FORM OF INDENTURE



 Exhibit 4.03 
  
 TRANSWITCH CORPORATION 
  
 issuer 
  
 DEBT SECURITIES 
  

  
 INDENTURE 
  
 DATED AS OF
                    , 2004 
  
 U.S. BANK NATIONAL ASSOCIATION 
  
 Trustee 
  









 CROSS-REFERENCE TABLE 
  

			
	 TIA
 Section

	  	 Indenture
 Section


	 310(a)(1)
	  	7.10
	 (a)(2)
	  	7.10
	 (a)(3)
	  	N.A.
	 (a)(5)
	  	7.10
	 (b)
	  	7.10
	 (c)
	  	N.A.
	 311(a)
	  	7.11
	 (b)
	  	7.11
	 (c)
	  	N.A.
	 312(a)
	  	5.01
	 (b)
	  	5.02
	 (c)
	  	5.02
	 313(a)
	  	5.04
	 (b)(1)
	  	5.04
	 (b)(2)
	  	5.04
	 (c)
	  	12.03
	 (d)
	  	5.04
	 314(a)(1)
	  	5.03
	 (a)(2)
	  	5.03
	 (a)(3)
	  	5.03
	 (a)(4)
	  	4.05
	 (b)
	  	N.A.
	 (c)(1)
	  	13.05
	 (c)(2)
	  	13.05
	 (c)(3)
	  	N.A.
	 (d)
	  	N.A.
	 (e)
	  	13.05
	 315(a)
	  	7.01
	 (b)
	  	6.07 & 13.03
	 (c)
	  	7.01
	 (d)
	  	7.01
	 (e)
	  	6.08
	 316(a)(last sentence)
	  	1.01
	 (a)(1)(A)
	  	6.06
	 (a)(1)(B)
	  	6.06
	 (a)(2)
	  	9.01(d)
	 (b)
	  	6.04
	 (c)
	  	5.05
	 317(a)(1)
	  	6.02
	 (a)(2)
	  	6.02
	 (b)
	  	4.04
	 318(a)
	  	13.07

  
 N.A. means Not Applicable.

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









 TABLE OF CONTENTS 
  

			
	 	  	Page


	 ARTICLE I
  
 Definitions

		
	 SECTION 1.01. Certain Terms Defined
	  	1
	 SECTION 1.02. Incorporation by Reference of Trust Indenture Act
	  	7
	 SECTION 1.03. Rules of Construction
	  	8
	
	 ARTICLE II
  
 Debt Securities

		
	 SECTION 2.01. Forms Generally
	  	8
	 SECTION 2.02. Form of Trustee’s Certificate of Authentication
	  	8
	 SECTION 2.03. Principal Amount; Issuable in Series
	  	9
	 SECTION 2.04. Execution of Debt Securities
	  	11
	 SECTION 2.05. Authentication and Delivery of Debt Securities
	  	11
	 SECTION 2.06. Denomination of Debt Securities
	  	12
	 SECTION 2.07. Registration of Transfer and Exchange
	  	12
	 SECTION 2.08. Temporary Debt Securities
	  	13
	 SECTION 2.09. Mutilated, Destroyed, Lost or Stolen Debt Securities
	  	14
	 SECTION 2.10. Cancellation of Surrendered Debt Securities
	  	15
	 SECTION 2.11. Provisions of the Indenture and Debt Securities for the Sole Benefit of the Parties and the Holders
	  	15
	 SECTION 2.12. Payment of Interest; Rights Preserved
	  	15
	 SECTION 2.13. Securities Denominated in Foreign Currencies
	  	15
	 SECTION 2.14. Wire Transfers
	  	16
	 SECTION 2.15. Securities Issuable in the Form of a Global Security
	  	16
	 SECTION 2.16. Medium Term Securities
	  	18
	 SECTION 2.17. Defaulted Interest
	  	18
	 SECTION 2.18. Judgments
	  	19
	
	 ARTICLE III
  
 Redemption of Debt Securities

		
	 SECTION 3.01. Applicability of Article
	  	19
	 SECTION 3.02. Notice of Redemption; Selection of Debt Securities
	  	19
	 SECTION 3.03. Payment of Debt Securities Called for Redemption
	  	21
	 SECTION 3.04. Mandatory and Optional Sinking Funds
	  	21
	 SECTION 3.05. Redemption of Debt Securities for Sinking Fund
	  	22
	
	 ARTICLE IV
  
 Particular Covenants of the Company

		
	 SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities
	  	23
	 SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities
	  	23

  










			
	 SECTION 4.03. Appointment to Fill a Vacancy in the Office of Trustee
	  	24
	 SECTION 4.04. Duties of Paying Agents, etc
	  	24
	 SECTION 4.05. Statement by Officers as to Default
	  	24
	 SECTION 4.06. Existence
	  	25
	 SECTION 4.07. Maintenance of Properties
	  	25
	 SECTION 4.08. Payment of Taxes and Other Claims
	  	25
	
	 ARTICLE V
  
 Holders’ Lists and Reports by the Company And the Trustee

		
	 SECTION 5.01. Company to Furnish Trustee Information as to Names and Addresses of Holders; Preservation of Information
	  	25
	 SECTION 5.02. Communications to Holders
	  	26
	 SECTION 5.03. Reports by Company
	  	26
	 SECTION 5.04. Reports by Trustee
	  	26
	 SECTION 5.05. Record Dates for Action by Holders
	  	26
	
	 ARTICLE VI
  
 Remedies of the Trustee and Holders in Event of Default

		
	 SECTION 6.01. Events of Default
	  	27
	 SECTION 6.02. Collection of Indebtedness by Trustee, etc
	  	28
	 SECTION 6.03. Application of Moneys Collected by Trustee
	  	29
	 SECTION 6.04. Limitation on Suits by Holders
	  	30
	 SECTION 6.05. Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of Default
	  	30
	 SECTION 6.06. Rights of Holders of Majority in Principal Amount of Debt Securities to Direct Trustee and to Waive Default
	  	31
	 SECTION 6.07. Trustee to Give Notice of Defaults Known to It, but May Withhold Such Notice in Certain Circumstances
	  	31
	 SECTION 6.08. Requirement of an Undertaking To Pay Costs in Certain Suits under the Indenture or Against the Trustee
	  	31
	
	 ARTICLE VII
  
 Concerning the Trustee

		
	 SECTION 7.01. Certain Duties and Responsibilities
	  	32
	 SECTION 7.02. Certain Rights of Trustee
	  	33
	 SECTION 7.03. Trustee Not Liable for Recitals in Indenture or in Debt Securities
	  	34
	 SECTION 7.04. Trustee, Paying Agent or Registrar May Own Debt Securities
	  	34
	 SECTION 7.05. Moneys Received by Trustee to Be Held in Trust
	  	35
	 SECTION 7.06. Compensation and Reimbursement
	  	35
	 SECTION 7.07. Right of Trustee to Rely on an Officers’ Certificate Where No Other Evidence Specifically Prescribed
	  	35
	 SECTION 7.08. Separate Trustee; Replacement of Trustee
	  	35
	 SECTION 7.09. Successor Trustee by Merger
	  	37
	 SECTION 7.10. Eligibility; Disqualification
	  	37

  










			
	 SECTION 7.11. Preferential Collection of Claims Against Company
	  	37
	 SECTION 7.12. Compliance with Tax Laws
	  	37
	
	 ARTICLE VIII
  
 Concerning the Holders

		
	 SECTION 8.01. Evidence of Action by Holders
	  	37
	 SECTION 8.02. Proof of Execution of Instruments and of Holding of Debt Securities
	  	38
	 SECTION 8.03. Who May Be Deemed Owner of Debt Securities
	  	38
	 SECTION 8.04. Instruments Executed by Holders Bind Future Holders
	  	38
	
	 ARTICLE IX
  
 Supplemental Indentures

		
	 SECTION 9.01. Purposes for Which Supplemental Indenture May Be Entered into Without Consent of Holders
	  	39
	 SECTION 9.02. Modification of Indenture with Consent of Holders of Debt Securities
	  	40
	 SECTION 9.03. Effect of Supplemental Indentures
	  	41
	 SECTION 9.04. Debt Securities May Bear Notation of Changes by Supplemental Indentures
	  	42
	 SECTION 9.05. Payment for Consent
	  	42
	
	 ARTICLE X
  
 Consolidation, Merger, Sale or Conveyance

		
	 SECTION 10.01. Consolidations and Mergers of the Company
	  	42
	 SECTION 10.02. Rights and Duties of Successor Corporation
	  	42
	
	 ARTICLE XI
  
 Satisfaction and Discharge of Indenture; Defeasance; Unclaimed Moneys

		
	 SECTION 11.01. Applicability of Article
	  	43
	 SECTION 11.02. Satisfaction and Discharge of Indenture: Defeasance
	  	43
	 SECTION 11.03. Conditions of Defeasance
	  	44
	 SECTION 11.04. Application of Trust Money
	  	45
	 SECTION 11.05. Repayment to Company
	  	45
	 SECTION 11.06. Indemnity for U.S. Government Obligations
	  	45
	 SECTION 11.07. Reinstatement
	  	45
	
	 ARTICLE XII
  
 Subordination of Debt Securities

		
	 SECTION 12.01. Applicability of Article; Agreement To Subordinate
	  	45
	 SECTION 12.02. Liquidation, Dissolution, Bankruptcy
	  	46
	 SECTION 12.03. Default on Senior Indebtedness
	  	46
	 SECTION 12.04. Acceleration of Payment of Debt Securities
	  	47
	 SECTION 12.05. When Distribution Must Be Paid Over
	  	47

  










			
	 SECTION 12.06. Subrogation
	  	47
	 SECTION 12.07. Relative Rights
	  	47
	 SECTION 12.08. Subordination May Not Be Impaired by Company
	  	47
	 SECTION 12.09. Rights of Trustee and Paying Agent
	  	47
	 SECTION 12.10. Distribution or Notice to Representative
	  	48
	 SECTION 12.11. Article XII Not to Prevent Defaults or Limit Right to Accelerate
	  	48
	 SECTION 12.12. Trust Moneys Not Subordinated
	  	48
	 SECTION 12.13. Trustee Entitled to Rely
	  	48
	 SECTION 12.14. Trustee to Effectuate Subordination
	  	48
	 SECTION 12.15. Trustee Not Fiduciary for Holders of Senior Indebtedness
	  	48
	 SECTION 12.16. Reliance by Holders of Senior Indebtedness on Subordination Provisions
	  	49
	
	 ARTICLE XIII
  
 Miscellaneous Provisions

		
	 SECTION 13.01. Successors and Assigns of Company Bound by Indenture
	  	49
	 SECTION 13.02. Acts of Board, Committee or Officer of Successor Company Valid
	  	49
	 SECTION 13.03. Required Notices or Demands
	  	49
	 SECTION 13.04. Indenture and Debt Securities to Be Construed in Accordance with the Laws of the State of New York
	  	50
	 SECTION 13.05. Officers’ Certificate and Opinion of Counsel to Be Furnished upon Application or Demand by the Company
	  	50
	 SECTION 13.06. Payments Due on Legal Holidays
	  	50
	 SECTION 13.07. Provisions Required by Trust Indenture Act to Control
	  	51
	 SECTION 13.08. Computation of Interest on Debt Securities
	  	51
	 SECTION 13.09. Rules by Trustee, Paying Agent and Registrar
	  	51
	 SECTION 13.10. No Recourse Against Others
	  	51
	 SECTION 13.11. Severability
	  	51
	 SECTION 13.12. Effect of Headings
	  	51
	 SECTION 13.13. Indenture May Be Executed in Counterparts
	  	51

  
  









 INDENTURE dated as of
                     , 2004, between TRANSWITCH CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware
(hereinafter sometimes called the “Company”), and U.S. Bank National Association, a national banking association (hereinafter sometimes called the “Trustee”). 
  
 RECITALS OF THE COMPANY 
  
 The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures, notes, bonds
or other evidences of indebtedness to be issued in one or more series unlimited as to principal amount (herein called the “Debt Securities”), as in this Indenture provided. 
  
 NOW, THEREFORE, THIS INDENTURE WITNESSETH 
  
 In consideration of the premises, and of the purchase and acceptance of the Debt Securities by the holders thereof, the
Company and the Trustee covenant and agree with each other, for the benefit of the respective Holders from time to time of the Debt Securities or any series thereof, as follows: 
  
 ARTICLE I 
  
 Definitions 
  
 SECTION 1.01 Certain Terms Defined. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture which are defined in the Trust Indenture Act or
which are by reference therein defined in the Securities Act (except as herein otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in the Trust Indenture Act and in the Securities
Act as in force as of the date of original execution of this Indenture. 
  
 “Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition,
“control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing. 
  
 “Authorized Newspaper” means a newspaper in an official language of the country of publication customarily published at least once a day, and customarily published for at least five days in each
calendar week, and of general circulation in such city or cities specified pursuant to Section 2.03 with respect to the Debt Securities of any series. Where successive publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any business day in such city. 
  
 “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of
debtors. 
  
 “Board of Directors” means either
the Board of Directors of the Company or any duly authorized committee or subcommittee of such Board, except as the context may otherwise require. 
  









 “business day” means, when used with respect to any Place of Payment specified pursuant
to Section 2.03, any day that is not a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies in such Place of Payment are authorized or obligated by law to close, except as otherwise specified pursuant to
Section 2.03. 
  
 “Capitalized Lease Obligation”
means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP; and the amount of Indebtedness represented by such obligation shall be the capitalized amount of
such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee
without payment of a penalty. 
  
 “Capital Stock”
of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests (including partnership interests) in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity. 
  
 “Common Stock” means the common shares, $0.001 par value per share, of the Company, which stock is currently listed on the Nasdaq Stock Market, Inc. 
  
 “Company” means TranSwitch Corporation, a Delaware corporation, and, subject to the provisions of Article
X, shall also include its successors and assigns. 
  
 “Company Order” means a written order of the Company, signed by its Chairman of the Board, its Vice Chairman, Chief Executive Officer, President, any Vice President, the Chief Financial Officer, the Controller or chief
accounting officer and by its Treasurer, Secretary, any Assistant Treasurer or any Assistant Secretary. 
  
 “corporate trust office of the Trustee” or other similar term means the office of the Trustee at which the corporate trust business of
the Trustee shall, at any particular time, be principally administered in the United States of America, except that with respect to the presentation of Debt Securities for payment or for registration of transfer and exchange, such term shall also
mean the office of the Trustee or the Trustee’s agent, which office at the date hereof is located at U.S. Bank National Association, One Federal Street, Third Floor, Boston, MA 02110 Attention: Corporate Trust Services / Chi C. Ma. 

 
 “Currency” means Dollars or Foreign Currency. 

 
 “Debt Security” or “Debt Securities” has
the meaning stated in the first recital of this Indenture and more particularly means any debt security or debt securities, as the case may be, of any series authenticated and delivered under this Indenture. 
  
 “Default” means any event which is, or after notice or
passage of time or both would be, an Event of Default. 
  
 “Depositary” means, unless otherwise specified by the Company pursuant to either Section 2.03 or 2.15, with respect to registered Debt Securities of any series issuable or issued in whole or in part in the form of one or
more Global Securities, The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing agency under the Exchange Act or other applicable statute or regulations. 
  

 - 2 - 








 “Designated Senior Indebtedness” means any Senior Indebtedness of the Company as to
which the Company has notified the Trustee at the time of issuance thereof, or upon execution of this Indenture that such Senior Indebtedness will be treated as Designated Senior Indebtedness under this Indenture, or as designated as such in an
agreement between the Company and the holder of the Senior Indebtedness. 
  
 “Disqualified Stock” of a Person means Redeemable Stock of such Person as to which the maturity, mandatory redemption, conversion or exchange or redemption at the option of the holder thereof occurs,
or may occur, on or prior to the first anniversary of the Stated Maturity of the Debt Securities as provided in a supplemental indenture setting forth the terms of such Debt Securities. 
  
 “Dollar” or “$” means such currency of the United States as at the time of payment is
legal tender for the payment of public and private debts. 
  
 “Dollar Equivalent” means, with respect to any monetary amount in a Foreign Currency, at any time for the determination thereof, the amount of Dollars obtained by converting such Foreign Currency involved in such
computation into Dollars at the spot rate for the purchase of Dollars with the applicable Foreign Currency as quoted by Citibank, N.A. (unless another comparable financial institution is designated by the Company) in New York, New York at
approximately 11:00 a.m. (New York time) on the date two business days prior to such determination. 
  
 “Event of Default” has the meaning specified in Section 6.01. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Foreign Currency” means a currency issued by the government
of any country (other than the United States) or the European Union or a composite currency the value of which is determined by reference to the values of the currencies of any group of countries. 
  
 “GAAP” means generally accepted accounting principles in the
United States as in effect as of the date on which the Debt Securities of the applicable series are issued, including those set forth in (i) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified
Public Accountants, (ii) statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession and (iii) the rules and regulations
of the SEC, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC. All ratios and computations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP consistently applied. 
  
 “Global Security” means with respect to any series of Debt Securities issued hereunder, a Debt Security which is executed by the Company and authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary’s instruction, all in accordance with this Indenture and any indentures supplemental hereto, or resolution of the Board of Directors and set forth in an Officers’ Certificate, which shall be registered in the name of the
Depositary or its nominee and which shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all the Outstanding Debt Securities of such series or any portion thereof, in either case having the same terms,
including, without limitation, the same original issue date, date or dates on which principal is due and interest rate or method of determining interest. 
  
 “Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other
obligation of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the 

  

 - 3 - 








 
purchase or payment of) such Indebtedness or other obligation of such other Person or (ii) entered into for purposes of assuring in any other manner the
obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “Guarantee” shall not include
endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning. 
  
 “Holder,” “Holder of Debt Securities” or other similar terms mean, with respect to a Registered Security, the Registered
Holder. 
  
 “Incur” means issue, assume,
Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise)
shall be deemed to be incurred by such Subsidiary at the time it becomes a Subsidiary. The terms “Incurred”, “Incurrence” and “Incurring” shall each have a correlative meaning. 
  
 “Indebtedness” means, with respect to any Person on any date
of determination (without duplication), (i) the principal of Indebtedness of such Person for borrowed money; (ii) the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (iii) all Capitalized
Lease Obligations of such Person; (iv) all obligations of such Person to pay the deferred and unpaid purchase price of property or services (except Trade Payables); (v) all obligations of such Person in respect of letters of credit, banker’s
acceptances or other similar instruments or credit transactions (including reimbursement obligations with respect thereto), other than obligations with respect to letters of credit securing obligations (other than obligations described in (i)
through (iv) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third business day following
receipt by such Person of a demand for reimbursement following payment on the letter of credit; (vi) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (but excluding,
in each case, any accrued dividends); (vii) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such
Indebtedness shall be the lesser of (A) the fair market value of such asset at such date of determination and (B) the amount of such Indebtedness of such other Persons; and (viii) all Indebtedness of other Persons to the extent Guaranteed by such
Person. 
  
 For purposes of this definition, the maximum fixed
redemption, repayment or repurchase price of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price shall be calculated in accordance with the terms of such Stock as if such Stock were redeemed, repaid or
repurchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as
described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date. 
  
 “Indenture” means this instrument as originally executed, or, if amended or supplemented as herein provided, as so amended or
supplemented and shall include the form and terms of particular series of Debt Securities as contemplated hereunder, whether or not a supplemental indenture is entered into with respect thereto. 
  
 “Lien” means any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof). 
  
 “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President, any
Vice President, the Chief Financial Officer, the Controller or chief 

  

 - 4 - 








 
accounting officer and by the Treasurer, the Secretary or any Assistant Treasurer or Assistant Secretary of the Company. Each such certificate shall include
the statements provided for in Section 13.05, if applicable. 
  
 “Opinion of Counsel” means an opinion in writing signed by legal counsel for the Company (which counsel may be an employee of the Company), or outside counsel for the Company. Each such opinion shall include the statements
provided for in Section 13.05, if applicable. 
  
 “Original Issue Discount Debt Security” means any Debt Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration or acceleration of the maturity thereof pursuant
to Section 6.01. 
  
 “Outstanding” when used with
respect to any series of Debt Securities, means, as of the date of determination, all Debt Securities of that series theretofore authenticated and delivered under this Indenture, except: (i) Debt Securities of that series theretofore canceled by the
Trustee or delivered to the Trustee for cancellation; (ii) Debt Securities of that series for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any paying agent (other than the Company) in
trust or set aside and segregated in trust by the Company (if the Company shall act as its own paying agent) for the holders of such Debt Securities; provided, however, that, if such Debt Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and (iii) Debt Securities of that series which have been paid pursuant to Section 2.09 or in exchange for or in lieu of which
other Debt Securities have been authenticated and delivered pursuant to this Indenture, other than any such Debt Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Debt Securities are
held by a bona fide purchaser in whose hands such Debt Securities are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Debt Securities of
any series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Debt Securities owned by the Company or any other obligor upon the Debt Securities or any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Debt Securities which a
Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Debt Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Debt Securities and that the pledgee is not the Company or any other obligor upon the Debt Securities or an Affiliate of the Company or of such other obligor. In determining whether the Holders of
the requisite principal amount of outstanding Debt Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Debt Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 6.01. In determining whether
the Holders of the requisite principal amount of the Outstanding Debt Securities of any series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a Debt Security denominated in one
or more foreign currencies or currency units that shall be deemed to be Outstanding for such purposes shall be the Dollar Equivalent, determined in the manner provided as contemplated by Section 2.03 on the date of original issuance of such Debt
Security, of the principal amount (or, in the case of any Original Issue Discount Security, the Dollar Equivalent on the date of original issuance of such Security of the amount determined as provided in the preceding sentence above) of such Debt
Security. 
  

 - 5 - 








 “Person” means any individual, corporation, partnership, joint venture, association,
limited liability company, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 
  
 “Place of Payment” means, when used with respect to the Debt Securities of any series, the place or places
where the principal of, and premium, if any, and interest on, the Debt Securities of that series are payable as specified pursuant to Section 2.03. 
  
 “Preferred Stock” as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation. 

 
 “Redeemable Stock” means, with respect to any Person, any
Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event (i) matures or is mandatorily redeemable (other than redeemable only for Capital Stock
of such Person which itself is not Disqualified Stock) pursuant to a sinking fund obligation or otherwise, (ii) is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock or (iii) is redeemable at the option of
the holder thereof or must be purchased upon the occurrence of any event, in whole or in part. 
  
 “Registered Holder” means the Person in whose name a Registered Security is registered in the Debt Security Register (as defined in Section 2.07(a)). 
  
 “Registered Security” means any Debt Security registered as
to principal and interest in the Debt Security Register (as defined in Section 2.07(a)). 
  
 “Registrar” has the meaning set forth in Section 2.07(a). 
  
 “Representative” means the trustee, agent or representative (if any) for an issue of Indebtedness. 
  
 “Responsible Officer” when used with respect to the Trustee,
means any officer within the Trustee, including any Vice President, any trust officer or any other officer of the Trustee performing functions similar to those performed by the persons who at the time shall be such officers, and any other officer of
the Trustee to whom corporate trust matters are referred because of his knowledge of and familiarity with the particular subject. 
  
 “SEC” means the U.S. Securities and Exchange Commission. 
  
 “Secured Indebtedness” means any Indebtedness of the Company secured by a Lien. 
  
 “Securities Act” means the Securities Act of 1933, as
amended. 
  
 “Senior Indebtedness” means, as to
any series of Debt Securities subordinated pursuant to the provisions of Article XII, the Indebtedness of the Company identified as Senior Indebtedness in the resolution of the Board of Directors and accompanying Officers’ Certificate or
supplemental indenture setting forth the terms of such Debt Securities. 
  
 “Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory
redemption provision (but excluding any provision providing for the repurchase of such 

  

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security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

  
 “Subordinated Debt Securities” means any Debt
Securities that are subordinated as contemplated by paragraph (21) of the second paragraph of Section 2.03. 
  
 “Subsidiary” of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total
voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person,
(ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person. 
  
 “Trade Payables” means, with respect to any Person, any accounts payable or any Indebtedness or monetary obligation to trade creditors
created, assumed or Guaranteed by such Person arising in the ordinary course of business of such Person in connection with the acquisition of goods or services. 
  

“Trustee” initially means U.S. Bank National Association and any other Person or Persons appointed as such from time to time pursuant
to Section 7.08, and, subject to the provisions of Article VII, includes its or their successors and assigns. If at any time there is more than one such Person, “Trustee” as used with respect to the Debt Securities of any series shall mean
the Trustee with respect to the Debt Securities of that series. 
  
 “Trust Indenture Act” (except as herein otherwise expressly provided) means the Trust Indenture Act of 1939 as in force at the date of this indenture as originally executed and, to the extent required by law, as amended.

  
 “United States” means the United States of
America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. 
  
 “U.S. Government Obligations” means securities that are (x) direct obligations of the United States for the payment of which its full
faith and credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the
United States, which, in either case, are not callable or redeemable at the option of the issuer thereof. 
  
 “Yield to Maturity” means the yield to maturity calculated at the time of issuance of a series of Debt Securities, or, if applicable, at
the most recent redetermination of interest on such series and calculated in accordance with accepted financial practice. 
  
 SECTION 1.02. Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the Trust Indenture Act
which are incorporated by reference in and made a part of this indenture. The following Trust Indenture Act terms have the following meanings: 
  
 “indenture securities” means the Debt Securities. 
  
 “indenture security holder” means a Holder. 
  
 “indenture to be qualified” means this Indenture. 
  
 “indenture trustee” or “institutional
trustee” means the Trustee. 
  

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 “obligor” on the indenture securities means the Company and any other obligor on the
Debt Securities. 
  
 All other Trust Indenture Act terms used in
this Indenture that are defined by the Trust indenture Act, reference to another statute or defined by rules of the Securities and Exchange Commission have the meanings assigned to them by such definitions. 
  
 SECTION 1.03. Rules of Construction. Unless the context otherwise
requires: 
  

	 	(1)	a term has the meaning assigned to it; 

  

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

  

	 	(3)	“or” is not exclusive; 

  

	 	(4)	“including” means including without limitation; 

  

	 	(5)	words in the singular include the plural and words in the plural include the singular; 

  

	 	(6)	if the applicable series of Debt Securities are subordinated pursuant to Article XII, unsecured indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness
merely by virtue of its nature as unsecured indebtedness; 

  

	 	(7)	the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer
dated such date prepared in accordance with GAAP; and 

  

	 	(8)	the principal amount of any Preferred Stock shall be the greater of (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory
repurchase price with respect to such Preferred Stock. 

  
 ARTICLE II 
  
 Debt Securities 
  
 SECTION 2.01. Forms Generally. The Debt Securities of each series
shall be in substantially the form established without the approval of any Holder by or pursuant to a resolution of the Board of Directors or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as the Company may deem appropriate (and, if not
contained in a supplemental indenture entered into in accordance with Article IX, as are not prohibited by the provisions of this Indenture) or as may be required or appropriate to comply with any law or with any rules made pursuant thereto or with
any rules of any securities exchange on which such series of Debt Securities may be listed, or to conform to general usage, or as may, consistently herewith, be determined by the officers executing such Debt Securities as evidenced by their
execution of the Debt Securities. 
  
 The definitive Debt
Securities of each series, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution of such
Debt Securities, if any. 
  

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 SECTION 2.02. Form of Trustee’s Certificate of Authentication. The Trustee’s Certificate
of Authentication on all Debt Securities authenticated by the Trustee shall be in substantially the following form: 
  
 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture. 
  

			
	 
	

	As Trustee
		
	By	 	 
	 	 	

	 	 	Authorized Signatory


  
 SECTION 2.03.
Principal Amount; Issuable in Series. The aggregate principal amount of Debt Securities which may be issued, executed, authenticated, delivered and outstanding under this Indenture is unlimited. 
  
 The Debt Securities may be issued in one or more series. There shall be
established, without the approval of any Holders, in or pursuant to a resolution of the Board of Directors and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Debt
Securities of any series any or all of the following: 
  

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

  

	 	(2)	any limit upon the aggregate principal amount of the Debt Securities of the series which may be authenticated and delivered under this Indenture (except for Debt Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the series pursuant to this Article II); 

  

	 	(3)	the date or dates on which the principal and premium, if any, of the Debt Securities of the series are payable or the method of determination thereof; 

  

	 	(4)	the rate or rates (which may be fixed or variable) at which the Debt Securities of the series shall bear interest, if any, or the method of determining such rate or rates, the date
or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable, or the method by which such date will be determined, the terms of any deferral of interest and the additional interest, if any,
thereon, the right, if any, of the Company to extend the interest payment periods and the duration of the extensions and, in the case of Registered Securities, the record dates for the determination of Holders thereof to whom such interest is
payable; and the basis upon which interest will be calculated if other than that of a 360-day year of twelve thirty-day months; 

  

	 	(5)	the Place or Places of Payment, if any, in addition to or instead of the corporate trust office of the Trustee where the principal of, and interest on, Debt Securities of the series
shall be payable; 

  

	 	(6)	the price or prices at which, the period or periods within which and the terms and conditions upon which Debt Securities of the series may be redeemed, in whole or in part, at the
option of the Company or otherwise; 

  

	 	(7)	the obligation, if any, of the Company to redeem, purchase or repay Debt Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder
thereof, and the price or prices to which and the period or periods within which and the terms and conditions upon which Debt Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligations;


  

	 	(8)	 the terms, if any, upon which the Debt Securities of the series may be convertible into or exchanged for Common Stock, Preferred Stock (which may be represented by
depositary shares), other Debt Securities or warrants for Common Stock, Preferred Stock or 



  

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Indebtedness or other securities of any kind of the Company or any other obligor and the terms and conditions upon which such conversion or exchange shall be
effected, including the initial conversion or exchange price or rate, the conversion or exchange period and any other provision in addition to or in lieu of those described herein; 


  

	 	(9)	if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Debt Securities of the series shall be issuable; 

  

	 	(10)	if the amount of principal of or any premium or interest on Debt Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which
such amounts will be determined; 

  

	 	(11)	if the principal amount payable at the Stated Maturity of Debt Securities of the series will not be determinable as of any one or more dates prior to such Stated Maturity, the
amount which will be deemed to be such principal amount as of any such date for any purpose, including the principal amount thereof which will be due and payable upon any maturity other than the Stated Maturity or which will be deemed to be
Outstanding as of any such date (or, in any such case, the manner in which such deemed principal amount is to be determined); and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the
definition of Dollar Equivalent; 

  

	 	(12)	any changes or additions to Article XI, including the addition of additional covenants that may be subject to the covenant defeasance option pursuant to Section 11.02(b)(ii);


  

	 	(13)	if other than such coin or Currency of the United States as at the time of payment is legal tender for payment of public and private debts, the coin or Currency or Currencies or
units of two or more Currencies in which payment of the principal of and premium, if any, and interest on, Debt Securities of the series shall be payable; 

  

	 	(14)	if other than the principal amount thereof, the portion of the principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration of the
maturity thereof pursuant to Section 6.01 or provable in bankruptcy pursuant to Section 6.02; 

  

	 	(15)	the terms, if any, of the transfer, mortgage, pledge or assignment as security for the Debt Securities of the series of any properties, assets, moneys, proceeds, securities or other
collateral, including whether certain provisions of the Trust Indenture Act are applicable and any corresponding changes to provisions of this Indenture as currently in effect; 

  

	 	(16)	any addition to or change in the Events of Default with respect to the Debt Securities of the series and any change in the right of the Trustee or the Holders to declare the
principal of and interest on, such Debt Securities due and payable; 

  

	 	(17)	if the Debt Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities, the terms and conditions, if any, upon which such Global
Security or Securities may be exchanged in whole or in part for other individual Debt Securities in definitive registered form; and the Depositary for such Global Security or Securities and the form of any legend or legends to be borne by any such
Global Security or Securities in addition to or in lieu of the legend referred to in Section 2.15; 

  

	 	(18)	any trustees, authenticating or paying agents, transfer agents or registrars; 

  


	 	(19)	the applicability of, and any addition to or change in the covenants and definitions currently set forth in this Indenture or in the terms currently set forth in Article X,
including conditioning any merger, conveyance, transfer or lease permitted by Article X upon the satisfaction of an Indebtedness coverage standard by the Company and Successor Company (as defined in Article X); 

  

	 	(20)	the terms, if any, of any Guarantee of the payment of principal of, and premium, if any, and interest on, Debt Securities of the series and any corresponding changes to the
provisions of this Indenture as currently in effect; 

  

	 	(21)	the subordination, if any, of the Debt Securities of the series pursuant to Article XII and the terms of the subordination and any changes or additions to Article XII;


  

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	 	(22)	with regard to Debt Securities of the series that do not bear interest, the dates for certain required reports to the Trustee; and 

  

	 	(23)	any other terms of the Debt Securities of the series (which terms shall not be prohibited by the provisions of this Indenture). 

  
 All Debt Securities of any one series appertaining thereto shall be
substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of the Board of Directors and as set forth in such Officers’ Certificate or in any such indenture supplemental hereto.
All Debt 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 such Board of Directors resolution, such Officers’
Certificate or such supplemental indenture. 
  
 SECTION 2.04.
Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Company by its Chairman of the Board, its Vice Chairman, its Chief Executive Officer, its President, any Vice President, its Chief Financial Officer, its
Treasurer, its Corporate Controller or its Secretary. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt
Securities. The seal of the Company, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. 
  
 Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore
recited, signed manually by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by the Company shall be conclusive evidence that
the Debt Security so authenticated has been duly authenticated and delivered hereunder. 
  
 In case any officer of the Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or
disposed of by the Company, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the Company; and any Debt Security may be
signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the Company, although at the date of such Debt Security or of the execution of this Indenture any such
Person was not such officer. 
  
 SECTION 2.05. Authentication
and Delivery of Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series executed by the Company to the Trustee for authentication, and the
Trustee shall thereupon authenticate and deliver said Debt Securities to or upon a Company Order. In authenticating such Debt Securities and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon: 
  

	 	(1)	a copy of any resolution or resolutions of the Board of Directors, certified by the Secretary or Assistant Secretary of the Company, authorizing the terms of issuance of any series
of Debt Securities; 

  

	 	(2)	an executed supplemental indenture, if any; 

  

	 	(3)	an Officers’ Certificate; and 

  

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	 	(4)	an Opinion of Counsel prepared in accordance with Section 13.05 substantially to the effect that: 

  

	 	(a)	the form of such Debt Securities has been duly authorized in conformity with the provisions of this Indenture; 

  

	 	(b)	the terms of such Debt Securities have been duly authorized in conformity with the provisions of this Indenture; 

  

	 	(c)	such Debt Securities, when authenticated and delivered by the Trustee and issued by the Company in accordance with the provisions of this Indenture, delivered to and duly paid for
by the purchasers thereof, and subject to any conditions specified in such opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms except as the enforceability thereof may
be limited by (i) bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent transfer or similar laws affecting the enforcement of creditors’ rights generally and (ii) equitable principles of general applicability; and


  

	 	(d)	the Company has the corporate power to issue such Debt Securities and has duly taken all necessary corporate action with respect to such issuance 

  
 Such Opinion of Counsel need express no opinion as to the enforceability of
Section 7.06 or as to whether a court in the United States would render a money judgment in a currency other than that of the United States. Such counsel may rely on opinions of other counsel (copies of which shall be delivered to the Trustee), and,
to the extent such opinion involves factual matters, such counsel may rely upon certificates of officers of the Company and certificates of public officials. 
  
 The Trustee shall have the right to decline to authenticate and deliver any Debt Securities under this Section 2.05 if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors, trustees or vice presidents shall determine that such action
would expose the Trustee to personal liability to existing Holders. 
  
 The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Debt Securities of any series. Unless limited by the terms of such appointment, an authenticating agent may authenticate Debt Securities
whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, paying agent or agent for service of notices and
demands. 
  
 Unless otherwise provided in the form of Debt
Security for any series, each Debt Security shall be dated the date of its authentication. 
  
 SECTION 2.06. Denomination of Debt Securities. Unless otherwise provided in the form of Debt Security for any series, the Debt Securities of each series shall be issuable only as Registered Securities in such
denominations as shall be specified or contemplated by Section 2.03. In the absence of any such specification with respect to the Debt Securities of any series, the Debt Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof. 
  
 SECTION 2.07. Registration of
Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the transfer of Registered Securities as in this Article II provided. At all reasonable times the Debt Security Register
shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section
4.02, the Company shall execute and the Trustee shall 

  

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authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a
like aggregate principal amount. 
  
 Unless and until otherwise
determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the corporate trust office of the
Trustee and, for this purpose, the Trustee shall be designated “Registrar”. 
  
 Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to
Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive. 
  
 (b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee
or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in
writing. 
  
 All Debt Securities issued in exchange for or upon
transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. 
  
 No service charge shall be made for any exchange or registration of transfer
of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this
Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. 
  
 The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any
mailing of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. 
  
 Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent
or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and
for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. 
  
 None of the Company, the Trustee, any agent of the Trustee, any paying agent
or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests. 
  
 SECTION 2.08.
Temporary Debt Securities. Pending the preparation of definitive Debt Securities of any series, the Company may execute and the Trustee shall authenticate and deliver temporary Debt Securities (printed, lithographed, photocopied, typewritten
or otherwise produced) of any 

  

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authorized denomination, and substantially in the form of the definitive Debt Securities in lieu of which they are issued, in registered form and with such
omissions, insertions and variations as may be appropriate for temporary Debt Securities, all as may be determined by the Company with the concurrence of the Trustee. Temporary Debt Securities may contain such reference to any provisions of this
Indenture as may be appropriate. Every temporary Debt Security shall be executed by the Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Debt
Securities. 
  
 If temporary Debt Securities of any series are
issued, the Company will cause definitive Debt Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Debt Securities of such series, the temporary Debt Securities of such series shall be
exchangeable for definitive Debt Securities of such series upon surrender of the temporary Debt Securities of such series at the office or agency of the Company at a Place of Payment for such series, without charge to the Holder thereof, except as
provided in Section 2.07 in connection with a transfer, and upon surrender for cancellation of any one or more temporary Debt Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Debt Securities of the same series of authorized denominations and of like tenor. Until so exchanged, temporary Debt Securities of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Debt Securities of such series, except as otherwise specified as contemplated by Section 2.03(17) with respect to the payment of interest on Global Securities in temporary form. 
  
 Upon any exchange of a portion of a temporary Global Security for a
definitive Global Security or for the individual Debt Securities represented thereby pursuant to Section 2.07 or this Section 2.08, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount
evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed. 
  

SECTION 2.09. Mutilated, Destroyed, Lost or Stolen Debt Securities. If (i) any mutilated Debt Security is surrendered to the Trustee at its
corporate trust office (in the case of Registered Securities) or (ii) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Debt Security, and there is delivered to the Company and the Trustee
such security or indemnity as may be required by them to save each of them and any paying agent harmless, and neither the Company nor the Trustee receives notice that such Debt Security has been acquired by a bona fide purchaser, then the Company
shall execute and, upon a Company Order, the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Debt Security, a new Debt Security of the same series of like tenor, form, terms and
principal amount, bearing a number not contemporaneously Outstanding. Upon the issuance of any substituted Debt Security, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses connected therewith. In case any Debt Security which has matured or is about to mature or which has been called for redemption shall become mutilated or be destroyed, lost or stolen, the Company may, instead
of issuing a substituted Debt Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Debt Security) if the applicant for such payment shall furnish the Company and the Trustee with such
security or indemnity as either may require to save it harmless from all risk, however remote, and, in case of destruction, loss or theft, evidence to the satisfaction of the Company and the Trustee of the destruction, loss or theft of such Debt
Security and of the ownership thereof. 
  
 Every substituted Debt
Security of any series issued pursuant to the provisions of this Section 2.09 by virtue of the fact that any Debt Security is destroyed, lost or stolen shall constitute an original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Debt Security shall be found at any time, and shall be entitled to all the benefits of this Indenture equally 

  

 - 14 - 








 
and proportionately with any and all other Debt Securities of that series duly issued hereunder. All Debt Securities shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities, and shall preclude any and all other rights or remedies, notwithstanding any law or statute
existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. 
  

SECTION 2.10. Cancellation of Surrendered Debt Securities. All Debt Securities surrendered for payment, redemption, registration of transfer or
exchange shall, if surrendered to the Company or any paying agent or a Registrar, be delivered to the Trustee for cancellation by it, or if surrendered to the Trustee, shall be canceled by it, and no Debt Securities shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. All canceled Debt Securities held by the Trustee shall be destroyed (subject to applicable record retention requirements of the Exchange Act or other law that may be
applicable) and certification of their destruction delivered to the Company, unless otherwise directed. On request of the Company, the Trustee shall deliver to the Company canceled Debt Securities held by the Trustee. If the Company shall acquire
any of the Debt Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented thereby unless and until the same are delivered or surrendered to the Trustee for cancellation. The Company may
not issue new Debt Securities to replace Debt Securities it has redeemed, paid or delivered to the Trustee for cancellation. 
  
 SECTION 2.11. Provisions of the Indenture and Debt Securities for the Sole Benefit of the Parties and the Holders. Nothing in this Indenture or in
the Debt Securities, expressed or implied, shall give or be construed to give to any Person, other than the parties hereto, the Holders or any Registrar or paying agent, any legal or equitable right, remedy or claim under or in respect of this
Indenture, or under any covenant, condition or provision herein contained except as provided in Section 12 herein; all its covenants, conditions and provisions being for the sole benefit of the parties hereto, the Holders and any Registrar and
paying agents. 
  
 SECTION 2.12. Payment of Interest; Rights
Preserved. (a) Interest on any Registered Security that is payable and is punctually paid or duly provided for on any interest payment date shall be paid to the Person in whose name such Registered Security is registered at the close of business
on the regular record date for such interest notwithstanding the cancellation of such Registered Security upon any transfer or exchange subsequent to the regular record date. Payment of interest on Registered Securities shall be made at the
corporate trust office of the Trustee (except as otherwise specified pursuant to Section 2.03), or at the option of the Company, by check mailed to the address of the Person entitled thereto as such address shall appear in the Debt Security Register
or, if provided pursuant to Section 2.03 and in accordance with arrangements satisfactory to the Trustee, at the option of the Registered Holder by wire transfer to an account designated by the Registered Holder. 
  
 (b) Subject to the foregoing provisions of this Section 2.12 and Section
2.17, each Debt Security of a particular series delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Debt Security of the same series shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Debt Security. 
  
 SECTION 2.13. Securities Denominated in Foreign Currencies. 
  
 (a) Except as otherwise specified pursuant to Section 2.03 for Registered Securities of any series, payment of the principal of, and premium, if any, and interest on, Registered Securities of such series will be made
in Dollars. 
  

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 (b) For the purposes of calculating the principal amount of Debt Securities of any series denominated in
a Foreign Currency or in units of two or more Foreign Currencies for any purpose under this Indenture, the principal amount of such Debt Securities at any time Outstanding shall be deemed to be the Dollar Equivalent of such principal amount as of
the date of any such calculation. 
  
 In the event any Foreign
Currency or currencies or units of two or more Currencies in which any payment with respect to any series of Debt Securities may be made ceases to be a freely convertible Currency on United States Currency markets, for any date thereafter on which
payment of principal of, or premium, if any, or interest on, the Debt Securities of a series is due, the Company shall select the Currency of payment for use on such date, all as provided in the Debt Securities of such series. In such event, the
Company shall, as provided in the Debt Securities of such series, notify the Trustee of the Currency which it has selected to constitute the funds necessary to meet the Company’s obligations or such payment date and of the amount of such
Currency to be paid. Such amount shall be determined as provided in the Debt Securities of such series. The payment to the Trustee with respect to such payment date shall be made by the Company solely in the Currency so selected. 
  
 SECTION 2.14. Wire Transfers. Notwithstanding any other provision to
the contrary in this Indenture, the Company may make any payment of monies required to be deposited with the Trustee on account of principal of, or premium, if any, or interest on, the Debt Securities (whether pursuant to optional or mandatory
redemption payments, interest payments or otherwise) by wire transfer of immediately available funds to an account designated by the Trustee on or before the date such moneys are to be paid to the Holders of the Debt Securities in accordance with
the terms hereof. 
  
 SECTION 2.15. Securities Issuable in the
Form of a Global Security. (a) If the Company shall establish pursuant to Sections 2.01 and 2.03 that the Debt Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company
shall execute and the Trustee or its agent shall, in accordance with Section 2.05, authenticate and deliver, such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount
of, the Outstanding Debt Securities of such series to be represented by such Global Security or Securities, or such portion thereof as the Company shall specify in an Officers’ Certificate, (ii) shall be registered in the name of the Depositary
for such Global Security or securities or its nominee, (iii) shall be delivered by the Trustee or its agent to the Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially to the following effect:
“Unless and until it is exchanged in whole or in part for the individual Debt Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary”, or such other legend as may then be required by the Depositary for
such Global Security or Securities. 
  
 (b) Notwithstanding any
other provision of this Section 2.15 or of Section 2.07 to the contrary, and subject to the provisions of paragraph (c) below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for
definitive Debt Securities in registered form, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 2.07, only by the Depositary to a nominee of the Depositary for such Global Security, or by a nominee
of the Depositary to the Depositary or another nominee of the Depositary, or by the Depositary or a nominee of the Depositary to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor
Depositary. 
  
 (c) If at any time the Depositary for a Global
Security or Securities notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or Securities or if at any time the Depositary for the Debt Securities for such series shall no longer be eligible or in
good standing 

  

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under the Exchange Act or other applicable statute, rule or regulation, the Company shall appoint a successor Depositary with respect to such Global Security
or Securities. If a successor Depositary for such Global Security or Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company shall execute, and the Trustee
or its agent, upon receipt of a Company order for the authentication and delivery of such individual Debt Securities of such series in exchange for such Global Security, will authenticate and deliver, individual Debt Securities of such series of
like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security or securities. 
  
 The Company may at any time and in its sole discretion determine that the Debt Securities of any series or portion thereof
issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and
delivery of individual Debt Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Debt Securities of such series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such series or portion thereof in exchange for such Global Security or Securities. 
  
 If specified by the Company pursuant to Sections 2.01 and 2.03 with respect to Debt Securities issued or issuable in the form of a Global Security, the
Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for individual Debt Securities of such series of like tenor and terms in definitive form on such terms as are acceptable to the Company, the
Trustee and such Depositary. Thereupon the Company shall execute, and the Trustee or its agent upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series shall authenticate and deliver, without
service charge, (1) to each Person specified by such Depositary a new Debt Security or Securities of the same series of like tenor and terms and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in
exchange for such Persons beneficial interest in the Global Security; and (2) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the
surrendered Global Security and the aggregate principal amount of Debt Securities delivered to Holders thereof. 
  
 In any exchange provided for in any of the preceding three paragraphs, the Company will execute and the Trustee or its agent will authenticate and deliver
individual Debt Securities. Upon the exchange of the entire principal amount of a Global Security for individual Debt Securities, such Global Security shall be canceled by the Trustee or its agent. Except as provided in the preceding paragraph,
Registered Securities issued in exchange for a Global Security pursuant to this Section 2.15 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct
or indirect participants or otherwise, shall instruct the Trustee or the Registrar. The Trustee or the Registrar shall deliver such Registered Securities to the Persons in whose names such Registered Securities are so registered. 
  
 Payments in respect of the principal of and interest on any Debt Securities
registered in the name of the Depositary or its nominee will be payable to the Depositary or such nominee in its capacity as the registered owner of such Global Security. The Company and the Trustee may treat the Person in whose name the Debt
Securities, including the Global Security, are registered as the owner thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. None of the Company, the Trustee, any Registrar, the paying agent or any agent
of the Company or the Trustee will have any responsibility or liability for (a) any aspect of the records relating to or payments made on account of the beneficial ownership interests of the Global Security by the Depositary or its nominee or any of
the Depositary’s direct or indirect participants, or for maintaining, supervising or reviewing any 

  

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records of the Depositary, its nominee or any of its direct or indirect participants relating to the beneficial ownership interests of the Global Security,
(b) the payments to the beneficial owners of the Global Security of amounts paid to the Depositary or its nominee, or (c) any other matter relating to the actions and practices of the Depositary, its nominee or any of its direct or indirect
participants. None of the Company, the Trustee or any such agent will be liable for any delay by the Depositary, its nominee, or any of its direct or indirect participants in identifying the beneficial owners of the Debt Securities, and the Company
and the Trustee may conclusively rely on, and will be protected in relying on, instructions from the Depositary or its nominee for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the
Debt Securities to be issued). 
  
 SECTION 2.16. Medium Term
Securities. Notwithstanding any contrary provision herein, if all Debt Securities of a series are not to be originally issued at one time, it shall not be necessary for the Company to deliver to the Trustee an Officers’ Certificate,
resolutions of the Board of Directors, supplemental indenture, Opinion of Counsel or written order or any other document otherwise required pursuant to Section 2.01, 2.03, 2.05 or 13.05 at or prior to the time of authentication of each Debt Security
of such series if such documents are delivered to the Trustee or its agent at or prior to the authentication upon original issuance of the first such Debt Security of such series to be issued; provided, however, that any subsequent
request by the Company to the Trustee to authenticate Debt Securities of such series upon original issuance shall constitute a representation and warranty by the Company that, as of the date of such request, the statements made in the Officers’
Certificate delivered pursuant to Section 2.05 or 13.05 shall be true and correct as if made on such date and that the Opinion of Counsel delivered at or prior to such time of authentication of an original issuance of Debt Securities shall
specifically state that it shall relate to all subsequent issuances of Debt Securities of such series that are identical to the Debt Securities issued in the first issuance of Debt Securities of such series. 
  
 A Company Order delivered by the Company to the Trustee in the circumstances
set forth in the preceding paragraph may provide that Debt Securities which are the subject thereof will be authenticated and delivered by the Trustee or its agent on original issue from time to time upon the telephonic or written order of Persons
designated in such written order (any such telephonic instructions to be promptly confirmed in writing by such Person) and that such Persons are authorized to determine, consistent with the Officers’ Certificate, supplemental indenture or
resolution of the Board of Directors relating to such written order, such terms and conditions of such Debt Securities as are specified in such Officers’ Certificate, supplemental indenture or such resolution. 
  
 SECTION 2.17. Defaulted Interest. Any interest on any Debt Security of
a particular series which is payable, but is not punctually paid or duly provided for, on the dates and in the manner provided in the Debt Securities of such series and in this Indenture (herein called “Defaulted Interest”) shall forthwith
cease to be payable to the Registered Holder thereof on the relevant record date by virtue of having been such Registered Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (i) or (ii)
below: 
  

	 	(i)	 The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series are registered at the close
of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner: The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such
Registered Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to 



  

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such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of
such special record date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first class postage prepaid, to each Holder thereof
at its address as it appears in the Security Register, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been so mailed, such Defaulted
Interest shall be paid to the Persons in whose names the Registered Securities of such series are registered at the close of business on such special record date. 


  

	 	(ii)	The Company may make payment of any Defaulted Interest on the Registered Securities of such series in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Registered Securities of such series may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such
manner of payment shall be deemed practicable by the Trustee. 

  
 SECTION 2.18. Judgments. The Company may provide pursuant to Section 2.03 for Debt Securities of any series that (a) the obligation, if any, of the Company to pay the principal of, and premium, if any, and
interest on, the Debt Securities of any series in a Foreign Currency or Dollars (the “Designated Currency”) as may be specified pursuant to Section 2.03 is of the essence and agrees that, to the fullest extent possible under applicable
law, judgments in respect of Debt Securities of such series shall be given in the Designated Currency; (b) the obligation of the Company to make payments in the Designated Currency of the principal of, and premium, if any, and interest on, such Debt
Securities shall, notwithstanding any payment in any other Currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the Designated Currency that the Holder receiving such payment may, in accordance
with normal banking procedures, purchase with the sum paid in such other Currency (after any premium and cost exchange) on the business day in the country of issue of the Designated Currency or in the international banking community (in the case of
a composite currency) immediately following the day on which such Holder receives such payment; (c) if the amount in the Designated Currency that may be so purchased for any reason falls short of the amount originally due, the Company shall pay such
additional amounts as may be necessary to compensate for such shortfall; and (d) any obligation of the Company not discharged by such payment shall be due as a separate and independent obligation and, until discharged as provided herein, shall
continue in full force and effect. 
  
 ARTICLE III 
  
 Redemption of Debt Securities 
  
 SECTION 3.01. Applicability of Article. The provisions of this Article
shall be applicable to the Debt Securities of any series which are redeemable before their Stated Maturity except as otherwise specified as contemplated by Section 2.03 for Debt Securities of such series. 
  
 SECTION 3.02. Notice of Redemption; Selection of Debt Securities. In
case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Debt Securities of any series, the Company shall fix a date for redemption and shall give notice of such redemption at least 30 and not more
than 60 days prior to the date fixed for redemption to the Holders of Debt Securities of such series so to be redeemed as a whole or in part, in the manner provided in Section 13.03. The notice if 

  

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given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case,
failure to give such notice or any defect in the notice to the Holder of any Debt Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security of
such series. 
  
 Each such notice of redemption shall specify (i)
the date fixed for redemption, (ii) the redemption price at which Debt Securities of such series are to be redeemed, (iii) the Place or Places of Payment that payment will be made upon presentation and surrender of such Debt Securities, (iv) that
any interest accrued to the date fixed for redemption will be paid as specified in said notice, (v) that the redemption is for a sinking fund payment (if applicable), (vi) that, unless the Company defaults on making such redemption payment or unless
the Debt Securities of that series are subordinated pursuant to the terms of Article XII and the paying agent is prohibited from making such payment pursuant to the terms of this Indenture, on and after said date any interest thereon or on the
portions thereof to be redeemed will cease to accrue, (vii) that in the case of Original Issue Discount Securities original issue discount accrued after the date fixed for redemption will cease to accrue, (viii) the terms of the Debt Securities of
that series pursuant to which the Debt Securities of that series are being redeemed and (ix) 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 Debt Securities of
that series. If less than all the Debt Securities of a series are to be redeemed the notice of redemption shall specify the CUSIP numbers of the Debt Securities of that series to be redeemed. In case any Debt Security of a series is to be redeemed
in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt
Securities of that series in principal amount equal to the unredeemed portion thereof. 
  
 At least 60 days before the redemption date unless the Trustee consents to a shorter period, the Company shall give notice to the Trustee of the redemption date, the principal amount of Debt Securities to be redeemed
and the series and terms of the Debt Securities pursuant to which such redemption will occur. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply
with the conditions herein. If fewer than all the Debt Securities of a series are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall be not less than 15 days
after the date of notice to the Trustee. 
  
 Prior to 10:00 am on
the redemption date for any Registered Securities, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) an amount of money in the Currency in which such
Debt Securities are denominated (except as provided pursuant to Section 2.03) sufficient to pay the redemption price of such Registered Securities or any portions thereof that are to be redeemed on that date. 
  
 If less than all the Debt Securities of like tenor and terms of a series are
to be redeemed (other than pursuant to mandatory sinking fund redemptions) the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Debt Securities of that series or portions thereof (in multiples of
$1,000) to be redeemed. In any case where more than one Registered Security of such series is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one
Registered Security of such series. The Trustee shall promptly notify the Company in writing of the Debt Securities selected for redemption and, in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be
redeemed. If any Debt Security called for redemption shall not be so paid upon surrender thereof on such redemption date, the principal, premium, if any, and interest shall bear interest until paid from the redemption date at the rate borne by the
Debt Securities of that series. If less than all the Debt Securities of unlike tenor and terms of a series are to be redeemed, the particular Debt Securities to be redeemed shall be selected by the 

  

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Company. Provisions of this Indenture that apply to Debt Securities called for redemption also apply to portions of Debt Securities called for redemption.

  
 SECTION 3.03. Payment of Debt Securities Called for
Redemption. If notice of redemption has been given as provided in Section 3.02, the Debt Securities or portions of Debt Securities of the series with respect to which such notice has been given shall become due and payable on the date and at the
Place or Places of Payment stated in such notice at the applicable redemption price, together with any interest accrued to the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Debt
Securities at the applicable redemption price, together with any interest accrued to said date) any interest on the Debt Securities or portions of Debt Securities of any series so called for redemption shall cease to accrue and any original issue
discount in the case of Original Issue Discount Securities shall cease to accrue and such Debt Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the Holders
thereof shall have no right in respect of such Debt Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Debt Securities at the Place or
Places of Payment in said notice specified, the said Debt Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with any interest accrued thereon to the date fixed for
redemption. 
  
 Any Debt Security that is to be redeemed only in
part shall be surrendered at the corporate trust office or such other office or agency of the Company as is specified pursuant to Section 2.03, if the Company, the Registrar or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company, the Registrar and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing, and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder
of such Debt Security without service charge, a new Debt Security or Debt Securities of the same series, of like tenor and form, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for
the unredeemed portion of the principal of the Debt Security so surrendered; except that if a Global Security is so surrendered, the Company shall execute, and the Trustee shall authenticate and deliver to the Depositary for such Global Security,
without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the principal of the Global Security so surrendered. In the case of a Debt Security providing appropriate space for such notation,
at the option of the Holder thereof, the Trustee, in lieu of delivering a new Debt Security or Debt Securities as aforesaid, may make a notation on such Debt Security of the payment of the redeemed portion thereof. 
  
 SECTION 3.04. Mandatory and Optional Sinking Funds. The minimum amount
of any sinking fund payment provided for by the terms of Debt Securities of any series, resolution of the Board of Directors or a supplemental indenture is herein referred to as a “mandatory sinking fund payment”, and any payment in excess
of such minimum amount provided for by the terms of Debt Securities of any series, resolution of the Board of Directors or a supplemental indenture is herein referred to as an “optional sinking fund payment”. 
  
 In lieu of making all or any part of any mandatory sinking fund payment with
respect to any Debt Securities of a series in cash, the Company may at its option (a) deliver to the Trustee Debt Securities of that series theretofore purchased or otherwise acquired by the Company or (b) receive credit for the principal amount of
Debt Securities of that series which have been redeemed either at the election of the Company pursuant to the terms of such Debt Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Debt
Securities, resolution or supplemental indenture; provided, that such Debt Securities have not been previously so credited. Such Debt Securities shall be received and credited for such purpose by the Trustee at the redemption price specified
in such 

  

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Debt Securities, resolution or supplemental indenture for redemption through operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly. 
  
 SECTION 3.05.
Redemption of Debt Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any series of Debt Securities, the Company will deliver to the Trustee an Officers’ Certificate (which need not contain the
statements required by Section 13.05) specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, any resolution or supplemental indenture, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Debt Securities of that series pursuant to this Section 3.05 (which Debt Securities, if not previously redeemed, will accompany such
certificate) and whether the Company intends to exercise its right to make any permitted optional sinking fund payment with respect to such series. Such certificate shall be irrevocable and upon its delivery the Company shall be obligated to make
the cash payment or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company to deliver such certificate (or to deliver the Debt Securities specified in this paragraph) shall not
constitute a Default, but such failure shall require that the sinking fund payment due on the next succeeding sinking fund payment date for that series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such
Debt Securities subject to a mandatory sinking fund payment without the option to deliver or credit Debt Securities as provided in this Section 3.05 and without the right to make any optional sinking fund payment, if any, with respect to such
series. 
  
 Any sinking fund payment or payments (mandatory or
optional) made in cash plus any unused balance of any preceding sinking fund payments made in cash which shall equal or exceed $50,000 (or a lesser sum if the Company shall so request) with respect to the Debt Securities of any particular series
shall be applied by the Trustee on the sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the sinking fund payment date following the date of such payment) to the redemption of
such Debt Securities at the Redemption Price specified in such Debt Securities, resolution or supplemental indenture for operation of the sinking fund together with any accrued interest to the date fixed for redemption. Any sinking fund moneys not
so applied or allocated by the Trustee to the redemption of Debt Securities shall be added to the next cash sinking fund payment received by the Trustee for such series and, together with such payment, shall be applied in accordance with the
provisions of this Section 3.05. Any and all sinking fund moneys with respect to the Debt Securities of any particular series held by the Trustee on the last sinking fund payment date with respect to Debt Securities of such series and not held for
the payment or redemption of particular Debt Securities shall be applied by the Trustee, together with other moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the principal of the Debt Securities of that series at
its Stated Maturity. 
  
 The Trustee shall select the Debt
Securities to be redeemed upon such sinking fund payment date in the manner specified in the last paragraph of Section 3.02 and the Company shall cause notice of the redemption thereof to be given in the manner provided in Section 3.02 except that
the notice of redemption shall also state that the Debt Securities are being redeemed by operation of the sinking fund. Such notice having been duly given, the redemption of such Debt Securities shall be made upon the terms and in the manner stated
in Section 3.03. 
  
 At least one business day before each sinking
fund payment date, the Company shall pay to the Trustee (or, if the Company is acting as its own paying agent, the Company shall segregate and hold in trust) in cash a sum in the Currency in which the Debt Securities of such series are denominated
(except as provided pursuant to Section 2.03) equal to any interest accrued to the date fixed for redemption of Debt Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section 3.05. 
  

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 The Trustee shall not redeem any Debt Securities of a series with sinking fund moneys or mail any notice
of redemption of such Debt Securities by operation of the sinking fund for such series during the continuance of a Default in payment of interest on such Debt Securities or of any Event of Default (other than an Event of Default occurring as a
consequence of this paragraph) with respect to such Debt Securities, except that if the notice of redemption of any such Debt Securities shall theretofore have been mailed in accordance with the provisions hereof, the Trustee shall redeem such Debt
Securities if cash sufficient for that purpose shall be deposited with the Trustee for that purpose in accordance with the terms of this Article III. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such
Default or Event of Default shall occur and any moneys thereafter paid into such sinking fund shall, during the continuance of such Default or Event of Default, be held as security for the payment of such Debt Securities; provided,
however, that in case such Event of Default or Default shall have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date for such Debt Securities on which such moneys may be applied
pursuant to the provisions of this Section 3.05. 
  
 ARTICLE IV

  
 Particular Covenants of the Company 
  
 SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest
on, Debt Securities. The Company, for the benefit of each series of Debt Securities, will duly and punctually pay or cause to be paid the principal of, and premium, if any, and interest on, each of the Debt Securities at the place, at the
respective times and in the manner provided herein and in the Debt Securities. Each installment of interest on the Debt Securities may at the Company’s option be paid by mailing checks for such interest payable to the Person entitled thereto to
the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). 
  
 Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent
holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case
of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. 
  
 The Company shall pay interest on overdue principal at the rate specified
therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 
  
 SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain
in each Place of Payment for any series of Debt Securities, an office or agency where Debt Securities of such series may be presented or surrendered for payment, where Debt Securities of such series may be surrendered for transfer or exchange and
where notices and demands to or upon the Company in respect of the Debt Securities of such series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the
corporate trust office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands. 
  

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 The Company may also from time to time designate different or additional offices or agencies to be
maintained for such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its
obligations described in the preceding paragraph. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the Location of any such different or additional office or
agency. 
  
 SECTION 4.03. Appointment to Fill a Vacancy in the
Office of Trustee. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.08, a Trustee, so that there shall at all times be a Trustee hereunder with respect to each
series of Debt Securities. 
  
 SECTION 4.04. Duties of Paying
Agents, etc. (a) The Company shall cause each paying agent, if any, other than the Trustee, to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04,

  

	 	(i)	that it will hold all sums held by it as such agent for the payment of the principal of, and premium, if any, or interest on, the Debt Securities of any series (whether such sums
have been paid to it by the Company or by any other obligor on the Debt Securities of such series) in trust for the benefit of the Holders of the Debt Securities of such series; 

  

	 	(ii)	that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Debt Securities of such series) to make any payment of the principal of and
premium, if any, or interest on, the Debt Securities of such series when the same shall be due and payable; and 

  

	 	(iii)	that it will at any time during the continuance of an Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held by it as such agent.


  
 (b) If the Company shall act as its own paying
agent, it will, on or before each due date of the principal of, and premium, if any, or interest on, the Debt Securities if any, of any series, set aside, segregate and hold in trust for the benefit of the Holders of the Debt Securities of such
series a sum sufficient to pay such principal, premium, if any, or interest so becoming due. The Company will promptly notify the Trustee of any failure by the Company to take such action. 
  
 (c) Anything in this Section 4.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Debt Securities, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it or any
paying agent, as required by this Section 4.04, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such paying agent. 
  
 (d) Whenever the Company shall have one or more paying agents with respect to any series of Debt Securities, it will, prior
to each due date of the principal of, and premium, if any, or interest on, any Debt Securities of such series, deposit with any such paying agent a sum sufficient to pay the principal, premium or interest so becoming due, such sum to be held in
trust for the benefit of the Persons entitled thereto, and (unless any such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 
  
 (e) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this
Section 4.04 is subject to the provisions of Section 11.05 
  
 SECTION 4.05. Statement by Officers as to Default. The Company will deliver to the Trustee, on or before a date not more than 60 days after the end of each quarter and not more than four months 

  

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after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate stating, as to each officer signing such
certificate, that (i) in the course of his performance of his duties as an officer of the Company he would normally have knowledge of any Default, (ii) whether or not to the best of his knowledge any Default occurred during such year and (iii) if to
the best of his knowledge the Company is in Default, specifying all such Defaults and what action the Company is taking or proposes to take with respect thereto. As of the date hereof, the Company’s fiscal year ends on December 31. The Company
also shall comply with Section 314(a)(4) of the Trust Indenture Act. 
  
 SECTION 4.06. Existence. Subject to Article X, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence. 
  
 SECTION 4.07. Maintenance of Properties. The Company will cause all
properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order in all material respects and will cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on by the Company and its subsidiaries may be properly and advantageously conducted at all times; provided, however, that nothing
in this Section shall prevent the Company or a Subsidiary from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the judgment of the Company, not materially detrimental to the conduct of the business
of the Company and its Subsidiaries, taken as a whole, and not disadvantageous in any material respect to the Holders. 
  
 SECTION 4.08. Payment of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a Lien upon the property of the Company or any Subsidiary, provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings. 
  
 ARTICLE V 
  
 Holders’ Lists and Reports 
 by the Company And the Trustee

  
 SECTION 5.01. Company to Furnish Trustee Information as to
Names and Addresses of Holders; Preservation of Information. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee with respect to the Registered Securities of each series: 
  
 (a) not more than 15 days after each record date with respect to the payment
of interest, if any, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Registered Holders as of such record date, and 
  
 (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such
request, a list as of a date not more than 15 days prior to the time such list is furnished; 
  
 provided, however, that so long as the Trustee shall be the Registrar, such lists shall not be required to be furnished. 
  

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 The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the
names and addresses of the Holders (1) contained in the most recent list furnished to it as provided in this Section 5.01 or (2) received by it in the capacity of paying agent or Registrar (if so acting) hereunder. 
  
 SECTION 5.02. Communications to Holders. Holders may communicate
pursuant to Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under this Indenture or the Debt Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of
the Trust Indenture Act. 
  
 SECTION 5.03. Reports by
Company. (a) The Company shall comply with TIA §314(a). 
  
 (b) The Company covenants and agrees to file with the Trustee and the Securities and Exchange Commission, in accordance with the rules and regulations prescribed from time to time by said Commission, such additional information, documents,
and reports with respect to compliance by the Company with the conditions and covenants provided for in this Indenture as may be required from time to time by such rules and regulations. 
  
 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 (as to which the Trustee is
entitled to conclusively rely exclusively on Officers’ Certificates). 
  
 SECTION 5.04. Reports by Trustee. The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the
time and in the manner provided pursuant thereto. 
  
 Reports
pursuant to this Section 5.04 shall be transmitted by mail: 
  

	 	(1)	to all Registered Holders, as the names and addresses of such Holders appear in the Debt Security Register; 

  

	 	(2)	except in the cases of reports under Section 313(b)(2) of the Trust Indenture Act, to each holder of a Debt Security of any series whose name and address appear in the information
preserved at the time by the Trustee in accordance with Section 5.02. 

  
 A copy of each report at the time of its mailing to Holders shall be filed with the Securities and Exchange Commission and each stock exchange (if any) on which the Debt Securities of any series are listed. The
Company agrees to notify promptly the Trustee whenever the Debt Securities of any series become listed on any securities exchange and of any delisting thereof. 
  

SECTION 5.05. Record Dates for Action by Holders. If the Company shall solicit from the Holders of Debt Securities of any series any action
(including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action), the Company may, at its option, by resolution of the Board of Directors, fix in advance a record date for the
determination of Holders of Debt Securities entitled to take such action, but the Company shall have no obligation to do so. Any such record date shall be fixed at the Company’s discretion. If such a record date is fixed, such action may be
sought or given before or after the record date, but only the Holders of Debt Securities of record at the close of business on such record date shall be deemed to be Holders of Debt Securities for the purpose of determining whether Holders of the
requisite proportion of Debt Securities of such series Outstanding have authorized or agreed or consented to such action, and for that purpose the Debt Securities of such series Outstanding shall be computed as of such record date. 
  

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 ARTICLE VI 
  
 Remedies of the Trustee and Holders in Event of Default 
  
 SECTION 6.01. Events of Default. If any one or more of the following shall have occurred and be continuing with respect to Debt Securities of any
series (each of the following, an “Event of Default”): 
  
 (a) default in the payment of any installment of interest upon any Debt Securities of that series as and when the same shall become due and payable, whether or not such payment shall be prohibited by Article XII, if applicable, and
continuance of such default for a period of 30 days; or 
  
 (b)
default in the payment of the principal of or premium, if any, on any Debt Securities of that series as and when the same shall become due and payable, whether at maturity, upon redemption, by declaration, upon required repurchase or otherwise,
whether or not such payment shall be prohibited by Article XII, if applicable; or 
  
 (c) default in the payment of any sinking fund payment with respect to any Debt Securities of that series as and when the same shall become due and payable; or 
  
 (d) failure on the part of the Company to comply with Article X; or

  
 (e) failure on the part of the Company duly to observe or
perform any other of the covenants or agreements on the part of the Company in the Debt Securities of that series, in this Indenture with respect to such series or in any supplemental indenture with respect to such series (other than a covenant a
default in the performance of which is elsewhere in this Section specifically dealt with), continuing for a period of 60 days after the date on which written notice specifying such failure and requiring the Company to remedy the same shall have been
given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Debt Securities of that series at the time Outstanding; or 
  
 (f) the Company shall, pursuant to or within the meaning of any Bankruptcy
Law, (i) voluntarily commence any case, (ii) consent to the entry of an order for relief against it in an involuntary case, (iii) apply for or consent to the appointment of a receiver, trustee, custodian or similar official for the Company or for a
substantial part of its property, (iv) make a general assignment for the benefit of creditors or (v) take any comparable action under any foreign laws relating to insolvency; or 
  
 (g) the entry of an order or decree under any Bankruptcy Law by a court having competent jurisdiction for (i) relief in
respect of the Company or a substantial part of its property, (ii) the appointment of a receiver, trustee, custodian or similar official for the Company or for a substantial part of its property or (iii) the winding-up or liquidation of the Company;
and such order or decree shall continue unstayed and in effect for 60 consecutive days; or any similar relief is granted under any foreign laws and the order or decree stays in effect for 60 consecutive days; or 
  
 (h) any other Event of Default provided under the terms of the Debt
Securities of that series; 
  
 then and in each and every case that an Event of
Default (other than an Event of Default specified in Section 6.01(f) or (g)) with respect to Debt Securities of that series at the time outstanding occurs and is continuing, unless the principal of and interest on all the Debt Securities of that
series shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt Securities of that series then Outstanding hereunder, by notice in writing to the 

  

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Company (and to the Trustee if given by Holders), may declare the principal of (or, if the Debt Securities of that series are original issue Discount Debt
Securities, such portion of the principal amount as may be specified in the terms of that series), premium, if any, and accrued and unpaid interest on all the Debt Securities of that series to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Debt Securities of that series contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(f) or (g)
occurs, the principal amount of (or, if the Debt Securities of that series are original issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms of that series), premium, if any, and accrued and unpaid
interest on all the Debt Securities of each series shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 
  
 The Holders of a majority in principal amount of the Debt Securities of a
particular series by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree already rendered and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of acceleration. Upon any such rescission, the parties hereto shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers
of the parties hereto shall continue as though no proceeding had been taken. 
  
 In case the Trustee or any Holder shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other
reason or shall have been determined adversely to the Trustee or such Holder, then and in every such case the parties hereto shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the
parties hereto shall continue as though no such proceeding had been taken. 
  
 The foregoing Events of Default shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 
  
 The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any
event which with the giving of notice and the lapse of time would become an Event of Default under clause (d), (e), (f), (g) or (h), its status and what action the Company is taking or proposes to take with respect thereto. 
  
 SECTION 6.02. Collection of Indebtedness by Trustee, etc. If an Event
of Default occurs and is continuing, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid or
enforce the performance of any provision of the Debt Securities of the affected series or this Indenture, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the
Company or any other obligor upon the Debt Securities of such series (and collect in the manner provided by law out of the property of the Company or any other obligor upon the Debt Securities of such series wherever situated the moneys adjudged or
decreed to be payable). 
  
 In case there shall be pending
proceedings for the bankruptcy or for the reorganization of the Company or any other obligor upon the Debt Securities of any series under any Bankruptcy Law, or in case a receiver, trustee or other similar official shall have been appointed for a
substantial part of its 

  

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property, or in case of any other similar judicial proceedings relative to the Company or any other obligor upon the Debt Securities of any series, its
creditors or a substantial part of its property, 
  
 (a) the
Trustee, irrespective of whether the principal of Debt Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section 6.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, (i) to file and prove a claim or claims for the whole amount of principal, premium, if any, and interest (or, if the Debt Securities
of such series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Debt Securities of such series, (ii) to file such other papers or
documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee, its agents, attorneys and counsel, and for reimbursement of all expenses and liabilities Incurred,
and all advances made, by the Trustee except as a result of its negligence or willful misconduct) and of the Holders thereof allowed in any such judicial proceedings relative to the Company, or any other obligor upon the Debt Securities of such
series, its creditors or its property and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of such Holders and of the Trustee on
their behalf, and 
  
 (b) any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of such Holders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such Holders, to pay to the Trustee such amount as
shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other reasonable expenses and liabilities Incurred, and all advances made, by the Trustee except as a result of its negligence or willful
misconduct. 
  
 All rights of action and of asserting claims under
this Indenture, or under any of the Debt Securities, of any series, may be enforced by the Trustee without the possession of any such Debt Securities or the production thereof in any trial or other proceedings relative thereto, and any such action
or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment (except for any amounts payable to the Trustee pursuant to Section 7.06) shall be for the ratable benefit of the
Holders of all the Debt Securities in respect of which such action was taken. 
  
 In case of an Event of Default hereunder the Trustee may proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this
Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. 
  
 SECTION 6.03. Application of Moneys Collected by Trustee. Any moneys or other property collected by the Trustee pursuant to Section 6.02 with
respect to Debt Securities of any series shall be applied, after giving effect to the provisions of Article XII, if applicable, in the order following, at the date or dates fixed by the Trustee for the distribution of such moneys or other property,
upon presentation of the several Debt Securities of such series in respect of which moneys or other property have been collected, and the notation thereon of the payment, if only partially paid, and upon surrender thereof if fully paid: 

 
 First: To the payment of all money due the Trustee pursuant to
Section 7.06 in connection with such series of Debt Securities in respect of which moneys or other property is collected; 
  

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 Second: In case the principal of the Outstanding Debt Securities in respect of which such moneys
have been collected shall have become due, by declaration or otherwise, to the payment of the whole amount then owing and unpaid upon the Debt Securities of such series for principal and premium, if any, and interest, with interest on the overdue
principal and premium, if any, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the rate or Yield to Maturity (in the case of Original Issue Discount Debt Securities) borne by the Debt
Securities of such series; and, in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Debt Securities of such series, then to the payment of such principal and premium, if any, and interest, without
preference or priority of principal and premium, if any, over interest, or of interest over principal and premium, if any, or of any installment of interest over any other installment of interest, or of any Debt Security of such series over any Debt
Security of such series, ratably to the aggregate of such principal and premium, if any, and interest; and 
  
 Third: The remainder, if any, shall be paid to the Company, its successors or assigns. 
  
 The Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section 6.03. At least 15 days before such record date, the Company shall mail to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid. 
  
 SECTION 6.04. Limitation on Suits by Holders. No Holder of any Debt
Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the
continuance thereof, (b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such
Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be Incurred therein or thereby, (c) the
Trustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceedings and (d) no direction inconsistent with such written request shall have been given to the Trustee
pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by
virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture,
except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief
as can be given either at law or in equity. 
  
 Notwithstanding
any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security on or after the respective due
dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or effected without the consent of such Holder. 
  
 SECTION 6.05. Remedies Cumulative; Delay or Omission in Exercise of Rights
Not a Waiver of Default. Except as provided in Section 6.04, all powers and remedies given by this Article VI to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of 

  

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any thereof or of any other powers and remedies available to the Trustee or the Holders, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any Holder to exercise any right or power accruing upon any Default occurring and continuing as aforesaid, shall impair any such
right or power, or shall be construed to be a waiver of any such Default or an acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article VI or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders. 
  
 SECTION 6.06. Rights of Holders of Majority in Principal Amount of Debt Securities to Direct Trustee and to Waive Default. The Holders of a
majority in aggregate principal amount of the Debt Securities of any series at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred on the Trustee, with respect to the Debt Securities of such series; provided, however, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture, and that
subject to the provisions of Section 7.01, the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel shall determine that the action so directed may not lawfully be taken, or if the Trustee
shall by a Responsible Officer or officers determine that the action so directed would involve it in personal liability or would be unjustly prejudicial to Holders of Debt Securities of such series not taking part in such direction; and provided
further, however, that nothing in this Indenture contained shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction by such Holders. Prior to the acceleration
of the maturity of the Debt Securities of any series, as provided in Section 6.01, the Holders of a majority in aggregate principal amount of the Debt Securities of that series at the time Outstanding may on behalf of the Holders of all the Debt
Securities of that series waive any past Default or Event of Default and its consequences for that series, except (i) a Default in the payment of the principal of, and premium, if any, or interest on, any of the Debt Securities and (ii) a Default in
respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected thereby. In case of any such waiver, such Default shall cease to exist, any Event of Default arising therefrom shall be deemed to have been
cured for every purpose of this Indenture, and the Company, the Trustee and the Holders of the Debt Securities of that series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon. 
  
 SECTION 6.07. Trustee to Give Notice of Defaults Known to It, but May Withhold Such Notice in Certain Circumstances. The Trustee shall, within 90 days after the occurrence of a Default known to it with respect to a series of Debt
Securities give to the Holders thereof, in the manner provided in Section 13.03, notice of all Defaults with respect to such series known to the Trustee, unless such Defaults shall have been cured or waived before the giving of such notice;
provided that, except in the case of Default in the payment of the principal of, or premium, if any, or interest on, any of the Debt Securities of such series or in the making of any sinking fund payment with respect to the Debt Securities of
such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a committee of directors or Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interests of the Holders thereof. 
  
 SECTION 6.08. Requirement of an Undertaking To Pay Costs in Certain Suits under the Indenture or Against the Trustee. All parties to this Indenture agree, and each Holder of any Debt Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit in the manner and to the extent provided in the Trust Indenture Act, and that such court may in its discretion assess reasonable costs, including reasonable 

  

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attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section 6.08 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than ten percent in principal amount of the Outstanding
Debt Securities of that series or to any suit instituted by any Holder for the enforcement of the payment of the principal of, or premium, if any, or interest on, any Debt Security on or after the due date for such payment expressed in such Debt
Security. 
  
 ARTICLE VII 
  
 Concerning the Trustee 
  
 SECTION 7.01. Certain Duties and Responsibilities. The Trustee, prior
to the occurrence of an Event of Default and after the curing or waiving of all Events of Default with respect to the Debt Securities of a series which may have occurred with respect to such series, undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture. In case an Event of Default has occurred (which has not been cured or waived) with respect to the Debt Securities of a series, the Trustee shall exercise with respect to such series such of the
rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. 
  
 No provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 
  
 (a) this subsection shall not be construed to limit the effect of the first paragraph of this Section 7.01; 
  
 (b) prior to the occurrence of an Event of Default with respect to the Debt
Securities of a series and after the curing or waiving of all Events of Default with respect to such series which may have occurred: 
  

	 	(1)	the duties and obligations of the Trustee with respect to Debt Securities of any series shall be determined solely by the express provisions of this Indenture, and the Trustee shall
not be liable except for the performance of such duties and obligations with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to such series shall be read into this
Indenture against the Trustee; and 

  

	 	(2)	in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein,
upon any 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 shall not be liable
for an error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and 
  

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 (d) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it with
respect to Debt Securities of any series in good faith in accordance with the direction of the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of that series relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to Debt Securities of such series. 
  
 None of the provisions of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it. 
  
 Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this
Section. 
  
 SECTION 7.02. Certain Rights of Trustee.
Except as otherwise provided in Section 7.01: 
  
 (a) the Trustee
may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note or other paper or document
believed by it to be genuine and to have been signed or presented by the proper party or parties; 
  
 (b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Company Order (unless other evidence in
respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; 
  
 (c) the Trustee may consult with counsel of its selection and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; 

 
 (d) 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 of Debt Securities of any series pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or
indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be Incurred therein or thereby; 
  
 (e) subject to Section 7.01, the Trustee shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by this Indenture; 
  
 (f) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, 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, approval 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 will be entitled to examine the books, 

  

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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; 
  
 (g)
the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or
attorney appointed by it with due care hereunder; 
  
 (h) if any
property other then cash shall at any time be subject to a Lien in favor of the Holders, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such
property to such Lien, may, but shall not be obligated to, make advances for the purpose of preserving such property or of discharging tax Liens or other prior Liens or encumbrances thereon; 
  
 (i) whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering, or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely
upon an Officers’ Certificate; 
  
 (j) in no event shall the
Trustee be responsible or liable for special, indirect, 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; 
  
 (k) the rights,
privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent,
custodian and other Person employed to act hereunder; and 
  
 (l)
the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. 
  
 SECTION 7.03. Trustee Not Liable for Recitals in Indenture or in Debt
Securities. The recitals contained herein and in the Debt Securities (except the Trustee’s certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the
same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Debt Securities of any series, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate
the Debt Securities and perform its obligations hereunder, and that the statements made by it or to be made by it in a Statement of Eligibility and Qualification on Form T-1 supplied to the Company are true and accurate. The Trustee shall not be
accountable for the use or application by the Company of any of the Debt Securities or of the proceeds thereof. 
  
 SECTION 7.04. Trustee, Paying Agent or Registrar May Own Debt Securities. The Trustee or any paying agent or Registrar, in its individual or any
other capacity, may become the owner or pledgee of Debt Securities and subject to the provisions of the Trust Indenture Act relating to conflicts of interest and preferential claims may otherwise deal with the Company with the same rights it would
have if it were not Trustee, paying agent or Registrar. 
  

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 SECTION 7.05. Moneys Received by Trustee to Be Held in Trust. Subject to the provisions of Section
11.05, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any moneys received by it hereunder. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys shall be paid from time to time to the Company upon a
Company Order. 
  
 SECTION 7.06. Compensation and
Reimbursement. The Company covenants and agrees to pay in Dollars to the Trustee from time to time, such compensation as the parties shall agree in writing from time to time for all services rendered by it hereunder (which shall not be limited
by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons
not regularly in its employ) except any such expense, disbursement or advances as may arise from its negligence or willful misconduct . The Company also covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss,
liability or expense, including taxes (other than taxes based upon the Trustee’s income), Incurred without negligence or willful misconduct on the part of the Trustee, arising out of or in connection with the acceptance or administration of
this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim (whether asserted by any Holder or any other Person other than the Company) or liability 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 for which it may seek indemnity. The Company may elect to defend such claim and, in such case, the Trustee may have separate counsel. The
obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the
satisfaction and discharge of this Indenture. The Company and the Holders agree that such additional indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such,
except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. 
  
 When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f) or (g) occurs, the expenses and the
compensation for the services are intended to constitute expenses of administration under any bankruptcy, insolvency, reorganization or other similar law. 
  
 SECTION 7.07. Right of Trustee to Rely on an Officers’ Certificate Where No Other Evidence Specifically Prescribed. Except as otherwise
provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate
delivered to the Trustee and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the
faith thereof. 
  
 SECTION 7.08. Separate Trustee; Replacement
of Trustee. The Company may, but need not, appoint a separate Trustee for any one or more series of Debt Securities. The Trustee may resign with respect to one or more or all series of Debt Securities at any time by giving notice to the Company.
The Holders of a majority in principal amount of the Debt Securities of a particular series may remove the 

  

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Trustee for such series and only such series by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if:

  

	 	(1)	the Trustee fails to comply with Section 7.10; 

  

	 	(2)	the Trustee is adjudged bankrupt or insolvent; 

  

	 	(3)	a receiver or other public officer takes charge of the Trustee or its property; or 

  

	 	(4)	the Trustee otherwise becomes incapable of acting. 

  
 If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Debt Securities of a particular series and
such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee. No resignation or removal of the Trustee and no appointment of a successor Trustee shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of this Section
7.08. 
  
 A successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to Holders of Debt Securities of each applicable series. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the
Lien provided for in Section 7.06. 
  
 If a successor Trustee does
not take office within 60 days after the retiring Trustee gives notice of resignation or is removed, the retiring Trustee (at the Company’s expense) or the Holders of 25% in principal amount of the Debt Securities of any applicable series may
petition any court of competent jurisdiction for the appointment of a successor Trustee for the Debt Securities of such series. 
  
 If the Trustee fails to comply with Section 7.10, any Holder of Debt Securities of any applicable series may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee for the Debt Securities of such series. 
  
 Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.06 shall continue for the
benefit of the retiring Trustee. 
  
 In the case of the
appointment hereunder of a separate or successor trustee with respect to the Debt Securities of one or more series, the Company, any retiring Trustee and each successor or separate Trustee with respect to the Debt Securities of any applicable series
shall execute and deliver an indenture supplemental hereto (1) which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of any retiring Trustee with respect to the Debt
Securities of any series as to which any such retiring Trustee is not retiring shall continue to be vested in such retiring Trustee and (2) that shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such separate,
retiring or successor Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. 
  

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 SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts
into, or transfers all or substantially all of its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the
successor Trustee, provided that such successor shall be eligible and qualified in accordance with Section 7.10. 
  
 In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Debt Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Debt Securities so authenticated; and in
case at that time any of the Debt Securities shall not have been authenticated, any successor to the Trustee may authenticate such Debt Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in
all such cases such certificates shall have the full force which it is anywhere in the Debt Securities or in this Indenture provided that the certificate of the Trustee shall have. 
  
 SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of Section
310(a) of the Trust Indenture Act. The Trustee 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. No obligor upon the Debt Securities of a particular series or
Person directly or indirectly controlling, controlled by or under common control with such obligor shall serve as Trustee upon the Debt Securities of such series. The Trustee shall comply with Section 310(b) of the Trust Indenture Act;
provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act this Indenture or any indenture or indentures under which other securities or certificates of interest or participation in
other securities of the Company are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are met. 
  
 SECTION 7.11. Preferential Collection of Claims Against Company. The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A Trustee who had resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated therein. 
  
 SECTION 7.12. Compliance with Tax Laws. The Trustee hereby agrees to
comply with all U.S. Federal income tax information reporting and withholding requirements applicable to it with respect to payments of premium (if any) and interest on the Debt Securities, whether acting as Trustee, Security Registrar, paying agent
or otherwise with respect to the Debt Securities. 
  
 ARTICLE VIII

  
 Concerning the Holders 
  
 SECTION 8.01. Evidence of Action by Holders. Whenever in this
Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Debt Securities of any or all series may take action (including the making of any demand or request, the giving of any direction, notice,
consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar
tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Section 5.02 or (c) by a
combination of such instrument or instruments and any such record of such a meeting of Holders. 
  

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 SECTION 8.02. Proof of Execution of Instruments and of Holding of Debt Securities. Subject to the
provisions of Sections 7.01, 7.02 and 13.09, proof of the execution of any instrument by a Holder or his agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in
such manner as shall be satisfactory to the Trustee. 
  
 The
ownership of Registered Securities of any series shall be proved by the Debt Security Register or by a certificate of the Registrar for such series. 
  
 SECTION 8.03. Who May Be Deemed Owner of Debt Securities. Prior to due presentment for registration of transfer of any Registered Security, the
Company, the Trustee, any paying agent and any Registrar may deem and treat the Person in whose name any Registered Security shall be registered upon the books of the Company as the absolute owner of such Registered Security (whether or not such
Registered Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and premium, if any, and (subject to Section 2.03) interest on
such Registered Security and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Registrar shall be affected by any notice to the contrary; and all such payments so made to any such Holder for the time being,
or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Registered Security. 
  
 None of the Company, the Trustee, any paying agent or the Registrar will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 
  
 SECTION 8.04. Instruments Executed by Holders Bind Future Holders. At
any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Debt Securities of any series specified in this Indenture
in connection with such action and subject to the following paragraph, any Holder of a Debt Security which is shown by the evidence to be included in the Debt Securities the Holders of which have consented to such action may, by filing written
notice with the Trustee at its corporate trust office and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Debt Security. Except as aforesaid any such action taken by the Holder of any Debt Security shall
be conclusive and binding upon such Holder and upon all future Holders and owners of such Debt Security and of any Debt Security issued upon transfer thereof or in exchange or substitution therefor, irrespective of whether or not any notation in
regard thereto is made upon such Debt Security or such other Debt Securities. Any action taken by the Holders of the percentage in aggregate principal amount of the Debt Securities of any series specified in this Indenture in connection with such
action shall be conclusively binding upon the Company, the Trustee and the Holders of all the Debt Securities of such series. 
  
 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders of Registered Securities entitled to give
their consent or take any other action required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders of Registered Securities at such
record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders of Registered
Securities after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the Holders of the percentage in aggregate principal amount of the Debt Securities of such series
specified in this Indenture shall have been received within such 120-day period. 
  

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 ARTICLE IX 
  
 Supplemental Indentures 
  
 SECTION 9.01. Purposes for Which Supplemental Indenture May Be Entered into Without Consent of Holders. The Company, when authorized by a
resolution of the Board of Directors, and the Trustee may from time to time and at any time, without the consent of Holders, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act
as in force at the date of the execution thereof) for one or more of the following purposes: 
  
 (a) to evidence the succession pursuant to Article X of another Person to the Company, or successive successions, and the assumption by the Successor Company (as defined in Section 10.01) of the covenants, agreements
and obligations of the Company in this Indenture and in the Debt Securities; 
  
 (b) to surrender any right or power herein conferred upon the Company, to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the Holders of all or
any series of Debt Securities (and if such covenants are to be for the benefit of less than all series of Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series) as the Board of Directors
shall consider to be for the protection of the Holders of such Debt Securities, and to make the occurrence, or the occurrence and continuance, of a Default in any of such additional covenants, restrictions, conditions or provisions a Default or an
Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental
indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such Default or may limit the remedies
available to the Trustee upon such Default or may limit the right of the Holders of a majority in aggregate principal amount of any or all series of Debt Securities to waive such default; 
  
 (c) to cure any ambiguity or to correct or supplement any provision contained herein, in any supplemental indenture or in
any Debt Securities of any series that may be defective or inconsistent with any other provision contained herein, in any supplemental indenture or in the Debt Securities of such series; to convey, transfer, assign, mortgage or pledge any property
to or with the Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture provided that, in each case, such provisions shall not adversely affect the interests of any Holders of Debt Securities of any
series; 
  
 (d) to modify or amend this Indenture in such a manner
as to permit the qualification of this Indenture or any indenture supplemental hereto under the Trust Indenture Act as then in effect, except that nothing herein contained shall permit or authorize the inclusion in any indenture supplemental hereto
of the provisions referred to in Section 316(a)(2) of the Trust Indenture Act; 
  
 (e) to add to or change any of the provisions of this Indenture to change or eliminate any restrictions on the payment of principal of, or premium, if any, or interest on, Registered Securities; provided, that
any such action shall not adversely affect the interests of the Holders of Debt Securities of any series in any material respect or permit or facilitate the issuance of Debt Securities of any series in uncertificated form; 
  
 (f) to comply with Article X; 
  

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 (g) in the case of any Debt Securities, if any, subordinated pursuant to Article XII, to make any change
in Article XII that would limit or terminate the benefits applicable to any holder of Senior Indebtedness (or Representatives therefor) under Article XII; 
  
 (h) to add Guarantees with respect to the Debt Securities or to secure the Debt Securities; 
  
 (i) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Debt
Securities; provided, however, that any such addition, change or elimination not otherwise permitted under this Section 9.01 shall (i) neither (A) apply to any Debt Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Debt Security with respect to such provision or (ii) shall become effective only when there is no such Debt Security
outstanding; 
  
 (j) to evidence and provide for the acceptance of
appointment hereunder by a successor or separate Trustee with respect to the Debt 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; 
  
 (k) to
establish the form or terms of Debt Securities of any series as permitted by Sections 2.01 and 2.03; and 
  
 (l) to make any change not otherwise prohibited under the Trust Indenture Act that does not adversely affect the rights of any Holder of Debt Securities
of any series in any material respect. 
  
 The Trustee is hereby
authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or
pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties, obligations, privileges or immunities under this Indenture or otherwise.

  
 Any supplemental indenture authorized by the provisions of
this Section 9.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02. 
  
 In the case of any Debt Securities subordinated pursuant to Article XII, an
amendment under this Section 9.01 may not make any change that adversely affects the rights under Article XII of any holder of such Senior Indebtedness then Outstanding unless the holders of such Senior Indebtedness (or any group or Representative
thereof authorized to give a consent) consent to such change. 
  
 After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders of Debt Securities of each series affected thereby a notice briefly describing such amendment. The failure to give such notice to all such
Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01. 
  
 SECTION 9.02. Modification of Indenture with Consent of Holders of Debt Securities. Without notice to any Holder but with the consent (evidenced as
provided in Section 8.01) of the Holders of not less than a majority in aggregate principal amount of the outstanding Debt Securities of each series affected by such supplemental indenture, the Company, when authorized by a resolution of the Board
of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the 

  

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date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of
any supplemental indenture or of modifying in any manner the rights of the Holders of the Debt Securities of such series; provided, that no such supplemental indenture, without the consent of the Holders of each Debt Security so affected,
shall (i) reduce the percentage in principal amount of Debt Securities of any series whose Holders must consent to an amendment; (ii) reduce the rate of or extend the time for payment of interest on any Debt Security; (iii) reduce the principal of
or extend the Stated Maturity of any Debt Security; (iv) reduce the premium payable upon the redemption of any Debt Security or change the time at which any Debt Security may or shall be redeemed in accordance with Article III; (v) make any Debt
Security payable in Currency other than that stated in the Debt Security; (vi) in the case of any Debt Security subordinated pursuant to Article XII, make any change in Article XII that adversely affects the rights of any Holder under Article XII;
(vii) release any security that may have been granted in respect of the Debt Securities; or (viii) make any change in Section 6.06 or this Section 9.02. 
  
 A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has been expressly included solely for the
benefit of one or more particular series of Debt Securities or which modifies the rights of the Holders of Debt Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture
of the Holders of Debt Securities of any other series. 
  
 Upon
the request of the Company, accompanied by a copy of a resolution of the Board of Directors authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, 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, obligations, privileges or immunities under this Indenture or otherwise, in which
case the Trustee may, but shall not be obligated to, enter into such supplemental indenture. 
  
 It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the
substance thereof. 
  
 In the case of any Debt Securities
subordinated pursuant to Article XII, an amendment under this Section 9.02 may not make any change that adversely affects the rights under Article XII of any holder of such Senior Indebtedness then Outstanding unless the holders of such Senior
Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. 
  
 After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders of Debt Securities of each series affected thereby a
notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02. 
  
 SECTION 9.03. Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture pursuant to the provisions of this Article IX, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the Holders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 
  

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 The Trustee, subject to the provisions of Sections 7.01 and 7.02, may receive an Officers’
Certificate and an Opinion of Counsel as conclusive evidence that any such supplemental indenture complies with the provisions of this Article IX. 
  
 SECTION 9.04. Debt Securities May Bear Notation of Changes by Supplemental Indentures. Debt Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to the provisions of this Article IX may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture.
New Debt Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee and delivered in exchange for the Debt Securities of such series then outstanding. Failure to make the appropriate notation or to issue a new Debt Security of such series shall not affect the validity of such amendment.

  
 SECTION 9.05. Payment for Consent. Neither the Company
nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Debt Securities unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or
agreement. 
  
 ARTICLE X 
  
 Consolidation, Merger, Sale or Conveyance 
  
 SECTION 10.01. Consolidations and Mergers of the Company. The Company
shall not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any Person or group of Persons, in a transaction in which it is not the surviving Corporation, or sell, assign, convey, transfer,
lease or otherwise dispose of all or substantially all its assets to any successor Person, or permit any of its Subsidiaries to enter into any such transaction or series of transactions, if such transactions, in the aggregate, would result in a
sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis to any other Person or group of Persons unless: (i) the resulting, surviving or
transferee Person if other than the Company (the “Successor Company”) shall be a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall
expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Debt Securities according to their tenor, and this Indenture; (ii)
immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary of the Company as a result of such transaction as having been Incurred by the Successor Company
or such Subsidiary at the time of such transaction), no Default or Event of Default would occur or be continuing; and (iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. 
  
 SECTION 10.02. Rights and Duties of Successor Corporation. In case of any consolidation or merger, or conveyance or transfer of the assets of the
Company as an entirety or virtually as an entirety in accordance with Section 10.01, the Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and
the predecessor corporation shall be relieved of any further obligation under the Indenture and the Debt Securities. The Successor Company thereupon may cause to be signed, and may issue either in its own 

  

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name or in the name of the Company, any or all the Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of the Successor Company, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt
Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debt Securities which the Successor Company thereafter shall cause to be signed and delivered to the Trustee
for that purpose. All the Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all
such Debt Securities had been issued at the date of the execution hereof. 
  
 In case of any such consolidation, merger, sale or conveyance such changes in phraseology and form (but not in substance) may be made in the Debt Securities appertaining thereto thereafter to be issued as may be
appropriate. 
  
 ARTICLE XI 
  
 Satisfaction and Discharge of Indenture; 
 Defeasance; Unclaimed Moneys 
  
 SECTION 11.01. Applicability of Article. If, pursuant to Section 2.03, provision is made for the defeasance of Debt Securities of a series, then
the provisions of this Article XI relating to defeasance of Debt Securities shall be applicable except as otherwise specified pursuant to Section 2.03 for Debt Securities of such series. 
  
 SECTION 11.02. Satisfaction and Discharge of Indenture; Defeasance. (a) If at any time (i) the Company shall have
delivered to the Trustee for cancellation all Debt Securities of any series theretofore authenticated and delivered (other than (1) any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced
or paid as provided in Section 2.09 and (2) Debt Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 11.05) or (ii) all Debt Securities of such series not theretofore
delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the
giving of notice of redemption, and the Company shall deposit with the Trustee as trust funds the entire amount in the Currency in which such Debt Securities are denominated (except as otherwise provided pursuant to Section 2.03) sufficient to pay
at maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due on such date of maturity or redemption date, as
the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to any surviving rights of registration of
transfer or exchange of such Debt Securities herein expressly provided for and rights to receive payments of principal of, and premium, if any, and interest on, such Debt Securities and the Company’s right of optional redemption, if any) with
respect to the Debt Securities of such series, and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture. 
  
 (b) In addition to the rights of the Company pursuant to Section 11.02(a), but subject to Sections 11.02(c), 11.03 and 11.07, the Company at any time may terminate, with respect to Debt Securities of a particular series, (i) all its
obligations under the Debt Securities of such series and this Indenture with respect to the Debt Securities of such series (“legal defeasance option”) or (ii) its 

  

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obligations with respect to the Debt Securities of such series under clause (ii) of Section 10.01 and the related operation of Section 6.01(d) and the
operation of Sections 6.01(e) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. 
  
 If the Company exercises its legal defeasance option, payment of the Debt
Securities of the defeased series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of
Default specified in Sections 6.01(d) and (e) (except to the extent covenants or agreements referenced in such Sections remain applicable). 
  
 Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates. 
  
 (c) Notwithstanding
clauses (a) and (b) above, the Company’s obligations in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 7.08, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Company’s
obligations in Sections 7.06, 11.06 and 11.07 shall survive. 
  
 SECTION 11.03. Conditions of Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to Debt Securities of a particular series only if: 
  

	 	(1)	the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of, and premium, if any, and interest on, the Debt
Securities of such series to maturity or redemption, as the case may be; 

  

	 	(2)	the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants that in their belief the payments of principal and interest when due
and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium and interest when due on all
the Debt Securities of such series to maturity or redemption, as the case may be; 

  

	 	(3)	123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Company occurs which is continuing at the
end of the period; 

  

	 	(4)	the deposit does not constitute a default under any other agreement binding on the Company and, if the Debt Securities of such series are subordinated pursuant to Article XII, is
not prohibited by Article XII; 

  

	 	(5)	the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment
company under the Investment Company Act of 1940; 

  

	 	(6)	in the event of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from the Internal
Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case of the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of Debt
Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred; 

  

	 	(7)	 in the event of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Debt
Securities of such 



  

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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; and 


  

	 	(8)	the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Debt
Securities of such series as contemplated by this Article XI have been complied with. 

  
 Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Debt Securities of such series at a future
date in accordance with Article III. 
  
 SECTION 11.04.
Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article XI. It shall apply the deposited money and the money from U.S. Government Obligations through any
paying agent and in accordance with this Indenture to the payment of principal of, and premium, if any, and interest on, the Debt Securities of the defeased series. In the event the Debt Securities of the defeased series are subordinated pursuant to
Article XII, money and securities so held in trust are not subject to Article XII. 
  
 SECTION 11.05. Repayment to Company. The Trustee and any paying agent shall promptly turn over to the Company upon request any excess money or securities held by them at any time. 
  
 Subject to any applicable abandoned property law, the Trustee and any paying
agent shall pay to the Company upon request any money held by them for the payment of principal, premium or interest that remains unclaimed for two years, and, thereafter, Holders entitled to such money must look to the Company for payment as
general creditors. 
  
 SECTION 11.06. Indemnity for U.S.
Government Obligations. The Company shall pay and shall indemnify the Trustee and the Holders against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on
such U.S. Government Obligations. 
  
 SECTION 11.07.
Reinstatement. If the Trustee or any paying agent is unable to apply any money or U.S. Government Obligations in accordance with this Article XI by reason of any legal proceeding or by reason of any order or judgment of any court or
government authority, in either case enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Debt Securities of the defeased series shall be revived and reinstated as though no
deposit had occurred pursuant to this Article XI until such time as the Trustee or any paying agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article XI. 
  
 ARTICLE XII 
  
 Subordination of Debt Securities 
  
 SECTION 12.01. Applicability of Article; Agreement To Subordinate. The provisions of this Article XII shall be
applicable to the Debt Securities of any series (Debt Securities of such series referred to in this Article XII as “Subordinated Debt Securities”) designated, pursuant to Section 2.03, as subordinated to Senior Indebtedness. Each Holder by
accepting a Subordinated Debt Security agrees that the Indebtedness evidenced by such Subordinated Debt Security is subordinated in right of payment, to the extent and in the manner provided in this Article XII, to the prior payment of all Senior
Indebtedness and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. All provisions of this Article XII shall be subject to Section 12.12. 
  

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 SECTION 12.02. Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution of the
assets of the Company to creditors upon a total or partial liquidation or a total or partial dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or a substantial part
of its property: 
  

	 	(1)	holders of Senior Indebtedness shall be entitled to receive payment in full in cash of the Senior Indebtedness (including interest (if any), accruing on or after the commencement of
a proceeding in bankruptcy, whether or not allowed as a claim against the Company in such bankruptcy proceeding) before Holders of Subordinated Debt Securities shall be entitled to receive any payment of principal of, or premium, if any, or interest
on, the Subordinated Debt Securities; and 

  

	 	(2)	until the Senior Indebtedness is paid in full, any distribution to which Holders of Subordinated Debt Securities would be entitled but for this Article XII shall be made to holders
of Senior Indebtedness as their interests may appear, except that such Holders may receive shares of stock of the Company and any debt securities that are subordinated to Senior Indebtedness to at least the same extent as the Subordinated Debt
Securities. 

  
 SECTION 12.03. Default on Senior
Indebtedness. The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit pursuant to Article XI and may not repurchase, redeem or otherwise retire (except, in the case of
Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Section 3.04, by the delivery of Subordinated Debt Securities by the Company to the Trustee pursuant to the first paragraph of Section 3.05) any Debt Securities
(collectively, “pay the Subordinated Debt Securities”) if (i) any principal, premium or interest in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) or (ii) any other default on Senior
Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior
Indebtedness has been paid in full in cash; provided, however, that the Company may pay the Subordinated Debt Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from
the Representative of each issue of Designated Senior Indebtedness. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to
which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Subordinated Debt
Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to
effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such
Blockage Notice, (ii) by repayment in full in cash of such Designated Senior Indebtedness or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Subject to the provisions contained in the first sentence of this
Section 12.03, unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Debt
Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during such period.
For purposes of this Section 12.03, no default or event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage
Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such 

  

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Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or
waived for a period of not less than 90 consecutive days. 
  
 SECTION 12.04. Acceleration of Payment of Debt Securities. If payment of the Subordinated Debt Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Designated
Senior Indebtedness (or their Representatives) of the acceleration. 
  
 SECTION 12.05. When Distribution Must Be Paid Over. If a distribution is made to Holders of Subordinated Debt Securities that because of this Article XII should not have been made to them, the Holders who receive such distribution
shall hold it in trust for holders of Senior Indebtedness and pay it over to them as their interests may appear. 
  
 SECTION 12.06. Subrogation. After all Senior Indebtedness is paid in full and until the Subordinated Debt Securities are paid in full, Holders
thereof shall be subrogated to the rights of holders of Senior Indebtedness to receive distributions applicable to Senior Indebtedness. A distribution made under this Article XII to holders of Senior Indebtedness which otherwise would have been made
to Holders of Subordinated Debt Securities is not, as between the Company and such Holders, a payment by the Company on Senior Indebtedness. 
  
 SECTION 12.07. Relative Rights. This Article XII defines the relative rights of Holders of Subordinated Debt Securities and holders of Senior
Indebtedness. Nothing in this Indenture shall: 
  

	 	(1)	impair, as between the Company and Holders of either Subordinated Debt Securities or Debt Securities, the obligation of the Company, which is absolute and unconditional, to pay
principal of, and premium, if any, and interest on, the Subordinated Debt Securities and the Debt Securities in accordance with their terms; or 

  

	 	(2)	prevent the Trustee or any Holder of either Subordinated Debt Securities or Debt Securities from exercising its available remedies upon a Default, subject to the rights of holders
of Senior Indebtedness to receive distributions otherwise payable to Holders of Subordinated Debt Securities. 

  
 SECTION 12.08. Subordination May Not Be Impaired by Company. No right of any holder of Senior Indebtedness to enforce the subordination of the
Indebtedness evidenced by the Subordinated Debt Securities shall be impaired by any act or failure to act by the Company or by its failure to comply with this Indenture. 
  
 SECTION 12.09. Rights of Trustee and Paying Agent. Notwithstanding Section 12.03, the Trustee or any paying agent may
continue to make payments on Subordinated Debt Securities and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two business days prior to the date of such
payment, a Responsible Officer of the Trustee receives notice satisfactory to it that payments may not be made under this Article XII. The Company, the Registrar, any paying agent, a Representative or a holder of Senior Indebtedness may give the
notice; provided, however, that, if an issue of Senior Indebtedness has a Representative, only the Representative may give the notice. 
  
 The Trustee in its individual or any other capacity may hold Senior Indebtedness with the same rights it would have if it were not Trustee. The Registrar
and any paying agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article XII with respect to any Senior Indebtedness which may at any time be held by it, to the same extent as any other holder
of Senior Indebtedness; and nothing in Article VII shall deprive the Trustee of any of its rights as such holder. 

  

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Nothing in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06. 
  
 SECTION 12.10. Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness, the distribution may be made and the notice given to their Representative (if any). 
  
 SECTION 12.11. Article XII Not to Prevent Defaults or Limit Right to Accelerate. The failure to make a payment
pursuant to the Debt Securities by reason of any provision in this Article XII shall not be construed as preventing the occurrence of a Default. Nothing in this Article XII shall have any effect on the right of the Holders or the Trustee to
accelerate the maturity of either the Subordinated Debt Securities or the Debt Securities, as the case may be. 
  
 SECTION 12.12. Trust Moneys Not Subordinated. Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of
U.S. Government Obligations held in trust under Article XI by the Trustee for the payment of principal of, and premium, if any, and interest on, the Subordinated Debt Securities or the Debt Securities shall not be subordinated to the prior payment
of any Senior Indebtedness or subject to the restrictions set forth in this Article XII, and none of the Holders thereof shall be obligated to pay over any such amount to the Company or any holder of Senior Indebtedness of the Company or any other
creditor of the Company. 
  
 SECTION 12.13. Trustee Entitled to
Rely. Upon any payment or distribution pursuant to this Article XII, the Trustee and the Holders shall be entitled to rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in
Section 12.02 are pending, (ii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to such Holders or (iii) upon the Representatives for the holders of Senior Indebtedness for
the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article XII. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article XII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article XII, and, if such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article XII. 
  
 SECTION 12.14. Trustee to Effectuate Subordination. Each Holder by
accepting a Subordinated Debt Security authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders of Subordinated Debt Securities and the
holders of Senior Indebtedness as provided in this Article XII and appoints the Trustee as attorney-in-fact for any and all such purposes. 
  
 SECTION 12.15. Trustee Not Fiduciary for Holders of Senior Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders of Subordinated Debt Securities or the Company or any other Person, money or assets to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article XII or otherwise. 
  

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 SECTION 12.16. Reliance by Holders of Senior Indebtedness on Subordination Provisions. Each Holder
by accepting a Subordinated Debt Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness
was created or acquired before or after the issuance of the Subordinated Debt Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively to have
relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. 
  
 ARTICLE XIII 
  
 Miscellaneous Provisions 
  
 SECTION 13.01. Successors and Assigns of Company Bound by Indenture. All the covenant’s stipulations, promises and agreements in this Indenture contained by or in behalf of the Company or the Trustee shall
bind its successors and assigns, whether so expressed or not. 
  
 SECTION 13.02. Acts of Board, Committee or Officer of Successor Company Valid. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company
shall and may be done and performed with like force and effect by the like board, committee or officer of any Successor Company. 
  
 SECTION 13.03. Required Notices or Demands. Except as otherwise expressly provided in this Indenture, any notice or demand which by any provision
of this Indenture is required or permitted to be given or served by the Trustee or by the Holders to or on the Company may be given or served by facsimile, or by overnight courier or by being deposited postage prepaid in a post office letter box in
the United States, in each case addressed (until another address is filed by the Company with the Trustee) as follows: 
  
 TranSwitch Corporation 
 3 Enterprise Drive 
 Shelton, Connecticut 06484 
 Facsimile: (203)              
 Attention: Chief Financial Officer 
  
 With a copy to: 
 Testa, Hurwitz & Thibeault, LLP 
 125 High Street 
 Boston, Massachusetts 02110 
 Attention: Timothy C. Maguire, Esq. 
 Facsimile: (617) 248-7100 
  
 Except as otherwise expressly provided in this Indenture, any notice,
direction, request or demand by the Company or by any Holder to or upon the Trustee may be given or made, for all purposes, by facsimile, or by overnight courier or by being mailed, postage prepaid, in the United States, in each case addressed to:

  
 U.S. Bank National Association 
 Corporate Trust Services 
 One Federal Street, 3rd Floor 
 Boston, Massachusetts 02110 
 Attention Chi C. Ma, Vice President 
 Facsimile: (617) 603-6683 
  

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 The Company or the Trustee by notice to the other may designate additional or different addresses for
subsequent notices or communications. 
  
 Any notice required or
permitted to a Registered Holder by the Company or the Trustee pursuant to the provisions of this Indenture shall be deemed to be properly mailed by being deposited postage prepaid in a post office letter box in the United States addressed to such
Holder at the address of such Holder as shown on the Debt Security Register. Any report pursuant to Section 313 of the Trust Indenture Act shall be transmitted in compliance with subsection (c) therein. 
  
 In the event of suspension of publication of any Authorized Newspaper or by
reason of any other cause it shall be impracticable to give notice by publication, then such notification as shall be given with the approval of the Trustee shall constitute sufficient notice for every purpose hereunder. 
  
 Failure to mail a notice or communication to a Holder or any defect in it or
any defect in any notice by publication as to a Holder shall not affect the sufficiency of such notice with respect to other Holders. If a notice or communication is mailed or published in the manner provided above, it is conclusively presumed duly
given. 
  
 SECTION 13.04. Indenture and Debt Securities to Be
Construed in Accordance with the Laws of the State of New York. This Indenture and each Debt Security shall be deemed to be New York contracts, and for all purposes shall be construed in accordance with the laws of said State. 
  
 SECTION 13.05. Officers’ Certificate and Opinion of Counsel to Be
Furnished upon Application or Demand by the Company. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers’
Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been
complied with, except that in the case of any such application or demand as to which the furnishing of such document is specifically required by any provision of this Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished. 
  
 Each certificate or
opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include (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, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with and (4) a statement as to whether or not, in the opinion of
such Person, such condition or covenant has been complied with. 
  
 SECTION 13.06. Payments Due on Legal Holidays. In any case where the date of maturity of interest on or principal of and premium, if any, on the Debt Securities of a series or the date fixed for redemption or repayment of any Debt
Security or the making of any sinking fund payment shall not be a business day at any Place of Payment for the Debt Securities of such series, then payment of interest or principal and premium, if any, or the making of such sinking fund payment need
not be made on such date at such Place of Payment, but may be made on the next succeeding business day at such Place of 

  

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Payment with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after
such date. If a record date is not a business day, the record date shall not be affected. 
  
 SECTION 13.07. Provisions Required by Trust Indenture Act to Control. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision included in this Indenture
which is required to be included in this Indenture by any of Sections 310 to 318, inclusive, of the Trust Indenture Act, such required provision shall control. 
  

SECTION 13.08. Computation of Interest on Debt Securities. Interest, if any, on the Debt Securities shall be computed on the basis of a 360-day
year of twelve 30-day months, except as may otherwise be provided pursuant to Section 2.03. 
  
 SECTION 13.09. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar and any paying agent may make reasonable rules for their
functions. 
  
 SECTION 13.10. No Recourse Against Others.
An incorporator or any past, present or future director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Debt Securities or this Indenture or for any claim based on,
in respect of or by reason of such obligations or their creation. By accepting a Debt Security, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Debt Securities.

  
 SECTION 13.11. Severability. In case any provision in
this Indenture, the Debt Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  
 SECTION 13.12. Effect of Headings. The article and section headings
herein and in the Table of Contents are for convenience only and shall not affect the construction hereof. 
  
 SECTION 13.13. Indenture May Be Executed in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the same instrument. 
  
 The Trustee hereby accepts the trusts in this Indenture upon the terms and conditions herein set forth. 
  

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

					
	TRANSWITCH CORPORATION,
		
	By	 	 
	 	 	

	 	 	Name:	 	 
	 	 	Title:	 	 


  

					
	U.S. BANK NATIONAL ASSOCIATION,
		
	By	 	 
	 	 	

	 	 	Name:	 	 
	 	 	Title:	 	 


  

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