages in connection with any Event of Default, and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount
thereof due and payable pursuant to Section 6.2; 
 (20) the terms and conditions, if any, for conversion of the Securities into or
exchange of the Securities for shares of common stock, preferred stock, other debt securities or warrants for common stock, preferred stock or other securities of any kind of the Company that apply to Securities of the Series; 

(21) any Trustees, depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities
of such Series if other than those appointed herein; 
 (22) the terms and conditions, if any, upon which the Securities shall be
subordinated in right of payment to other indebtedness of the Company; 
 (23) if applicable, that the Securities of the Series, in whole or
any specified part, shall be defeasible pursuant to Article 9; and 
 (24) any other terms of the Securities of the Series (which terms
shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 8.1, but which may modify or delete any provision of this Indenture insofar as it applies to such Series). 

All Securities of any one Series need not be issued at the same time, and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture or Officer’s Certificate referred to above, however, the authorized principal amount of any Series may not be increased to provide for issuances of
additional Securities of such Series, unless otherwise provided in such Board Resolution, supplemental indenture or Officer’s Certificate. 

2.3 EXECUTION AND AUTHENTICATION. 

The Securities shall be executed on behalf of the Company by two Officers of the Company or an Officer and an Assistant Secretary of the
Company. Each such signature may be either manual or facsimile. The Company’s seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form at the Company’s discretion. 

If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall
nevertheless be valid. 
 A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating
agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the
Board Resolution, supplemental indenture hereto or Officer’s Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company
or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication. 

  
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 The aggregate principal amount of Securities of any Series outstanding at any time may not
exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8. 

Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.1) shall be fully protected
in relying on: (a) the Board Resolution, supplemental indenture hereto or Officer’s Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of
Securities within that Series, (b) an Officer’s Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4. 

The Trustee shall have the right to decline to authenticate and deliver any Securities of any Series: (a) if the Trustee, being advised
in writing by outside counsel, determines that such action may not fully be taken; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust or a trust committee of directors and/or vice
presidents shall reasonably determine that such action would expose the Trustee to personal liability, or cause it to have a conflict of interest with respect to Holders of any then outstanding Series of Securities. 

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Any appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. Each reference in this Indenture to authentication by
the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company and shall at all times be a corporation organized and doing business under the laws of
the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or if the Authenticating Agent is a member of a bank holding company system, its bank holding company
has) a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in
this Section. 
 Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to
be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 

  
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 An Authenticating Agent may resign at any time by giving written notice thereof to the
Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall
give notice of such appointment in the manner provided in Section 10.2 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section. 
 The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its
services under this Section. 
 2.4 REGISTRAR AND PAYING AGENT. 

The Company shall maintain in each Place of Payment for any Series of Securities (i) an office or agency where such Securities may be
presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where such Securities may be presented for payment (“Paying Agent”) (PROVIDED that the Company shall at all times maintain a Paying
Agent in the continental United States, and PROVIDED, FURTHER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the register for the
Securities maintained by the Registrar), and (iii) an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served (“Service Agent”). The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. The Company shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office, or to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the address of the Trustee as set forth in Section 10.2. If the Company acts as Paying Agent, it shall segregate the money held by it for the payment of principal of, and interest and premium, if
any, on, the Securities and hold it as a separate trust fund. The Company may change any Paying Agent, Registrar, co-registrar or any other Agent without notice to any Securityholder. 

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

  
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 The Company shall enter into an appropriate agency agreement with any Registrar or Paying
Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any such Agent. If the Company fails to maintain a
Registrar or Paying Agent, or agent for service of notices and demands, or fails to give the foregoing notice, the Trustee shall act as such. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each
Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. 

2.5 PAYING AGENT TO HOLD ASSETS IN TRUST. 

The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying
Agent shall, hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium, if any, on, such Series of Securities (whether such
assets have been distributed to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on such Series of
Securities) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, and the Trustee may, at any time during the continuance of any
payment default with respect to any Series of Securities, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the
Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets. 

2.6 SECURITYHOLDER LISTS. 

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of
Securityholders of each Series of Securities. If the Trustee is not the Registrar, the Company shall furnish to the Trustee as of each regular record date for the payment of interest on the Securities of a Series and before each related Interest
Payment Date, and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders of each Series of Securities. 

2.7 TRANSFER AND EXCHANGE. 

When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the
transfer as requested and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the
exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate
Securities at the Registrar’s request. 

  
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 If Securities are issued as Global Securities, the provisions of Section 2.15 shall
apply. 
 All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or
a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing. 
 Any exchange or transfer shall be without charge, except that
the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to
Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of
such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part. 

Notwithstanding anything herein to the contrary, neither the Trustee nor the Note Registrar shall be responsible for ascertaining whether any
transfer complies with the registration provisions of or exemptions from the Securities Act, applicable state securities laws or other applicable federal or state laws. 

2.8 REPLACEMENT SECURITIES. 

If a mutilated Security is surrendered to the Trustee, or if the Holder of a Security presents evidence to the satisfaction of the Company and
the Trustee that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security of the same Series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding. An indemnity bond may be required by the Company or the Trustee that is sufficient in the reasonable judgment of the Company or the Trustee, as the case may be, to protect the Company, the Trustee or any Agent from any
loss which any of them may suffer if a Security is replaced. The Company may charge such Holder for the Company’s out-of-pocket expenses in replacing a Security,
including the fees and expenses of the Trustee. Every replacement Security shall constitute an original additional obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that Series duly issued hereunder. 

  
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 2.9 OUTSTANDING SECURITIES. 

Securities outstanding at any time are all Securities authenticated by the Trustee, except for those canceled by it, those delivered to it for
cancellation and those described in this Section 2.9 as not outstanding. 
 If a Security is replaced pursuant to Section 2.8
(other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated Security
ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. 
 If a Paying Agent holds on
a Redemption Date or the Stated Maturity money sufficient to pay the principal of, premium, if any, and accrued interest on, Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms
of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture), then on and after that date such Securities cease to be outstanding and interest on them ceases to
accrue. 
 A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security. 

2.10 WHEN TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’ ACTION. 

In determining whether the Holders of the required aggregate principal amount of the Securities of any Series have concurred in any direction,
waiver or consent, the Securities of any Series owned by the Company or any other obligor on such Securities, or by any Affiliate of Company or any other obligor, shall be disregarded, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only Securities of such Series which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities of such Series so owned which have been
pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to the Securities of such Series and that the pledgee is not the Company or any other
obligor on the Securities of such Series, or an Affiliate of any of them. 
 2.11 TEMPORARY SECURITIES. 

Until definitive Securities are ready for delivery, the Company may prepare and execute, and the Trustee shall authenticate, temporary
Securities. Temporary Securities shall be substantially in the form, and shall carry all rights, of definitive Securities, but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and execute, and the Trustee shall authenticate, definitive Securities in exchange for temporary Securities without charge to the Holder. Until so exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. 

  
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 2.12 CANCELLATION. 

All Securities surrendered for payment, redemption or registration of transfer or exchange, or for credit against any sinking fund payment,
shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee for cancellation. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold. The
Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent, and no one else, shall cancel the
securities, and shall dispose of, all Securities surrendered for transfer, exchange, payment or cancellation in accordance with its customary procedures. If the Company shall acquire any of the Securities, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are surrendered to the Trustee for cancellation pursuant to this Section 2.12. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section 2.12, except as expressly permitted by this Indenture. 
 2.13
PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST. 
 Except as otherwise provided as contemplated by
Section 2.2 with respect to any Series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security is registered at
the close of business on the regular record date for such interest, as provided in the Board Resolution, supplemental indenture hereto or Officer’s Certificate establishing the terms of such Series. 

If the Company defaults in a payment of interest on the Securities, it shall pay the defaulted amounts, plus any interest payable on defaulted
amounts pursuant to Section 4.1, to the Persons who are Securityholders on a subsequent special record date, which date shall be the 15th day next preceding the date fixed by the Company for the payment of defaulted interest, or the next
succeeding Business Day if such date is not a Business Day. At least 15 days before the special record date, the Company shall send or cause to be sent to each Securityholder, with a copy to the Trustee, a notice that states the special record date,
the payment date and the amount of defaulted interest, and interest payable on such defaulted interest, if any, to be paid. 
 Except as
otherwise specified as contemplated by Section 2.2 for Securities of any Series, interest on the Securities of each Series shall be computed on the basis of a 360-day year of twelve 30-day months. 
 2.14 CUSIP NUMBER. 

The Company in issuing the Securities may use one or more “CUSIP” numbers, and, if the Company does so, the Trustee shall use the
CUSIP number(s) in notices of redemption or exchange as a convenience to Holders, PROVIDED, that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number(s) printed in the notice or on the
Securities, and that reliance may be placed only on the other identification numbers printed on the Securities, and that any such redemption or exchange shall not be affected by any defect in or omission of any such numbers. 

  
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 2.15 PROVISIONS FOR GLOBAL SECURITIES. 

(a) A Board Resolution, a supplemental indenture hereto or an Officer’s Certificate shall establish whether the Securities of a Series
shall be issued in whole or in part in the form of one or more Global Securities, and the Depository for such Global Securities or Securities. 

(b) Notwithstanding any provisions to the contrary contained in Section 2.7 and in addition thereto, if, and only if the Depository
(i) at any time is unwilling or unable to continue as Depository for such Global Security or ceases to be a clearing agency registered under the Exchange Act and (ii) a successor Depository is not appointed by the Company within 90 days
after the date the Company is so informed in writing or becomes aware of the same, the Company promptly will execute and deliver to the Trustee definitive Securities, and the Trustee, upon receipt of a Company Request for the authentication and
delivery of such definitive Securities (which the Company will promptly execute and deliver to the Trustee) and an Officer’s Certificate to the effect that such Global Security shall be so exchangeable, will authenticate and deliver definitive
Securities, without charge, registered in such names and in such authorized denominations as the Depository shall direct in writing (pursuant to instructions from its direct and indirect participants or otherwise) in an aggregate principal amount
equal to the principal amount of the Global Security with like tenor and terms. Upon the exchange of a Global Security for definitive Securities, such Global Security shall be canceled by the Trustee in accordance with its customary procedures.
Unless and until it is exchanged in whole or in part for definitive Securities, as provided in this Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository with respect to such Global Security to a nominee
of such Depository, by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository. 

(c) Any Global Security issued hereunder shall bear a legend in substantially the following form: 

“This Security is a Global Security within the meaning of the Indenture hereinafter referred to, and is registered in the name of the
Depository or a nominee of the Depository. This Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and may not be
transferred except as a whole by the Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of
such a successor Depository.” 

  
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 (d) The Depository, as a Holder, may appoint agents and otherwise authorize participants to
give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture. 

(e) Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.2, payment of the
principal of, and interest and premium, if any, on, any Global Security shall be made to the Depository or its nominee in its capacity as the Holder thereof. 

(f) Except as provided in Section 2.15(e) above, the Company, the Trustee and any Agent shall treat a Person as the Holder of such
principal amount of outstanding Securities of any Series represented by a Global Security as shall be specified in a written statement of the Depository (which may be in the form of a participants’ list for such Series) with respect to such
Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture, PROVIDED, that until the Trustee is so provided with a written statement, it may treat the
Depository or any other Person in whose name a Global Security is registered as the owner of such Global Security for the purpose of receiving payment of the principal of, and any premium and (subject to Section 2.13) any interest on, such
Global Security and for all other purposes whatsoever, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. 

2.16 PERSONS DEEMED OWNERS. 

Prior to due presentment of a Security for registration of transfer, redemption, at maturity or otherwise, the Company, the Trustee, the
Registrar and any agent of the Company, the Registrar or the Trustee may treat the Person in whose name such Security is registered on the Registrar’s books as the owner of such Security for the purpose of receiving payment of the principal of,
and any premium and (subject to Section 2.13) any interest on, such Security and for all other purposes whatsoever, and none of the Company, the Trustee, the Registrar or any agent of the Company, the Trustee or the Registrar shall be affected
by notice to the contrary. 
 ARTICLE 3 

REDEMPTION 
 3.1
NOTICES TO TRUSTEE. 
 The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the
Series of Securities, or may covenant to redeem and pay the Series of Securities or any part thereof, prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities or the related Board Resolution,
supplemental indenture or Officer’s Certificate. If a Series of Securities is redeemable and the Company elects to redeem all or part of such Series of Securities, it shall notify the Trustee of the Redemption Date and the principal amount of
Securities to be redeemed at least 45 days (unless a shorter notice shall be satisfactory to the Trustee) before the Redemption Date. Any such notice may be canceled at any time prior to notice of such redemption being sent to any Holder, and shall
thereby be void and of no effect. 

  
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 3.2 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. 

Unless otherwise indicated for a particular Series of Securities by a Board Resolution, a supplemental indenture or an Officer’s
Certificate, if fewer than all of the Securities of a Series are to be redeemed, the Trustee shall select the Securities of a Series to be redeemed pro rata, by lot in accordance with the applicable procedures of the Depositary or by any other
method that the Trustee considers fair and appropriate (unless the Company specifically directs the Trustee otherwise) and, if such Securities are listed on any securities exchange, by a method that complies with the requirements of such exchange.
The Company shall notify the Trustee if such Securities are listed on ay securities exchange. 
 The Trustee shall make the selection from
Securities of a Series outstanding and not previously called for redemption, and shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Security selected for partial redemption, the principal
amount thereof to be redeemed at least 35 but not more than 60 days before the Redemption Date. Securities of a Series in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption portions of the principal of
Securities of a Series that have denominations of $1,000 and multiples of $1,000 in excess thereof. Securities of a Series and portions of them it selects shall be in amounts of $1,000 or, with respect to Securities of any Series issuable in other
denominations pursuant to Section 2.2(10), the minimum principal denomination for each Series and integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption. 
 3.3 NOTICE OF REDEMPTION. 

Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, at
least 30 days, and no more than 60 days, before a Redemption Date, the Company shall send, or cause to be sent, a notice of redemption by first-class mail or electronically to each Holder of Securities to be redeemed at his or her last address as
the same appears on the registry books maintained by the Registrar. The notice shall identify the Securities to be redeemed and shall state: 

(1) the Redemption Date; 
 (2)
the redemption price, and that such redemption price shall become due and payable on the Redemption Date; 
 (3) if any Security of a Series
is being redeemed in part, the portion of the principal amount of such Security of a Series to be redeemed and that, after the Redemption Date and upon surrender of such Security of a Series, a new Security or Securities in principal amount equal to
the unredeemed portion will be issued; 
 (4) the name and address of the Paying Agent; 

(5) that Securities of a Series called for redemption must be surrendered to the Paying Agent to collect the redemption price, and the place
or places where each such Security is to be surrendered for such payment; 

  
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 (6) that, unless the Company defaults in making the redemption payment, interest on the
Securities of a Series called for redemption ceases to accrue on the Redemption Date, and the only remaining right of the Holders of such Securities is to receive payment of the redemption price upon surrender to the Paying Agent of the Securities
redeemed; 
 (7) if fewer than all of the Securities of a Series are to be redeemed, the identification of the particular Securities of a
Series (or portion thereof) to be redeemed, as well as the aggregate principal amount of Securities of a Series to be redeemed and the aggregate principal amount of Securities of a Series to be outstanding after such partial redemption. 

(8) the CUSIP number, if any, printed on the Securities being redeemed; and 

(9) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the
Securities. 
 Upon receipt of a Company Request, the Trustee shall give the notice of redemption in the Company’s name and at the
Company’s sole expense, provided the Company so notifies the Trustee in writing at least 15 days prior to the date the notice of redemption is sent to holders (unless a shorter period is agreed to by the Trustee). 

3.4 EFFECT OF NOTICE OF REDEMPTION. 

Once the notice of redemption described in Section 3.3 is sent, Securities of a Series called for redemption become due and payable on the
Redemption Date and at the redemption price, plus interest, if any, accrued to the Redemption Date. Upon surrender to the Trustee or Paying Agent, such Securities of a Series shall be paid at the redemption price, plus accrued interest, if any, to
the Redemption Date; PROVIDED, that if the Redemption Date is after a regular interest payment record date and on or prior to the next Interest Payment Date, the accrued interest shall be payable to the Holder of the redeemed Securities registered
on the relevant record date, as specified by the Company in the notice to the Trustee pursuant to Section 3.1, subject to the applicable procedures of the Depositary. 

3.5 DEPOSIT OF REDEMPTION PRICE. 

On or prior to the Redemption Date (but no later than 11:00 A.M. Eastern Time on such date), the Company shall deposit with the Paying Agent
money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date. 
 On and after
any Redemption Date, if money sufficient to pay the redemption price of, and accrued interest on, Securities called for redemption shall have been made available in accordance with the preceding paragraph and the Company and the Paying Agent are not
prohibited from paying such moneys to Holders, the Securities called for redemption will cease to accrue interest and the only right of the Holders of such Securities will be to receive payment of the redemption price of and, subject to the proviso
in Section 3.4, accrued and unpaid interest on such Securities to the Redemption Date. If any Security called for redemption shall not be so paid, interest will be paid, from the Redemption Date until such redemption payment is made, on the
unpaid principal of the Security and any interest or premium, if any, not paid on such unpaid principal, in each case, at the rate and in the manner provided in the Securities. 

  
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 3.6 SECURITIES REDEEMED IN PART. 

Upon surrender of a Security of a Series that is redeemed in part, the Company shall execute, and the Trustee shall authenticate, for a Holder
a new Security of the same Series equal in principal amount to the unredeemed portion of the Security surrendered. 
 ARTICLE 4

 COVENANTS 

4.1 PAYMENT OF SECURITIES. 

The Company shall pay the principal of, and interest and premium, if any, on, each Series of Securities on the dates and in the manner provided
in such Securities and this Indenture. 
 An installment of principal or interest shall be considered paid on the date it is due if the
Trustee or Paying Agent holds by 11:00 a.m. New York City time on that date money designated for and sufficient to pay such installment and is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture or otherwise.

 The Company shall pay interest on overdue principal, and overdue interest, to the extent lawful, at the rate specified in the Series of
Securities. 
 4.2 SEC REPORTS. 

The Company will deliver to the Trustee within 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports
and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act; PROVIDED, HOWEVER, that each such report or document will be deemed to be so
delivered to the Trustee if the Company files such report or document with the SEC through the SEC’s EDGAR database no later than the time such report or document is required to be filed with the SEC pursuant to the Exchange Act.
Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC, to the extent permitted, and provide the Trustee with, such quarterly and annual
reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. The Company will also comply with the other provisions of TIA Section 314(a). 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 our
compliance with any of its covenants under the indenture (as to which the trustee is entitled to rely exclusively on Officer’s Certificates). The trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, our
compliance with the covenants or with respect to any reports or other documents filed with the SEC or website under the indenture, or participate in any conference calls. Delivery of reports to the trustee shall not constitute knowledge of, or
notice to, the trustee of the information contained therein. 

  
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 4.3 WAIVER OF STAY, EXTENSION OR USURY LAWS. 

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead (as a defense or otherwise)
or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension, usury or other law which would prohibit or forgive the Company from paying all or any portion of the principal of, and/or interest and premium, if any, on,
the Securities as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and the Company hereby expressly waives (to the extent that they may lawfully do
so) all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had
been enacted. 
 4.4 COMPLIANCE CERTIFICATE. 

(a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officer’s Certificate
from the principal executive, principal financial or principal accounting officer, which complies with TIA Section 314(a)(4) stating that a review of the activities of the Company and its Subsidiaries during such fiscal year has been made under
the supervision of the signing Officer with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to the Officer signing such certificate, that to the best
of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and that there is no default in the performance or observance of any of the terms, provisions and conditions hereof
(or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best
of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, or interest or premium, if any, on, the Securities is prohibited, or if such event has occurred, a description of the
event and what action the Company is taking or proposes to take with respect thereto. 
 (b) (i) If any Default or Event of Default has
occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Securities, within five Business Days after the Company becoming aware of such occurrence the
Company shall deliver to the Trustee an Officer’s Certificate specifying such event, notice or other action and what action the Company is taking or proposes to take with respect thereto. 

  
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 4.5 CORPORATE EXISTENCE. 

Subject to Article 5, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its
corporate existence, in accordance with the organizational documents (as the same may be amended from time to time) of the Company and the rights (charter and statutory), licenses and franchises of the Company; PROVIDED, HOWEVER, that the Company
shall not be required to preserve any such right, license or franchise, or its corporate existence, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that
the loss thereof is not adverse in any material respect to the Holders. 
 ARTICLE 5 

SUCCESSOR CORPORATION 

5.1 LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS. 

(a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer,
lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after
giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or
into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the
laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and
delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the
performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such
transaction or series of transactions on a pro forma basis (including, without limitation, any indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event
of Default shall have occurred and be continuing. 
 (b) In connection with any consolidation, merger or transfer of assets contemplated by
this Section 5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer, and the supplemental indenture in respect thereto, comply with this Section 5.1, that all conditions precedent herein provided for relating to such transaction or transactions have been complied with and constitute the
legal, valid and binding obligation of the Company enforceable against it in accordance with its terms. 

  
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 5.2 SUCCESSOR PERSON SUBSTITUTED. 

Upon any consolidation, merger or transfer of all or substantially all of the assets of the Company in accordance with Section 5.1 above,
the successor corporation formed by such consolidation, or into which the Company is merged or to which such transfer is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor corporation had been named as the Company herein, and thereafter (except with respect to any such transfer which is a lease) the predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Securities. 
 ARTICLE 6 

DEFAULTS AND REMEDIES 

6.1 EVENTS OF DEFAULT. 

“Events of Default,” wherever used herein with respect to Securities of any Series, means any one of the following events, unless in
the establishing Board Resolution, supplemental indenture or Officer’s Certificate, it is provided that such Series shall not have the benefit of said Event of Default: 

(1) there is a default in the payment of any principal of, or premium, if any, on, the Securities when the same becomes due and payable at
Maturity, upon acceleration, redemption or otherwise; 
 (2) there is a default in the payment of any interest on any Security of a Series
when the same becomes due and payable, and the Default continues for a period of 30 days; 
 (3) the Company defaults in the observance or
performance of any other covenant in the Securities of a Series or in this Indenture for 60 days after written notice from the Trustee to the Company or the Holders (by written notice to the Company and the Trustee) of not less than 25% in the
aggregate principal amount of the Securities of such Series then outstanding, which notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default”; 

(4) the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 

(A) commences a voluntary case, 

(B) consents to the entry of an order for relief against it in an involuntary case, 

(C) consents to the appointment of a Custodian of it or for all or substantially all of its property, 

(D) makes a general assignment for the benefit of its creditors, or 

(E) generally is not paying its debts as they become due; 

  
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 (5) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law
that: 
 (A) is for relief against the Company or any Significant Subsidiary in an involuntary case; 

(B) appoints a Custodian of the Company or any Significant Subsidiary, or for all or substantially all of the property of the Company or any
Significant Subsidiary; or 
 (C) orders the liquidation of the Company or any Significant Subsidiary, and the order or decree remains
unstayed and in effect for 90 consecutive days; or 
 (6) any other Event of Default provided with respect to Securities of that Series,
which is specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, in accordance with Section 2.2(19). 

The term “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors. The term
“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 
 The Trustee may
withhold notice of any Default (except in the payment of the principal of, or interest or premium, if any, on, the Securities) to the Holders of the Securities of any Series in accordance with Section 7.5. When a Default is cured, it ceases to
exist. 
 6.2 ACCELERATION. 

If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under
Section 6.1(4) or (5)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series then outstanding by written notice to the Company
and the Trustee, may declare that the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become
immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities
of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the
acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has
been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or
(5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the
Trustee or the Holders of the Securities of that Series. 

  
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 6.3 REMEDIES. 

If an Event of Default with respect to Securities of any Series at the time outstanding occurs and is continuing, the Trustee may pursue any
available remedy by proceeding at law or in equity to collect the payment of the principal of, or interest and premium, if any, on, the Securities of that Series, or to enforce the performance of any provision of the Securities of that Series or
this Indenture. 
 The Trustee may maintain a proceeding even if it does not possess any of the Securities of that Series or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative to the extent permitted by law. 

6.4 WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT. 

Subject to Sections 6.2, 6.7 and 8.2, the Holders of a majority in principal amount of the Securities of any Series then outstanding have
the right to waive any existing Default or Event of Default with respect to such Series or compliance with any provision of this Indenture (with respect to such Series) or the Securities of such Series. Upon any such waiver, such Default with
respect to such Series shall cease to exist, and any Event of Default with respect to such Series arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereto. This Section 6.4 shall be in lieu of TIA Section 316(a)(1)(B), and TIA Section 316(a)(1)(B) is hereby expressly excluded from this Indenture and Section as permitted
by the TIA. 
 6.5 CONTROL BY MAJORITY. 

Subject to Sections 6.2, 6.7 and 8.2, the Holders of a majority in principal amount of the Securities of any Series then outstanding may
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 by this Indenture with respect to such Series. The Trustee, however, may refuse to
follow any direction that conflicts with law or this Indenture, or that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may involve the Trustee in personal liability (it being understood that the
Trustee shall not have an affirmative duty to ascertain whether or not any such direction is unduly prejudicial to any other Holder); PROVIDED, that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with
such direction. This Section 6.5 shall be in lieu of TIA Section 316(a)(1)(A), and TIA Section 316(a)(1)(A) is hereby expressly excluded from this Indenture and Section as permitted by the TIA. 

6.6 LIMITATION ON SUITS. 

Subject to Section 6.7, no Holder 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) to institute any judicial or other proceeding with respect to this Indenture, or for the appointment of a receiver or Trustee, or for any other remedy unless: 

  
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 (1) the Holder shall have given the Trustee written notice that an Event of Default has
occurred and remains uncured with respect to the Securities of that Series; 
 (2) the Holders of not less than 25% in principal amount of
outstanding Securities of such Series have made a written request that the Trustee take action because of the Event of Default, and offer security or indemnity to the Trustee against the costs, losses, expenses and other liabilities of taking that
action; 
 (3) the Trustee has failed to take action for 60 days after receipt of the above notice and offer of security or indemnity and
during such 60-day period, the Trustee has not received a contrary instruction from Holders of a majority in principal amount of outstanding Securities of such Series. 

A Securityholder may not use this Indenture to prejudice the rights of another Securityholder, or to obtain a preference or priority over
another Securityholder. 
 6.7 RIGHTS OF HOLDERS TO RECEIVE PAYMENT. 

Notwithstanding any other provision of this Indenture, the right of any Holder of a Security of a Series to receive payment of the principal
of, and interest and premium, if any, on, the Security of such Series on or after the respective due dates expressed in the Security of such Series, or to bring suit for the enforcement of any such payment on or after such respective dates, is
absolute and unconditional, and shall not be impaired or affected without the consent of the Holder. 
 6.8 COLLECTION SUIT BY
TRUSTEE. 
 If an Event of Default in payment of principal, interest or premium, if any, specified in Section 6.1(1) or
(2) with respect to Securities of any Series at the time outstanding occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company (or any other obligor on the Securities of
that Series) for the whole amount of unpaid principal and premium, if any, and accrued interest remaining unpaid, together with interest on overdue principal and premium, if any, and, to the extent that payment of such interest is lawful, interest
on overdue installments of interest, in each case at the rate then borne by the Securities of that Series, and such further amounts as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, as set forth in Section 7.7. 
 6.9 TRUSTEE
MAY FILE PROOFS OF CLAIM. 
 The Trustee may file such proofs of claim and other papers or documents, and take other actions
(including sitting on a committee of creditors), as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Securityholders allowed in any judicial proceedings relative to the Company (or any other 

  
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obligor on the Securities), any of their respective creditors or any of their respective property, and the Trustee shall be entitled and empowered to collect and receive any monies or other
property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, and any custodian in
any such judicial proceeding is hereby authorized by each Securityholder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7. 

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, or accept or adopt on behalf of any
Securityholder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedings. 
 6.10 PRIORITIES. 

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: 

FIRST: to the Trustee for amounts due under this Indenture in all of its capacities; 

SECOND: to Securityholders for amounts then due and unpaid for the principal of, and interest and premium, if any, on, the Securities in
respect of which, or for the benefit of which, such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities; for principal and any premium and interest, respectively;
and 
 THIRD: to the Company. 

The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section 6.10. At least 15 days
before such record date, the Trustee shall mail to each Securityholder a notice that states the record date, the payment date and amount to be paid. 

6.11 UNDERTAKING FOR COSTS. 

In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted
by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.7 or a suit by Holders of more than 10% in principal amount of the Securities of a Series then outstanding. 

  
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 ARTICLE 7 

TRUSTEE 
 7.1
DUTIES OF TRUSTEE. 
 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the same circumstances in the conduct of his own affairs. 

(b) Except during the continuance of an Event of Default: 

(1) The Trustee need perform only those duties that are specifically set forth in this Indenture, and no covenants or obligations shall be
implied in this Indenture against the Trustee. 
 (2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture, but, in the case of any such certificates or opinions which
by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated therein. 
 (c) The Trustee may not be relieved from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: 
 (1) This paragraph does not
limit the effect of paragraph (b) of this Section 7.1. 
 (2) The Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. 
 (3) The
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Sections 6.2 and 6.5. 

(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds, or otherwise incur any financial liability, in
the performance of any of its rights or powers. 
 (e) Whether or not therein expressly so provided, paragraphs (a), (b), (c) and (d) of
this Section 7.1 shall govern every provision of this Indenture that in any way relates to the Trustee. 

  
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 (f) The Trustee and Paying Agent shall not be liable for interest on any money received by
either of them, except as the Trustee and Paying Agent may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the law. 

(g) The Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections, immunities and standard of care set
forth in paragraphs (a), (b), (c), (d) and (f) of this Section 7.1 and in Section 7.2 with respect to the Trustee. 
 (h) if
any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such
event occurred, unless such Responsible Officer of the Trustee had actual knowledge of such event. 
 7.2 RIGHTS OF
TRUSTEE. 
 (a) Subject to Section 7.1: 

(1) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, any document reasonably believed by it to be
genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 

(2) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel, or both, which
shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. 

(3) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by
it with due care. 
 (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes
to be authorized or within its rights or powers. 
 (5) The Trustee may consult with counsel of its selection and the verbal or written
advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or
opinion of such counsel. 
 (6) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this
Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses,
losses and liabilities which may be incurred therein or thereby. 

  
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 (7) The Trustee shall not be deemed to have knowledge of any fact or matter (including,
without limitation, a Default or Event of Default) unless such fact or matter is actually known to a Responsible Officer of the Trustee or unless written notice of any event which is in fact such a default from the Company or the Holders of at least
25% of the aggregate principal amount of the Securities shall have been received by the Responsible Officer at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture. 

(8) if so requested by the Trustee, any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company
Request or Company Order, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. 
 (9) Unless
otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officer’s Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates
or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that 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 Company’s compliance with any of its covenants
hereunder (except as set forth in Section 4.4). 
 (10) the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the
Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; 

(11) in no event shall the Trustee be responsible or liable for any special, indirect, punitive, or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; 

(12) in no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, pandemics, civil or military disturbances, nuclear or natural catastrophes or acts
of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services or other unavailability of the Federal Reserve Bank wire or facsimile or other wire or telex or communication facility (it
being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to avoid and mitigate the effects of such occurrences and to resume performance as soon as practicable under the
circumstances); 

  
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 (13) The Trustee shall have no obligation to pursue any action that is not in accordance
with applicable law; 
 (14) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant to this Indenture; 
 (15) The permissive rights of the
Trustee enumerated herein shall not be construed as duties; and 
 (16) The Trustee shall not be required to give any bond or surety in
respect of the performance of its powers or duties hereunder. 
 7.3 INDIVIDUAL RIGHTS OF TRUSTEE. 

The Trustee in its individual or any other capacity may become the owner or pledgee of Securities, and may make loans to, accept deposits from,
perform services for or otherwise deal with the Company, or any Affiliate thereof, with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee, however, shall be subject to Sections 7.10
and 7.11. 
 7.4 TRUSTEE’S DISCLAIMER. 

The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities (except that the Trustee represents that
it is duly authorized to execute and deliver this Indenture and authenticate the Securities and perform its obligations hereunder), and the Trustee shall not be accountable for the Company’s use of the proceeds from the sale of Securities or
any money paid to the Company pursuant to the terms of this Indenture, and the Trustee shall not be responsible for any statement in the Securities other than its certificates of authentication. The Trustee shall have no responsibility or liability
with respect to any information, statement or recital in any prospectus or other disclosure material prepared or distributed with respect to the issuance of any of the Securities. Under no circumstances shall the Trustee be liable in its individual
capacity for the obligations evidenced by the Securities. The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions, or agreements on the part of the Company. Neither the Trustee nor any
Agent shall be responsible for monitoring the Company’s rating status, making any request upon any Rating Agency, or determining whether any Rating Decline has occurred. 

7.5 NOTICE OF DEFAULT. 

If a Default or an Event of Default occurs and is continuing with respect to the Securities of any Series, and if it is actually known to a
Responsible Officer of the Trustee, the Trustee shall mail to each Securityholder of the Securities of that Series notice of the Default or the Event of Default, as the case may be, within 90 days after it occurs or, if later, after a Responsible
Officer of the Trustee has knowledge of such Default or Event of Default (except if such Default or Event of Default has been validly cured or waived before the giving of such notice). Except in the case of a Default or an Event of Default in
payment of the principal of, or interest or premium, if any, on, any Security of any Series, the Trustee may withhold the notice if and so long as a Responsible Officer in good faith determine that withholding the notice is in the interests of the
Securityholders of that Series. 

  
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 7.6 REPORTS BY TRUSTEE TO HOLDERS. 

If and to the extent required by the TIA, within 60 days after April 1 of each year, commencing the April 1 following the date of
this Indenture, the Trustee shall mail to each Securityholder a brief report dated as of such April 1 that complies with TIA Section 313(a). The Trustee also shall comply with TIA Sections 313(b) and 313(c). 

A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and any stock exchange on which the Securities
of that Series are listed. The Company shall promptly notify the Trustee when the Securities of any Series are listed on any stock exchange or any delisting thereof, and the Trustee shall comply with TIA Section 313(d). 

7.7 COMPENSATION AND INDEMNITY. 

The Company shall pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and
the Trustee for its services. The Trustee’s compensation shall not be limited by any provision of law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon its request for all reasonable out-of-pocket disbursements and expenses incurred or made by it in connection with its duties under this Indenture, including the reasonable compensation, disbursements and
expenses of the Trustee’s agents and counsel. 
 The Company shall indemnify the Trustee or any predecessor Trustee in any capacity
under this Indenture and any other document or transaction entered into in connection herewith and their agents and any authenticating agent for, and hold it harmless against, any and all loss liability, damage and claim (whether asserted by the
Company, any Holder or any other Person), liability or expense incurred without negligence or willful misconduct (as finally adjudicated by a court of competent jurisdiction) on the part of the Trustee , its officers, directors, agents or employees,
or such agent or authenticating agent, as the case may be, and, arising out of or in connection with the acceptance or administration of the trust or trusts or in any other capacity hereunder, and performance of its duties under this Indenture or
the exercise of its rights and powers, including the reasonable costs and expenses (including reasonable attorneys’ fees and expenses and court costs) of defending itself against any claim, action or liability or suit brought to enforce the
Trustee’s right to indemnification in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity.
The indemnification provided herein shall extend to the officers, directors, agents and employees of the Trustee. 
 The failure by the
Trustee to so notify the Company shall not however relieve the Company of its obligations. To secure the payment obligations of the Company in this Section 7.7, the Trustee shall have a lien prior to the Securities of any Series on all money or
property held or collected by the Trustee except such money or property held in trust to pay the principal of, interest and premium, if any, on particular Securities of that Series. 

  
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 When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.1(4) or (5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. 

For purposes of this Section 7.7, the term “Trustee” shall include any trustee appointed pursuant to this Article 7. 

The provisions of this Section 7.7 shall survive the termination or satisfaction and discharge of this Indenture and the resignation or
removal of the Trustee. 
 7.8 REPLACEMENT OF TRUSTEE. 

No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article 7 shall become effective until
the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 7.10. 
 The Trustee
may resign with respect to the Securities of one or more Series by so notifying the Company in writing at least 30 days in advance of such resignation. 

The Holders of a majority in principal amount of the outstanding Securities of any Series may remove the Trustee with respect to that Series
by notifying the removed Trustee in writing and may appoint a successor Trustee with respect to that Series with the consent of the Company, which consent shall not be unreasonably withheld. The Company may remove the Trustee with respect to that
Series at its election if: 
 (1) the Trustee fails to comply with, or ceases to be eligible under, Section 7.10; 

(2) the Trustee is adjudged a bankrupt or an insolvent, or an order for relief is entered with respect to the Trustee, under any Bankruptcy
Law; 
 (3) a Custodian or other public officer takes charge of the Trustee or its property; or 

(4) the Trustee otherwise becomes incapable of acting. 

(5) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee, with respect to any Series of Securities for any
reason, the Company shall promptly appoint, by Board Resolution, a successor Trustee. 
 If a successor Trustee with respect to the
Securities of one or more Series does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount of the outstanding Securities of the
applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee. 

  
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 If the Trustee with respect to the Securities of one or more Series fails to comply with
Section 7.10, any Securityholder of the applicable Series may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately following
such delivery, (i) the retiring Trustee with respect to one or more Series shall, subject to its rights under Section 7.7, transfer all property held by it as Trustee with respect to such Series to the successor Trustee, (ii) the
resignation or removal of the retiring Trustee shall become effective and (iii) the successor Trustee with respect to such Series shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee with respect
to the Securities of one or more Series shall mail notice of its succession to each Securityholder of such Series. 
 The Trustee shall have
no responsibility or liability for the action or inaction of a successor trustee. 
 7.9 SUCCESSOR TRUSTEE BY CONSOLIDATION,
MERGER OR CONVERSION. 
 If the Trustee, or any Agent, consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust assets to, another corporation, subject to Section 7.10, the successor corporation without any further act shall be the successor Trustee or Agent, as the case may be. 

7.10 ELIGIBILITY; DISQUALIFICATION. 

This Indenture shall always have a Trustee who satisfies the requirements of TIA Sections 310(a)(1), (2) and (5) in every respect.
The Trustee (or in the case of a Trustee that is a Person included in a bank holding company system, the related bank holding company) shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual
report of condition. The Trustee shall comply with TIA Section 310(b), including the provision in Section 310(b)(1). 
 In
addition, if the Trustee is a Person included in a bank holding company system, the Trustee, independently of such bank holding company, shall meet the capital requirements of TIA Section 310(a)(2). If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 7.10, it shall resign immediately in the manner and with the effect specified in this Article 7. 

7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. 

The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein. 

  
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 7.12 PAYING AGENTS. 

The Company shall cause each Paying Agent other than the Trustee to execute and deliver to it and the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 7.12: 
 (1) that it will hold all sums held by it as agent for
the payment of the principal of, or interest or premium, if any, on, the Securities (whether such sums have been paid to it by the Company or by any obligor on the Securities) in trust for the benefit of Holders of the Securities or the Trustee;

 (2) that it will at any time during the continuance of any Event of Default, upon written request from the Trustee, deliver to the
Trustee all sums so held in trust by it together with a full accounting thereof; and 
 (3) that it will give the Trustee written notice
immediately after any failure of the Company (or by any obligor on the Securities) in the payment of any installment of the principal of, or interest or premium, if any, on, the Securities when the same shall be due and payable. 

ARTICLE 8 

AMENDMENTS, SUPPLEMENTS AND WAIVERS 

8.1 WITHOUT CONSENT OF HOLDERS. 

The Company, when authorized by a Board Resolution, and the Trustee may amend or supplement this Indenture or the Securities of one or more
Series without notice to or consent of any Securityholder: 
 (1) to comply with Section 5.1; 

(2) to provide for certificated Securities in addition to uncertificated Securities; 

(3) to comply with any requirements of the SEC under the TIA; 

(4) to cure any ambiguity, defect or inconsistency, or to make any other change herein or in the Securities that does not materially and
adversely affect the rights of any Securityholder; 
 (5) to provide for the issuance of, and establish the form and terms and conditions
of, Securities of any Series as permitted by this Indenture; or 
 (6) 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. 

  
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 The Trustee is hereby authorized to join with the Company in the execution of any
supplemental indenture authorized or permitted by the terms of this Indenture, and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental
indenture which adversely affects its own rights, duties or immunities under this Indenture. 
 8.2 WITH CONSENT OF
HOLDERS. 
 (a) The Company, when authorized by a Board Resolution, and the Trustee may amend or supplement this Indenture or the
Securities of one or more Series with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Securities of such Series affected by such amendment or supplement without notice to any
Securityholder. The Holders of not less than a majority in aggregate principal amount of the outstanding Securities of each such Series affected by such amendment or supplement may waive compliance by the Company in a particular instance with any
provision of this Indenture or the Securities of such Series without notice to any Securityholder. Subject to Section 8.4, without the consent of each Securityholder affected, however, an amendment, supplement or waiver may not: 

(1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver to this Indenture or the Securities; 

(2) reduce the rate of, or change the time for payment of, interest on any Security; 

(3) reduce the principal, or change the Stated Maturity, of any Security, or reduce the amount of, or postpone the date fixed for, the payment
of any sinking fund or analogous obligation; 
 (4) make any Security payable in money other than that stated in the Security; 

(5) change the amount or time of any payment required by the Securities, or reduce the premium payable upon any redemption of the Securities,
or change the time before which no such redemption may be made; 
 (6) waive a Default or Event of Default in the payment of the principal
of, or interest or premium, if any, on, any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the
payment default that resulted from such acceleration); 
 (7) waive a redemption payment with respect to any Security, or change any of the
provisions with respect to the redemption of any Securities; 
 (8) make any changes in Section 6.6 or this Section 8.2, except to
increase any percentage of Securities the Holders of which must consent to any matter; or 

  
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 (9) take any other action otherwise prohibited by this Indenture to be taken without the
consent of each Holder affected thereby. 
 (10) change the coin or currency in which the principal of or premium, if any, or interest on
any Security is payable; 
 (11) impair the right of any Holder to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); 
 (b) Upon the request of the Company, accompanied
by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Securityholders as aforesaid and of the documents
described in Section 8.6, the Trustee shall join with the Company in the execution of such supplemental indenture, unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which
case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. 
 (c) It shall not be
necessary for the consent of the Holders under this Section 8.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. 

After an amendment or supplement under this Section 8.2 becomes effective, the Company shall mail to Securityholders a notice briefly
describing the amendment or supplement. Any failure of the Company to mail any such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture. 

8.3 COMPLIANCE WITH TRUST INDENTURE ACT. 

Every amendment to, or supplement of, this Indenture or the Securities shall comply with the TIA as then in effect. 

8.4 REVOCATION AND EFFECT OF CONSENTS. 

Until an amendment, supplement, waiver or other action becomes effective, a consent to it by a Holder of a Security is a continuing consent
conclusive and binding upon such Holder and every subsequent Holder of the same Security or portion thereof, and of any Security issued upon the transfer thereof or in exchange therefor or in place thereof, even if notation of the consent is not
made on any such Security. Any such Holder or subsequent Holder, however, may revoke the consent as to his Security or portion of a Security, if the Trustee receives the notice of revocation before the date the amendment, supplement, waiver or other
action becomes effective. 
 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders
entitled to consent to any amendment, supplement or waiver, which record date shall be at least 30 days prior to the first solicitation of such consent. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were
Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement or waiver, or to revoke any consent previously given, whether or not such Persons continue to be
Holders after such record date. 

  
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 After an amendment, supplement, waiver or other action becomes effective, it shall bind
every Securityholder, unless it makes a change described in any of clauses (1) through (9) of Section 8.2. In that case, the amendment, supplement, waiver or other action shall bind each Holder of a Security who has consented to it and
every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security; PROVIDED, that any such waiver shall not impair or affect the right of any Holder to receive payment of the
principal of, and interest and premium, if any, on, a Security, on or after the respective due dates expressed in such Security, or to bring suit for the enforcement of any such payment on or after such respective dates without the consent of such
Holder. 
 8.5 NOTATION ON OR EXCHANGE OF SECURITIES. 

If an amendment, supplement or waiver changes the terms of a Security of any Series, the Trustee may request the Holder of such Security to
deliver it to the Trustee. In such case, the Trustee shall place an appropriate notation on such Security about the changed terms and return it to the Holder. Alternatively, the Company, in exchange for such Security, may issue, and the Trustee
shall authenticate, a new security that reflects the changed terms. Failure to make the appropriate notation or issue a new Security shall not affect the validity and effect of such amendment, supplement or waiver. 

8.6 TRUSTEE TO SIGN AMENDMENTS, ETC. 

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 8 if the amendment, supplement or waiver
does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waiver the Trustee shall receive and, subject to
Section 7.1, shall be fully protected conclusively in relying upon an Officer’s Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by this Indenture and constitutes the legal,
valid and binding obligation of the Company enforceable against it in accordance with its terms. The Company may not sign an amendment or supplement until the Board of Directors of the Company approves it. 

ARTICLE 9 

DISCHARGE OF INDENTURE; DEFEASANCE 

9.1 DISCHARGE OF INDENTURE. 

The Company may terminate its obligations under the Securities of any Series and this Indenture with respect to such Series, except the
obligations referred to in the last paragraph of this Section 9.1, if there shall have been canceled by the Trustee, or delivered to the Trustee for cancellation, all Securities of such Series theretofore authenticated and delivered (other than
any Securities of such Series that are asserted to have been destroyed, lost or stolen and that shall have been replaced as provided in Section 2.8) and the Company has paid all sums payable by it hereunder or deposited all required sums with
the Trustee. 

  
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 After such delivery the Trustee upon request shall acknowledge in a writing prepared by or
on behalf of the Company the discharge of the Company’s obligations under the Securities of such Series and this Indenture, except for those surviving obligations specified below. 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company in Sections 7.7, 9.5 and 9.6 shall
survive. 
 9.2 LEGAL DEFEASANCE. 

The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date
upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall,
subject to Section 9.6, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders
of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, the Securities
of such Series when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this
Section 9.2 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series. 

9.3 COVENANT DEFEASANCE. 

At the option of the Company, pursuant to a Board Resolution, the Company shall be released from its obligations with respect to the
outstanding Securities of any Series under Sections 4.2 through 4.5, inclusive, and Section 5.1, with respect to the outstanding Securities of such Series, on and after the date the conditions set forth in Section 9.4 are satisfied
(hereinafter, “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified
section or portion thereof, whether directly or indirectly by reason of any reference elsewhere herein to any such specified Section or portion thereof or by reason of any reference in any such specified section or portion thereof to any other
provision herein or in any other document, but the remainder of this Indenture and the Securities of any Series shall be unaffected thereby. 

  
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 9.4 CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE. 

The following shall be the conditions to application of Section 9.2 or Section 9.3 to the outstanding Securities of a Series: 

(1) the Company shall irrevocably have deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the
requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not
later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, the outstanding Securities of such Series at the Stated
Maturity of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series; 

(2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such
deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law
applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); 

(3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with
respect to any securities of the Company; 
 (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; 
 (5) the Company
shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company
Act of 1940, as amended; 
 (6) in the case of an election under Section 9.2, the Company shall have delivered to the Trustee an
Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that or (ii) there has been a change in any applicable Federal income tax law with the
effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal
Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; 

  
 40 













 (7) in the case of an election under Section 9.3, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series 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; 

(8) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; 

(9) the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit under clause (1) was not made
by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and 
 (10) the
Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7. 

9.5 DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS. 

All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.4 in respect
of the outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to
the Holders of such Securities, of all sums due and to become due thereon in respect of principal, accrued interest and premium, if any, but such money need not be segregated from other funds except to the extent required by law. 

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations and Foreign Government Obligations deposited pursuant to Section 9.4 or the principal, interest and premium, if any, received in respect thereof other than any such tax, fee or other charge which by law is for the account of the
Holders of the outstanding Securities. 
 Anything in this Article 9 to the contrary notwithstanding, but subject to payment of any of
its outstanding fees and expenses, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by the Trustee as provided in Section 9.4 which, in the opinion of a
nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance. 

  
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 9.6 REINSTATEMENT. 

If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 9.1, 9.2, 9.3 or 9.4
by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to this Article 9 until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations, as the case may be, in accordance
with Section 9.1, 9.2, 9.3 or 9.4; PROVIDED, HOWEVER, that if the Company has made any payment of principal of, or accrued interest or premium, if any, on, any Securities because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 

9.7 MONEYS HELD BY PAYING AGENT. 

In connection with the satisfaction and discharge of this Indenture, all moneys then held by any Paying Agent under the provisions of this
Indenture shall, upon demand of the Company, be paid to the Trustee, or, if sufficient moneys have been deposited pursuant to Section 9.1, to the Company, and thereupon such Paying Agent shall be released from all further liability with respect
to such moneys. 
 9.8 MONEYS HELD BY TRUSTEE. 

Subject to applicable escheatment laws, any moneys deposited with the Trustee or any Paying Agent or then held by the Company in trust for the
payment of the principal of, or interest or premium, if any, on, any Security that are not applied but remain unclaimed by the Holder of such Security for two years after the date upon which the principal of, or interest or premium, if any, on, such
Security shall have respectively become due and payable shall be repaid to the Company upon Company Request, or if such moneys are then held by the Company in trust, such moneys shall be released from such trust; and the Holder of such Security
entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the Company for the payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease;
After payment to the Company or the release of any money held in trust by the Company, Securityholders entitled to the money must look only to the Company for payment as general creditors, unless applicable abandoned property law designates another
Person. 
 ARTICLE 10 

MISCELLANEOUS 

10.1 TRUST INDENTURE ACT CONTROLS. 

If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by
the TIA, the required provision shall control. If any provision of this Indenture modifies or excludes any provision of the TIA which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or
to be excluded, as the case may be. 

  
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 10.2 NOTICES. 

Any notice or communication shall be given in writing and delivered in Person, sent by facsimile (and receipt confirmed by telephone or
electronic transmission report), delivered by overnight courier service or mailed by first-class mail, postage prepaid, addressed as follows: 

If to the Company: 
 ServiceNow,
Inc. 
 2225 Lawson Lane 

Santa Clara, CA 95054 

Attention: Chief Financial Officer 

Copy to: 
 Skadden, Arps, Slate,
Meagher & Flom LLP 
 525 University Avenue 

Palo Alto, CA 94301 
 Fax: (650)
798-6549 
 Attention: Thomas J. Ivey, Esq. 

If to the Trustee: 
 Wells Fargo
Bank, National Association 
 600 South Fourth Street, 6th Floor 

MAC: N9300-060 

Minneapolis, MN 55415 

Attention: Corporate Trust Services – ServiceNow Administrator 

The Company or the Trustee by written notice to the other may designate additional or different addresses for subsequent notices or
communications. Any notice or communication to the Company or the Trustee shall be deemed to have been given or made as of the date so delivered if personally delivered; when receipt is confirmed by telephone or electronic transmission report, if
sent by facsimile; and three Business Days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee). 

Any notice or communication mailed to a Securityholder shall be mailed to such Securityholder by first-class mail, postage prepaid, at such
Securityholder’s address shown on the register kept by the Registrar. 
 Failure to mail, or any defect in, a notice or communication
to a Securityholder shall not affect its sufficiency with respect to other Securityholders. If a notice or communication to a Securityholder is mailed in the manner provided above, it shall be deemed duly given, three Business Days after such
mailing, whether or not the addressee receives it. 

  
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 In case by reason of the suspension of regular mail service, or by reason of any other
cause, it shall be impossible to mail any notice as required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice. 

In the case of Global Securities, notices or communications to be given to Securityholders shall be given to the Depository, in accordance
with its applicable policies as in effect from time to time. 
 10.3 COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS. 

Securityholders of any Series may communicate pursuant to TIA Section 312(b) with other Securityholders of that Series or any other Series
with respect to their rights under this Indenture or the Securities of that Series or any other Series. The Company, the Trustee, the Registrar and any other Person shall have the protection of TIA Section 312(c). 

10.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. 

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the
Trustee: 
 (1) an Officer’s Certificate (which shall include the statements set forth in Section 10.5 below) stating that, in the
opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of such
counsel, all such conditions precedent have been complied with. 
 10.5 STATEMENT REQUIRED IN CERTIFICATE AND OPINION.

 Each certificate and opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant
to Section 4.4) shall include: 
 (1) a statement that the Person making such certificate or opinion has read such covenant or
condition; 
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; 
 (3) a statement that, in the opinion of such Person, it or he has made such
examination or investigation as is necessary to enable it or him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(4) a statement as to whether or not, in the opinion of such Person, such covenant or condition has been complied with. 

  
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 10.6 RULES BY TRUSTEE AND AGENTS. 

The Trustee may make reasonable rules for action by or at meetings of Securityholders. The Registrar and Paying Agent may make reasonable rules
for their functions. 
 10.7 BUSINESS DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT. 

A “Business Day” is a day that is not a Legal Holiday. A “Legal Holiday” is a Saturday, a Sunday, a federally-recognized
holiday or a day on which banking institutions are not authorized or required by law, regulation or executive order to be open in the State of New York. 

If a payment date is a Legal Holiday at a Place of Payment, payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. “Place of Payment” means the place or places where the principal of, and interest and premium, if any, on, the Securities of a Series are payable as specified as
contemplated by Section 2.2. If the regular record date is a Legal Holiday, the record date shall not be affected. 
 10.8
GOVERNING LAW. 
 THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK. 
 10.9 NO ADVERSE
INTERPRETATION OF OTHER AGREEMENTS. 
 This Indenture may not be used to interpret another indenture, loan, security or debt
agreement of the Company or any Subsidiary thereof. No such indenture, loan, security or debt agreement may be used to interpret this Indenture. 

10.10 NO RECOURSE AGAINST OTHERS. 

A director, officer, employee, stockholder or incorporator, as such, of the Company shall not have any liability for any obligations of the
Company under the Securities or the Indenture. Each Securityholder by accepting a Security waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Securities. 

10.11 SUCCESSORS. 

All covenants and agreements of the Company in this Indenture and the Securities shall bind the Company’s successors and assigns, whether
so expressed or not. All agreements of the Trustee, any additional trustee and any Paying Agents in this Indenture shall bind their respective successors and assigns. 

  
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 10.12 MULTIPLE COUNTERPARTS. 

The parties may sign multiple counterparts of this Indenture. Each signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in
lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

10.13 TABLE OF CONTENTS, HEADINGS, ETC. 

The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 

10.14 SEVERABILITY. 

Each provision of this Indenture shall be considered separable, and if for any reason any provision which is not essential to the effectuation
of the basic purpose of this Indenture or the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and a Holder shall have
no claim therefor against any party hereto. 
 10.15 WAIVER OF JURY TRIAL. 

EACH OF THE COMPANY, THE TRUSTEE AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AS AMONG OR BETWEEN THE COMPANY, THE TRUSTEE AND/OR A HOLDER OF A SECURITY ONLY ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES. 

10.16 SUBMISSION TO JURISDICTION. 

The Company hereby irrevocably submits to the jurisdiction of any New York State court sitting in the Borough of Manhattan in the City of New
York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Indenture and the Securities, and irrevocably accepts for itself and in respect of
its property, generally and unconditionally, jurisdiction of the aforesaid courts. 
 10.17 USA PATRIOT ACT. 

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

  
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 10.18 FORCE MAJEURE 

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of
or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, pandemics, civil or military disturbances, nuclear or natural catastrophes or acts of God,
and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services or other unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility (it being understood that
the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to avoid and mitigate the effects of such occurrences and to resume performance as soon as practicable under the circumstances); 

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

					
	SERVICENOW, INC.
		
	By:	 	 /s/ Gina Mastantuono

		 	Name:	 	Gina Mastantuono
		 	Title:	 	Chief Financial Officer
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

		
	By:	 	 /s/ Maddy Hughes

		 	Name:	 	Maddy Hughes
		 	Title:	 	Vice President