EX-4.3



 Exhibit 4.3 
  

 
  

TEVA PHARMACEUTICAL INDUSTRIES LIMITED, as Issuer 

and 
 THE BANK OF NEW YORK MELLON,
as Trustee 
 SUBORDINATED INDENTURE 

Dated as of                , 

 
  

 







 Table of Contents 
  

					
	 	  	Page	 
	ARTICLE 1	 
	DEFINITIONS	 
		
	 Section 1.01 Certain Terms Defined
	  	 	1	 
	
	ARTICLE 2	 
	SECURITIES	 
		
	 Section 2.01 Forms Generally
	  	 	4	 
	 Section 2.02 Form of Trustee’s Certification of Authentication
	  	 	5	 
	 Section 2.03 Amount Unlimited; Issuable in Series
	  	 	5	 
	 Section 2.04 Authentication and Delivery of Securities
	  	 	7	 
	 Section 2.05 Execution of Securities
	  	 	7	 
	 Section 2.06 Certificate of Authorization
	  	 	7	 
	 Section 2.07 Denomination and Date of Securities; Payments of Interest
	  	 	8	 
	 Section 2.08 Registration, Transfer and Exchange
	  	 	8	 
	 Section 2.09 Mutilated, Defaced, Destroyed, Lost and Stolen Securities
	  	 	9	 
	 Section 2.10 Cancellation of Securities
	  	 	10	 
	 Section 2.11 Temporary Securities
	  	 	10	 
	 Section 2.12 CUSIP and ISIN Numbers
	  	 	10	 
	 Section 2.13 Registered Global Securities
	  	 	10	 
	
	ARTICLE 3	 
	COVENANTS OF THE ISSUER AND THE TRUSTEE	 
		
	 Section 3.01 Payment of Principal and Interest
	  	 	10	 
	 Section 3.02 Offices for Payments, etc.
	  	 	11	 
	 Section 3.03 Appointment to Fill a Vacancy in Office of Trustee
	  	 	11	 
	 Section 3.04 Paying Agent
	  	 	11	 
	 Section 3.05 Certificate of the Issuer
	  	 	12	 
	 Section 3.06 Securityholders Lists
	  	 	12	 
	 Section 3.07 Reports by the Issuer
	  	 	12	 
	 Section 3.08 Reports by the Trustee
	  	 	13	 
	
	ARTICLE 4	 
	REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	 
		
	 Section 4.01 Event of Default; Acceleration of Maturity, Waiver of Default
	  	 	13	 
	 Section 4.02 Collection of Indebtedness by Trustee; Trustee May Prove Debt
	  	 	15	 
	 Section 4.03 Application of Proceeds
	  	 	16	 
	 Section 4.04 Suits for Enforcement
	  	 	17	 
	 Section 4.05 Restoration of Rights on Abandonment of Proceeding
	  	 	17	 
	 Section 4.06 Limitations on Suits by Securityholder
	  	 	17	 
	 Section 4.07 Unconditional Right of Securityholders to Institute Certain Suits
	  	 	17	 
	 Section 4.08 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default
	  	 	17	 
	 Section 4.09 Control by Securityholders
	  	 	18	 
	 Section 4.10 Waiver of Past Defaults
	  	 	18	 
	 Section 4.11 Trustee to Give Notice of Default, But May Withhold in Certain
Circumstances
	  	 	18	 
	 Section 4.12 Right of Court to Require Filing of Undertaking to Pay Costs
	  	 	18	 


  
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 Table of Contents 

(continued) 
  

 Page 

					
	ARTICLE 5	 
	CONCERNING THE TRUSTEE	 
		
	 Section 5.01 Duties and Responsibilities of the Trustee; During Default; Prior to
Default
	  	 	19	 
	 Section 5.02 Certain Rights of the Trustee
	  	 	20	 
	 Section 5.03 Trustee Not Responsible for Recitals, Disposition of Securities or Application
of Proceeds Thereof
	  	 	21	 
	 Section 5.04 Trustee and Agents May Hold Securities; Collections, etc.
	  	 	21	 
	 Section 5.05 Moneys Held by Trustee
	  	 	21	 
	 Section 5.06 Compensation and Indemnification of Trustee and its Prior Claim
	  	 	21	 
	 Section 5.07 Right of Trustee to Rely on Officer’s Certificate, etc.
	  	 	22	 
	 Section 5.08 Persons Eligible for Appointment as Trustee
	  	 	22	 
	 Section 5.09 Resignation and Removal; Appointment of Successor Trustee
	  	 	22	 
	 Section 5.10 Acceptance of Appointment by Successor Trustee
	  	 	23	 
	 Section 5.11 Merger, Conversion, Consolidation or Succession to Business of Trustee
	  	 	24	 
	
	ARTICLE 6	 
	CONCERNING THE SECURITYHOLDERS	 
		
	 Section 6.01 Evidence of Action Taken by Securityholders
	  	 	24	 
	 Section 6.02 Proof of Execution of Instruments and of Holding of Securities; Record
Date
	  	 	24	 
	 Section 6.03 Holders to be Treated as Owners
	  	 	24	 
	 Section 6.04 Securities Owned by Issuer Deemed Not Outstanding
	  	 	25	 
	 Section 6.05 Right of Revocation of Action Taken
	  	 	25	 
	
	ARTICLE 7	 
	SUPPLEMENTAL INDENTURES	 
		
	 Section 7.01 Supplemental Indentures without Consent of Securityholders
	  	 	25	 
	 Section 7.02 Supplemental Indentures with Consent of Securityholders
	  	 	27	 
	 Section 7.03 Effect of Supplemental Indenture
	  	 	28	 
	 Section 7.04 Documents to Be Given to Trustee
	  	 	28	 
	 Section 7.05 Notation on Securities in Respect of Supplemental Indentures
	  	 	28	 
	
	ARTICLE 8	 
	CONSOLIDATION, MERGER, SALE OR CONVEYANCE	 
		
	 Section 8.01 Issuer May Consolidate, etc., on Certain Terms
	  	 	28	 
	 Section 8.02 Successor Substituted
	  	 	28	 
	 Section 8.03 Opinion of Counsel to Trustee
	  	 	29	 
	
	ARTICLE 9	 
	SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS	 
		
	 Section 9.01 Satisfaction and Discharge of Indenture
	  	 	29	 
	 Section 9.02 Application by Trustee of Funds Deposited for Payment of Securities
	  	 	31	 
	 Section 9.03 Repayment of Moneys Held by Paying Agent
	  	 	31	 
	 Section 9.04 Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two
Years
	  	 	31	 


  
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 Table of Contents 

(continued) 
  

 Page 

					
	ARTICLE 10	 
	MISCELLANEOUS PROVISIONS	 
		
	 Section 10.01 Incorporators, Stockholders, Members, Officers, Directors and Employees of
Issuer and any Guarantor of Securities Exempt from Individual Liability
	  	 	32	 
	 Section 10.02 Provisions of Indenture for the Sole Benefit of Parties and
Securityholders
	  	 	32	 
	 Section 10.03 Successors and Assigns of Issuer Bound by Indenture
	  	 	32	 
	 Section 10.04 Notices and Demands on Issuer, Trustee and Securityholders
	  	 	32	 
	 Section 10.05 Officer’s Certificates and Opinions of Counsel; Statements to be Contained
Therein
	  	 	33	 
	 Section 10.06 Payments Due on Saturdays, Sundays and Holidays
	  	 	34	 
	 Section 10.07 Conflict of any Provision of Indenture with Trust Indenture Act of
1939
	  	 	34	 
	 Section 10.08 New York Law to Govern
	  	 	34	 
	 Section 10.09 Counterparts
	  	 	34	 
	 Section 10.10 Effect of Headings
	  	 	34	 
	 Section 10.11 Securities in a Non-U.S.
Currency
	  	 	34	 
	 Section 10.12 Submission to Jurisdiction
	  	 	35	 
	 Section 10.13 Judgment Currency
	  	 	35	 
	 Section 10.14 Waiver of Jury Trial
	  	 	35	 
	 Section 10.15 Foreign Account Tax Compliance Act
	  	 	35	 
	
	ARTICLE 11	 
	REDEMPTION OF SECURITIES AND SINKING FUNDS	 
		
	 Section 11.01 Applicability of Article
	  	 	36	 
	 Section 11.02 Notice of Redemption; Partial Redemptions
	  	 	36	 
	 Section 11.03 Payment of Securities Called for Redemption
	  	 	37	 
	 Section 11.04 Exclusion of Certain Securities from Eligibility for Selection for
Redemption
	  	 	37	 
	 Section 11.05 Mandatory and Optional Sinking Funds
	  	 	37	 
	
	ARTICLE 12	 
	SUBORDINATION OF SECURITIES	 
		
	 Section 12.01 Agreement to Subordinate
	  	 	39	 
	 Section 12.02 Payments to Holders of Securities
	  	 	39	 
	 Section 12.03 No Payment When Senior Debt Is In Default
	  	 	40	 
	 Section 12.04 Payment Permitted in Certain Situations
	  	 	40	 
	 Section 12.05 Subrogation to Rights of Holders of Senior Debt
	  	 	40	 
	 Section 12.06 Provisions Solely to Define Relative Rights
	  	 	40	 
	 Section 12.07 Trustee to Effectuate Subordination
	  	 	41	 
	 Section 12.08 No Waiver of Subordination Provisions
	  	 	41	 
	 Section 12.09 Notice to Trustee
	  	 	41	 
	 Section 12.10 Reliance on Judicial Order or Certificate of Liquidating Agent
	  	 	41	 
	 Section 12.11 Trustee Not Fiduciary for Holders of Senior Debt
	  	 	41	 
	 Section 12.12 Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s
Rights
	  	 	41	 
	 Section 12.13 Article Applicable to Paying Agents
	  	 	42	 

  

  
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 THIS INDENTURE, dated as
of             , between             Teva Pharmaceutical Industries Limited, a corporation incorporated under the laws of Israel
(the “Issuer”), and The Bank of New York Mellon, a New York banking corporation (the “Trustee”), 
 W I T N
E S S E T H: 
 WHEREAS, the Issuer has duly authorized the issue from time to time of its unsecured debentures, notes or other evidences of
indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture; 

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

In consideration of the premises and the purchases of the Securities by the Holders thereof, the Issuer and the Trustee mutually covenant and
agree for the equal and proportionate benefit of the respective Holders from time to time of the Securities as follows: 
 ARTICLE 1 

DEFINITIONS 
 Section 1.01
Certain Terms Defined. The following terms (except as otherwise expressly provided herein or in any indenture supplemental hereto, or unless the context otherwise clearly requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this Section. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939 or the definitions of which in the Securities Act of 1933, as amended (the
“Securities Act”), are referred to in the Trust Indenture Act of 1939, including terms defined therein by reference to the Securities Act (except as herein otherwise expressly provided or unless the context otherwise clearly
requires), shall have the meanings assigned to such terms in said Trust Indenture Act. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting
principles. The words “herein”, “hereof’ and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this
Article have the meanings assigned to them in this Article and include the plural as well as the singular. References herein to action by any Officer of the Issuer include actions taken by any duly authorized attorney in fact thereof. 

“Authorized Agent” shall have the meaning set forth in Section 10.12. 

“Board” means the board of directors, board of managers, managing directors, or supervisory directors of the Issuer, or any
other body or Person authorized by the organizational documents or by the members of the Issuer to act for it. 
 “Board
Resolution” means one or more resolutions, duly adopted or consented to by the Board, and in full force and effect, and delivered to the Trustee. 

“Business Day” means, with respect to any Security, a day that in the city (or in any of the cities, if more than one) in
which amounts are payable, as specified in the form of such Security, is not a day on which banking institutions are authorized by law or regulation to close. 

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act,
or if at any time after the execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act of 1939, then the body performing such duties on such date. 

  
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 “Corporate Trust Office” means the office of the Trustee located in The City of
New York at which at any particular time its corporate trust business shall be administered (which at the date of this Indenture is located at 101 Barclay Street, 7th Floor East, New York, New York 10286), Attention: Corporate Trust Administration,
or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuer, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time
to time by notice to the Holders and the Issuer). 
 “Depositary” means, with respect to the Securities of any series
issuable or issued in the form of one or more Registered Global Securities, the Person designated as Depositary by the Issuer pursuant to Section 2.03 until a successor Depositary shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any
such series shall mean the Depositary with respect to the Registered Global Securities of that series. 
 “Dollar” means
the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. 

“Event of Default” shall have the meaning set forth in Section 4.01. 

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. 

“generally accepted accounting principles” means generally accepted accounting principles in the United States of America as
in effect on the date of any calculation or determination required hereunder. Except as otherwise set forth in the Indenture, all ratios and calculations based on generally accepted accounting principles contained in the Indenture shall be computed
in accordance with generally accepted accounting principles as in effect on the Original Issue Date. At any time after the Original Issue Date, the Company may elect to establish that generally accepted accounting principles shall mean the generally
accepted accounting principles as in effect on or prior to the date of such election; provided that any such election, once made, shall be irrevocable. At any time after the Original Issue Date, the Issuer may elect to apply IFRS in lieu of
generally accepted accounting principles and, upon any such election, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS on the date of such election, including as to the ability of the Company
to make an election pursuant to the previous sentence; provided that any such election, once made, shall be irrevocable; provided, further, that any calculation or determination in this Indenture that requires the application of generally accepted
accounting principles for periods that include fiscal quarters ended prior to the Issuer’s election to apply IFRS shall remain as previously calculated or determined in accordance with generally accepted accounting principles. 

“Holder”, “Holder of Securities”, “Securityholder” or other similar terms mean the
registered holder of any Security. 
 “IFRS” means the International Financial Reporting Standards accounting principles as
issued by the International Accounting Standards Board. 
 “Indenture” means this instrument as originally executed and
delivered or, if amended or supplemented as herein provided, as so amended or supplemented or both, and shall include the forms and terms of particular series of Securities established as contemplated hereunder. 

“Interest” means, when used with respect to non-interest bearing Securities, interest
payable after maturity. 
 “Issuer” means (except as otherwise provided in Article 8) Teva Pharmaceutical Industries
Limited, a corporation incorporated under the laws of Israel and, subject to Article 8, its successors and assigns. 
 “Judgment
Currency” shall have the meaning set forth in Section 10.13. 

  
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 “New York Banking Day” shall have the meaning set forth in Section 10.13.

 “Non-U.S. Currency” means a currency issued by the government of a country other
than the United States (or any currency unit comprised of any such currencies). 
 “Officer” means, with respect to any
Person, (1) the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President or the Vice President, any Executive Vice President, any Senior Vice President, the Treasurer, an Assistant Treasurer, the
Controller, an Assistant Controller, the Secretary, an Assistant Secretary, any managing director or supervisory director (a) of such Person or (b) if such Person is owned or managed by a single entity, of such entity, or (2) any
other individual designated as an “Officer” by the Board of Directors of such Person or any other body or Person authorized by the organizational documents or by the members of such Person to act for it. 

“Officer’s Certificate” means, with respect to any Person, a certificate (i) signed by one Officer and
(ii) delivered to the Trustee. Each such certificate shall comply with Section 314 of the Trust Indenture Act of 1939 if applicable to such certificate. 

“Opinion of Counsel” means an opinion in writing reasonably satisfactory to the Trustee signed by legal counsel to the Issuer
who may be an employee of or counsel to the Issuer. Each such opinion shall comply with Section 314 of the Trust Indenture Act of 1939 if applicable to such opinion and shall include the statements provided for in Section 10.05, if and to
the extent required hereby. 
 “Original Issue Date” of any Security (or portion thereof) means the date on which such
Security was originally issued under this Indenture. 
 “Original Issue Discount Security” means any Security that provides
for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 4.01. 

“Outstanding”, when used with reference to Securities, shall, subject to the provisions of Section 6.04, mean, as of any
particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except: 
 (a) Securities theretofore
cancelled by the Trustee or delivered to the Trustee for cancellation; 
 (b) Securities, or portions thereof, for the payment or redemption
of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Issuer) or shall have been set aside, segregated and held in trust by the Issuer for the Holders of such Securities
(if the Issuer shall act as its own, paying agent), provided that if such Securities, or portions thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and 
 (c) Securities in substitution for which other Securities
shall have been authenticated and delivered, or which shall have been paid, pursuant to the terms of Section 2.09 (except with respect to any such Security as to which proof satisfactory to the Trustee is presented that such Security is held by
a person in whose hands such Security is a legal, valid and binding obligation of the Issuer). 
 In determining whether the Holders of the
requisite principal amount of Outstanding Securities of any or all series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed
to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 4.01. 

  
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 “Person” means any individual, corporation, limited liability company,
partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity. 

“Registered Global Security” means a Security evidencing all or a part of a series of Registered Securities, issued to the
Depositary for such series in accordance with Section 2.03, and bearing the legend prescribed by the applicable supplemental indenture. 

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

“Required Currency” shall have the meaning set forth in Section 10.13. 

“Responsible Officer”, when used with respect to the Trustee, means any officer of the Trustee in the Corporate Trust Office,
including any vice president, any trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with that particular subject and who shall have direct responsibility for the administration of this Indenture. 

“Security” or “Securities” has the meaning stated in the first recital of this Indenture, or, as the case
may be, Securities that have been authenticated and delivered under this Indenture. 
 “Senior Debt” means, unless
otherwise specified in an applicable supplemental indenture, the principal of (and premium, if any) and interest, if any, on all obligations and indebtedness (other than the Securities) of, or guaranteed or assumed by, the Issuer that are for
borrowed money or are evidenced by bonds, debentures, notes or other similar instruments, whether outstanding on the date of this Indenture or thereafter created, incurred, assumed or guaranteed, and all amendments, renewals, extensions,
modifications and refundings of such indebtedness and obligations, unless in any such case the instrument by which such indebtedness or obligations are created, incurred, assumed or guaranteed by the Issuer, or are evidenced, provides that they are
subordinate, or not superior, in right of payment to the Securities. 
 “Trustee” means the Person identified as
“Trustee” in the first paragraph hereof and, subject to the provisions of Article 5, shall also include any successor trustee. 

“Trust Indenture Act of 1939” means the Trust Indenture Act of 1939, as amended, as in force at the date as of which this
Indenture was originally executed. 
 “U.S. Government Obligations” shall have the meaning set forth in Section 9.01.

 “vice president” when used with respect to the Issuer or the Trustee, means any vice president, whether or not
designated by a number or a word or words added before or after the title of “vice president”. 
 “Yield to
Maturity” means the yield to maturity on a series of securities, calculated at the time of issuance of such series, or, if applicable, at the most recent redetermination of interest on such series, and calculated in accordance with accepted
financial practice. 
 ARTICLE 2 

SECURITIES 
 Section 2.01
Forms Generally. The Securities of each series shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to a resolution of the Board, an Officer’s Certificate of the Issuer or in
one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such
legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all
as may be determined by the Officers executing such Securities, as evidenced by their execution of the Securities. 

  
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 The definitive Securities shall be printed or lithographed on security printed paper or may be
produced in any other manner, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities. 

Section 2.02 Form of Trustee’s Certification of Authentication. The Trustee’s certificate of
authentication on all Securities shall be in substantially the following form: 
 This is one of the Securities of the series designated herein and referred
to in the within-mentioned Indenture. 
  

					
		 	 The Bank of New York Mellon,
 as
Trustee

		
		 	By:                                   
                    
		 	      Authorized Signatory
		
		 	Date:                                   
                 

 Section 2.03 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is unlimited. 
 The Securities may be issued in one or more series and,
unless provided for otherwise in a Board Resolution, an Officer’s Certificate of the Issuer or an indenture supplemental hereto, each such series shall be subordinated and subject in right to all Senior Debt in accordance with Article 12. There
shall be established in or pursuant to a Board Resolution, set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, 

(a) the designation of the Securities of the series (which shall distinguish the Securities of the series from all other Securities, except to
the extent that additional Securities of an existing series are being issued); 
 (b) any limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to
Section 2.08, 2.09, 2.11 or 11.03); 
 (c) if other than Dollars, the coin or currency in which the Securities of that series are
denominated (including, but not limited to, any Non-U.S. Currency); 
 (d) the date or dates on which
the principal of the Securities of the series is payable; 
 (e) the rate or rates at which the Securities of the series shall bear interest,
if any, or the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and the record dates for the determination of Holders to whom
interest is payable and/or the method by which such rate or rates or date or dates shall be determined; 
 (f) the place or places where the
principal of and any interest on Securities of the series shall be payable (if other than as provided in Section 3.02); 
 (g) the price
or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise; 

  
 5 








 (h) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the series
pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which Securities of the series
shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; 
 (i) if other than denominations of $1,000 and
any multiple thereof, the denominations in which Securities of the series shall be issuable; 
 (j) if other than the principal amount
thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 4.01 or provable in bankruptcy pursuant to Section 4.02; 

(k) if other than the coin or currency in which the Securities of that series are denominated, the coin or currency in which payment of the
principal of or interest on the Securities of such series shall be payable; 
 (l) if the principal of or interest on the Securities of such
series are to be payable, at the election of the Issuer or a Holder thereof, in a coin or currency other than that in which the Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election
may be made; 
 (m) if the amount of payments of principal of and interest on the Securities of the series may be determined with reference
to an index based on a coin or currency other than that in which the Securities of the series are denominated, or with reference to any currencies, securities or baskets of securities, commodities or indices, the manner in which such amounts shall
be determined; 
 (n) if the Holders of the Securities of the series may convert or exchange the Securities of the series into or for
securities of the Issuer or of other entities or other property (or the cash value thereof), the specific terms of and period during which such conversion or exchange may be made; 

(o) whether the Securities of the series will be issuable as Registered Securities (and if so, whether such Securities will be issuable as
Registered Global Securities) or any combination of the foregoing, any restrictions applicable to the offer, sale, transfer, exchange or delivery of Registered Securities or the payment of interest thereon and, if other than as provided herein; 

(p) whether and under what circumstances the Issuer will pay additional amounts on the Securities of the series held by a Person who is not a
U.S. Person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem such Securities rather than pay such additional amounts; 

(q) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary
Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions; 

(r) any trustees, depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the
Securities of such series; 
 (s) any applicable United States federal income tax and Israel income tax provisions, including, but not
limited to: whether and under what circumstances the Issuer will pay additional amounts on Securities for any tax, assessment or governmental charge withheld or deducted and, if so, whether it will have the option to redeem those Securities rather
than pay the additional amounts; 
 (t) whether certain payments on the Securities will be guaranteed under a financial insurance guaranty
policy and the terms of that guaranty; 
 (u) any applicable selling restrictions; 

  
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 (v) any other events of default, modifications or elimination of any acceleration rights, or
covenants with respect to the Securities of such series and any terms required by or advisable under applicable laws or regulations, including laws and regulations relating to attributes required for the Securities to be afforded certain capital
treatment for bank regulatory or other purposes; and 
 (w) any other terms of the series. 

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or
pursuant to such Board resolution, Officer’s Certificate of the Issuer or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the
terms of this Indenture, if so provided by or pursuant to such Board Resolution, Officer’s Certificate or in any such indenture supplemental hereto. 

Section 2.04 Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this
Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by one
Officer of the Issuer, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall receive, and (subject to
Section 5.01) shall be fully protected in relying upon: 
 (a) a copy of the Board resolution, an Officer’s Certificate of the
Issuer or an executed supplemental indenture, relating to such series, setting forth the form and terms of the Securities, as required pursuant to Sections 2.01 and 2.03; and 

(b) an Opinion of Counsel, prepared in accordance with Section 10.05, 

(i) to the effect that the form or forms and terms of such Securities have been established by or pursuant to a resolution of
the Board, an Officer’s Certificate or by a supplemental indenture as permitted by Sections 2.01 and 2.03 in conformity with the provisions of this Indenture; and 

(ii) to the effect that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner
and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer. 
 The
Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith shall
determine that such action would expose the Trustee to personal liability to existing Holders. 
 Section 2.05 Execution of
Securities. The Securities shall be signed on behalf of the Issuer by one Officer of the Issuer. Such signatures may be the manual or facsimile signatures of the present or any future such Officers. Typographical and other minor errors or
defects in any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. 

In case any Officer of the Issuer who shall have signed any of the Securities shall cease to be such Officer before the Security so signed
shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security had not ceased to be such Officer of the
Issuer; and any Security may be signed on behalf of the Issuer by such person as, at the actual date of the execution of such Security, shall be the proper Officer of the Issuer, although at the date of the execution and delivery of this Indenture
any such person was not such an Officer. 
 Section 2.06 Certificate of Authorization. Only such Securities as shall bear
thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee by the manual signature of one of its authorized officers, shall be entitled to the benefits of this Indenture or be valid or obligatory
for any purpose. Such certificate by the Trustee upon any Security executed by the Issuer shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture. 

  
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 Section 2.07 Denomination and Date of Securities; Payments of Interest. The
Securities shall be issuable as registered securities without coupons and in denominations as shall be specified as contemplated by Section 2.03. In the absence of any such specification with respect to the Securities of any series, the
Securities of such series shall be issuable in denominations of $1,000 and any multiple thereof. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plan as the Officers of the Issuer
executing the same may determine with the approval of the Trustee as evidenced by the execution and authentication thereof. 
 Each Security
shall be dated the date of its authentication, shall bear interest, if any, from the date and shall be payable on the dates, in each case, which shall be specified as contemplated by Section 2.03. 

The person in whose name any Security of any series is registered at the close of business on any record date applicable to a particular
series with respect to any interest payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any transfer or exchange of such Security subsequent to the record date and
prior to such interest payment date, except if and to the extent the Issuer shall default in the payment of the interest due on such interest payment date for such series, in which case such defaulted interest shall be paid to the persons in whose
names Outstanding Securities for such series are registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) established by notice
delivered by or on behalf of the Issuer to the Holders of Securities not less than 15 days preceding such subsequent record date. The term “record date” as used with respect to any interest payment date (except a date for payment of
defaulted interest) shall mean the date specified as such in the terms of the Securities of any particular series, or, if no such date is so specified, if such interest payment date is the first day of a calendar month, the 15th day of the next
preceding calendar month or, if such interest payment date is the 15th day of a calendar month, the first day of such calendar month, in either case whether or not such record date is a Business Day. 

Section 2.08 Registration, Transfer and Exchange. The Issuer will keep or cause to be kept at each office or agency to be
maintained for the purpose as provided in Section 3.02 a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Securities as in this Article provided.
Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection by the Trustee.

 Upon due presentation for registration of transfer of any Security of any series at any such office or agency to be maintained for the
purpose as provided in Section 3.02, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of the same series in authorized denominations for a like
aggregate principal amount. 
 Any Security or Securities of any series may be exchanged for a Security or Securities of the same series in
other authorized denominations, in an equal aggregate principal amount. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for the purpose as provided in Section 3.02, and the
Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities of the same series which the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously
outstanding. 
 All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer
or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. 

The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
exchange or registration of transfer of Securities. No service charge shall be made for any such transaction. Notwithstanding any other provision of this Section 2.08, the Issuer will not be required to exchange any Securities if, as a result
of the exchange, the Issuer would suffer adverse consequences under any United States law or regulation. Each Holder of a Security agrees to indemnify the Issuer and the Trustee against any liability that may result from the registration, transfer
or exchange of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities laws. 

  
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 The Issuer shall not be required to exchange or register a transfer of (a) any Securities of
any series for a period of 15 days next preceding the first delivery of notice of redemption of Securities of such series to be redeemed, (b) any Securities selected, called or being called for redemption except, in the case of any Security
where notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed, or (c) any Securities of any series between a record date and the next succeeding payment date. 

All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Issuer, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. 
 The Trustee shall have
no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers
between or among Depositary Participants or beneficial owners of interests in any Registered Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 

Neither the Trustee nor any agent shall have any responsibility for any actions taken or not taken by the Depositary. 

Section 2.09 Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any temporary or definitive Security shall become
mutilated, defaced or be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon the written request of any Officer of the Issuer, the Trustee shall authenticate and deliver, a new Security of the same series, bearing a number
not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substitute Security shall furnish
to the Issuer and the Trustee and any agent of the Issuer or the Trustee such security or indemnity required by them to indemnify and defend and to hold each of them harmless and, in every case of destruction, loss or theft, evidence to their
satisfaction of the destruction, loss or theft of such Security and of the ownership thereof in the case of mutilation or defacement shall surrender the Security to the Trustee or such agent. 

Upon the issuance of any substitute Security, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the reasonable and documented fees and expenses of the Trustee or its agent) connected therewith. In case any Security which has matured or is about to mature or has
been called for redemption in full shall become mutilated or defaced or be destroyed, lost or stolen, the Issuer may instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case of
a mutilated or defaced Security), if the applicant for such payment shall furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee such security or indemnity as any of them may require to hold each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof. 
 Every substitute Security of any series issued pursuant to the provisions of this Section by virtue of the fact that
any such Security is destroyed, lost or stolen shall constitute an additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone and shall be entitled to all the
benefits of (but shall be subject to all the limitations of rights set forth in) this Indenture equally and proportionately with any and all other Securities of such series duly authenticated and delivered hereunder. All Securities shall be held and
owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen Securities and 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. 

  
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 Section 2.10 Cancellation of Securities. All Securities surrendered for payment,
redemption, registration of transfer or exchange, or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee, shall be delivered to the Trustee for cancellation
or, if surrendered to the Trustee, shall be cancelled by it upon its receipt of a written order of cancellation executed by one Officer of the Issuer; and no Securities shall be issued in lieu thereof except as expressly permitted by any of the
provisions of this Indenture. The Trustee shall dispose of cancelled Securities held by it in accordance with its procedures for the disposition of cancelled Securities and deliver a certificate of disposition to the Issuer upon request. If the
Issuer shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation. 

Section 2.11 Temporary Securities. Pending the preparation of definitive Securities for any series, the Issuer may execute and the
Trustee shall authenticate and deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Trustee). Temporary Securities of any series shall be issuable as
registered Securities without coupons, of any authorized denomination, and substantially in the form of the definitive Securities of such series but with such omissions, insertions and variations as may be appropriate for temporary Securities, all
as may be determined by the Issuer with the concurrence of the Trustee. Temporary Securities may contain such reference to any provisions of this Indenture as may be appropriate. Every temporary Security shall be executed by the Issuer and be
authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities. Without unreasonable delay the Issuer shall execute and shall furnish definitive Securities of such
series and thereupon temporary Securities of such series may be surrendered in exchange therefor without charge at each office or agency to be maintained by the Issuer for that purpose pursuant to Section 3.02, and the Trustee shall
authenticate and deliver in exchange for such temporary Securities of such series a like aggregate principal amount of definitive Securities of the same series of authorized denominations. Until so exchanged, the temporary Securities of any series
shall be entitled to the same benefits under this Indenture as definitive Securities of such series unless otherwise established pursuant to Section 2.03. 

Section 2.12 CUSIP and ISIN Numbers. The Issuer in issuing the Securities may use CUSIP, ISIN or other similar numbers (if then
generally in use), and, if so, the Trustee shall use such numbers in notices of redemption and other notices to the Holders as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any
defect in or omission of such numbers. The Issuer will promptly notify the Trustee in writing of any change in the CUSIP, ISIN or other similar numbers. 

Section 2.13 Registered Global Securities. None of the Issuer, the Trustee or any agent shall have any responsibility or
obligation to any beneficial owner of an interest in a Registered Global Security, any members of, or a participant in, the Depositary (“Agent Members”) or other Person with respect to the accuracy of the records of the Depositary or its
nominee or any participant or Agent Member thereof, with respect to any ownership interest in a Registered Global Security or with respect to the delivery to any participant, Agent Member, beneficial owner or other Person (other than the Depositary)
of any notice or the payment of any amount or delivery of any Registered Global Security (or other security or property) under or with respect to such Registered Global Securities. All notices and communications to be given to the Holders and all
payments to be made to Holders in respect of the Registered Global Securities shall be given or made only to or upon the order of the registered Holders. The rights of beneficial owners in any Registered Global Security shall be exercised only
through the Depositary subject to the applicable rules and procedures of the Depositary. The Issuer, the Trustee and each agent may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent
Members, participants and any beneficial owners. 
 ARTICLE 3 

COVENANTS OF THE ISSUER AND THE TRUSTEE 

Section 3.01 Payment of Principal and Interest. The Issuer covenants and agrees for the benefit of each series of Securities that
it will duly and punctually pay or cause to be paid the principal of, and interest on, each of the Securities of such series (together with any additional amounts payable pursuant to the terms of such Securities) 

  
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at the place or places, at the respective times and in the manner provided in such Securities. Subject to any other provisions that may be established pursuant to Section 2.03, the interest
on Securities (together with any additional amounts payable pursuant to the terms of such Securities) shall be payable only to or upon the written order of the Holders thereof and, at the option of the Issuer, may be paid by wire transfer or by
mailing checks for such interest payable to or upon the written order of such Holders at their last addresses as they appear on the registry books of the Issuer. 

Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts
on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such
series established hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of additional amounts (if applicable) in
any provision hereof shall not be construed as excluding the payment of additional amounts in those provisions hereof where such express mention is not made. 

Section 3.02 Offices for Payments, etc.. So long as any of the Securities remain outstanding, the Issuer will maintain the
following for each series: an office or agency (a) where the Securities may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental
indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be delivered. The Issuer will give to the Trustee written notice of the location of any such office or agency and
of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case
the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be delivered at the
Corporate Trust Office. 
 The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a
series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of
transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the
Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof. 

Section 3.03 Appointment to Fill a Vacancy in Office of Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 5.09, a Trustee, so that there shall at all times be a Trustee with respect to each series of Securities hereunder. 

Section 3.04 Paying Agent. Whenever the Issuer shall appoint a paying agent other than the Trustee with respect to the Securities
of any series, it will cause such paying agent 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 3.04, 

(a) that it will hold all sums received by it as such agent for the payment of the principal of or interest on the Securities of such series
(whether such sums have been paid to it by the Issuer or by any other obligor on the Securities of such series) in trust for the benefit of the Holders of the Securities of such series or of the Trustee, 

(b) that it will give the Trustee notice of any default by the Issuer (or any other obligor on the Securities of such series) in making any
payment of the principal of or interest on the Securities of such series when the same shall be due and payable, and 
 (c) that it will pay
any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of the default referred to in clause 3.04(b) above. 

  
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 The Issuer will, on the Business Day prior to each due date of the principal of or interest on
the Securities of such series, deposit with the paying agent a sum in immediately available funds sufficient to pay such principal or interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee
of any failure to take such action. 
 If the Issuer shall act as its own paying agent with respect to the Securities of any Series, it
will, on or before each due date of the principal of or interest on the Securities of such series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such series a sum sufficient to pay such principal or
interest so becoming due. The Issuer will promptly notify the Trustee of any failure to take such action. 
 Anything in this Section to the
contrary notwithstanding, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all
sums held in trust for any such series by the Issuer or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. 

Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the
provisions of Sections 9.03 and 9.04. 
 For the avoidance of doubt, any paying agent hereunder shall comply with applicable backup
withholding tax and information reporting requirements under the U.S. Internal Revenue Code of 1986, as amended, and the U.S. Treasury Regulations promulgated thereunder with respect to payments made under the Securities of any series (including, to
the extent required, the collection of Internal Revenue Service Forms W-8 and W-9 and the filing of U.S. Internal Revenue Service Forms 1099 and 1096). 

Section 3.05 Certificate of the Issuer. The Issuer will furnish to the Trustee within 120 days after the end of each fiscal year
of the Issuer, commencing on            , an Officer’s Certificate of the Issuer to the signer’s knowledge of the Issuer’s compliance with all conditions and covenants under
the Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under the Indenture). In the event the Issuer comes to have actual knowledge of an Event of Default or an event which, with
notice or the lapse of time or both, would constitute an Event of Default, regardless of the date, the Issuer shall deliver an Officer’s Certificate to the Trustee specifying such default and the nature and status thereof. 

Section 3.06 Securityholders Lists. If and so long as the Trustee shall not be the Security registrar for the Securities of any
series, the Issuer will furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the Holders of the Securities of such series pursuant to Section 312 of the Trust
Indenture Act of 1939 (a) semi-annually not more than 15 days after each record date for the payment of interest on such Securities, as hereinabove specified, as of such record date and on dates to be determined pursuant to Section 2.03 for non-interest bearing securities in each year, and (b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Issuer of any such request as of a date not more than 15 days
prior to the time such information is furnished. 
 Section 3.07 Reports by the Issuer. The Issuer covenants to file with the
Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents, and other reports that the Issuer may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act. Reports, information and documents filed by the Issuer with the Commission via the EDGAR system will be deemed filed with the Trustee for purposes of this Section 3.07 as of the time
that such reports, information and documents are filed via EDGAR. 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 actual or
constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on
Officer’s Certificates). 
 Notwithstanding the foregoing, if any parent entity of the Issuer has filed with the Commission the
information described in this Section 3.07 with respect to such parent entity of the Issuer, the Issuer shall be deemed to be in compliance with the provisions of this Section 3.07; provided that, if such parent entity has material assets


  
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or operations other than those that are owned or operated by the Issuer and its subsidiaries, such parent entity will provide to the Trustee and the Holders of the Securities financial
information that explains in reasonable detail the differences between the information relating to such parent entity, on the one hand, and the information relating to the Issuer and its subsidiaries, on the other hand. 

The Trustee shall have no obligation to determine if and when the reports, information and documents of the Issuer are filed with the
Commission via the EDGAR system and available on the Commission’s EDGAR website. If the Issuer ceases to be a reporting company with the Commission, it shall provide the Trustee with prompt written notification at that time and shall provide
the Trustee with such reports, information and documents as set forth in this Section 3.07. 
 Section 3.08 Reports by the
Trustee. Any Trustee’s report required under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or before July 15 in each year following the date hereof, so long as any Securities are outstanding hereunder,
and shall be dated as of a date convenient to the Trustee no more than 60 nor less than 45 days prior thereto. 
 ARTICLE 4 

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT 

Section 4.01 Event of Default; Acceleration of Maturity, Waiver of Default. Unless otherwise established in accordance with
Section 2.03 or by any applicable supplemental indenture, “Event of Default” with respect to any particular series of Securities wherever used herein means each one of the following events with respect to the Securities of such series
which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body): 
 (a) default in the payment of principal in respect of the Securities of
such series, when due and payable; 
 (b) default for more than 30 days in the payment of interest in respect of the Securities of such
series, when due and payable; 
 (c) the failure to perform any covenant or agreement of the Issuer or any guarantor of the Securities under
this Indenture or the Securities of that series (other than a covenant or agreement which has been included in this Indenture or an indenture supplemental to this Indenture solely for the benefit of a series of Securities other than that series and
other than a covenant or agreement a default in the performance of which is elsewhere in this Section 4.01 specifically addressed), which failure shall not have been remedied, or without provision deemed to be adequate for the remedying thereof
having been made, for a period of 90 days after written notice shall have been given to the Issuer by the Trustee or shall have been given to the Issuer and the Trustee by Holders of 25% or more in aggregate principal amount of the Securities of
such series then Outstanding, specifying such failure, requiring the Issuer to remedy the same and stating that such notice is a “Notice of Default” hereunder; 

(d) the entry by a court having jurisdiction in the premises of: 

(i) a decree or order for relief in respect of the Issuer or any guarantor of the Securities in an involuntary case or
proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law; or 
 (ii)
a decree or order adjudging the Issuer or any guarantor of the Securities as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer or any such
guarantor under any applicable U.S. federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any such guarantor or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; 

  
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 (e) the commencement by the Issuer or any guarantor of the Securities of a voluntary case or
proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Issuer to the entry of a decree or
order for relief in respect of the Issuer or such guarantor in an involuntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against the Issuer or such guarantor, or the filing by the Issuer or such guarantor of a petition or answer or consent seeking reorganization or relief under any applicable U.S. federal or state law, or the consent by
the Issuer or such guarantor to the filing of such petition or to the appointment of or the taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or such guarantor or of any
substantial part of its property, or the making by the Issuer or such guarantor of an assignment for the benefit of creditors, or the admission by the Issuer or such guarantor in writing of its inability to pay its debts generally as they become
due, or the taking of corporate action by the Issuer or such guarantor expressly in furtherance of any such action; or 
 (f) any other Event
of Default provided in the supplemental indenture, Board Resolution or Officer’s Certificate under which such series of Securities is issued or in the form of Security for such series. 

For the avoidance of doubt, a default with respect to a single series of Securities under the Indenture or such series of Securities will not
constitute a default with respect to any other series of Securities issued under the Indenture. 
 Unless otherwise set forth in any
applicable supplemental indenture, Board Resolution or Officer’s Certificate, if an Event of Default described in clauses 4.01(a), 4.01(b), 4.01(c) or 4.01(f) above occurs and is continuing, then, and in each and every such case, except for any
series the principal of which shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of a series affected thereby then Outstanding hereunder (treated as one
class) by notice in writing to the Issuer (and to the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of any such affected series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series) of all Securities of such affected series and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and
payable. Unless otherwise set forth in any applicable supplemental indenture, if an Event of Default described in clauses 4.01(d) or 4.01(e) occurs and is continuing, then the principal and accrued and unpaid interest, if any, with respect to any
Securities then Outstanding 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 foregoing provisions, however, are subject to the condition that if, at any time after the principal (or, if the Securities are Original
Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of any series (or of all the Securities, as the case may be) shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of such
series (or of all the Securities, as the case may be) and the principal of any and all Securities of such series (or of all the Securities, as the case may be) which shall have become due otherwise than by acceleration (with interest upon such
principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities)
specified in the Securities of such series (or at the respective rates of interest or Yields to Maturity of all the Securities, as the case may be) to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents, attorneys and counsel, and all other reasonable expenses incurred, and all advances made, by the Trustee except as a result of negligence, willful misconduct or bad faith, and if any and all Events of Default
under the Indenture, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in
every such case the Holders of a majority in aggregate principal amount of all the Securities of each such series (or of all the Securities, as the case may be) then Outstanding (in each case treated as one class), by written notice to the Issuer
and the Trustee, may waive all defaults with respect to each such series (or with respect to all the Securities, as the case may be) and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or shall impair any right consequent thereon. 

  
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 For all purposes under this Indenture, if a portion of the principal of any Original Issue
Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original
Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and
payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities. 

Section 4.02 Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default
shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall
be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, whether upon maturity of the Securities of such series or upon any redemption or by declaration or
otherwise, then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all Securities of such series for
principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same
rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of
collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee
except as a result of its negligence, willful misconduct or bad faith. 
 Until such demand is made by the Trustee, the Issuer may pay the
principal of and interest on the Securities of any series to the registered Holders, whether or not the principal of and interest on the Securities of such series be overdue. 

In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or other obligor upon such Securities and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities, wherever situated, the moneys adjudged or decreed to
be payable. 
 In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of
the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property
of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any
demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: 
 (a)
to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series)
owing and unpaid in respect of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and
each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence,
willful misconduct or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, 

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

(c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with
respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and,
in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their
respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except in the event of a determination by a court of competent jurisdiction to have been
caused by its own negligence, willful misconduct or bad faith in a final, non-appealable order. 

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan or reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any
such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. 
 All rights of action and of
asserting claims under this Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities or the production thereof on any trial or other proceedings relative thereto, and any such action
or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee
and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. 

In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which
the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

 Section 4.03 Application of Proceeds. Subject to the subordination provisions in this Indenture, any moneys collected by the
Trustee pursuant to this Article in respect of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal or interest, upon presentation of the
several Securities in respect of which monies have been collected and stamping (or otherwise noting) thereon the payment, or issuing Securities of such series in reduced principal amounts in exchange for the presented Securities of like series if
only partially paid, or upon surrender thereof if fully paid: 
 FIRST: To the payment of costs and expenses applicable to such series in
respect of which monies have been collected, including reasonable compensation to the Trustee and each predecessor Trustee and their respective agents and attorneys and of all fees, expenses and liabilities incurred, and all advances made, by the
Trustee and each predecessor Trustee except in the event of a determination by a court of competent jurisdiction to have been caused by its own negligence, willful misconduct or bad faith in a final,
non-appealable order; 
 SECOND: In case the principal of the Securities of such series in respect
of which moneys have been collected shall not have become and be then due and payable, to the payment of interest on the Securities of such series in default in the order of the maturity of the installments of such interest, with interest (to the
extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities,
such payments to be made ratably to the persons entitled thereto, without discrimination or preference; 
 THIRD: In case the principal of
the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series for principal and
interest, with interest upon the overdue principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same 

  
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rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient to
pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such principal and interest or Yield to Maturity, without preference or priority of principal over interest or Yield to Maturity, or of
interest or Yield to Maturity over principal, or of any installment of interest over any other installment of interest, or of any Security of such series over any other Security of such series, ratably to the aggregate of such principal and accrued
and unpaid interest or Yield to Maturity; and 
 FOURTH: To the payment of the remainder, if any, to the Issuer or as a court of competent
jurisdiction may direct. 
 Section 4.04 Suits for Enforcement. In case an Event of Default has occurred, has not been waived
and is continuing, the Trustee may, but is not required to, proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem necessary 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 4.05 Restoration of Rights on Abandonment of
Proceeding. In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in
every such case the Issuer and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken. 
 Section 4.06 Limitations on Suits by Securityholder. No Holder of any 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
trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of not less than 25% in aggregate principal amount of the Securities of each affected series then Outstanding (treated as a single class) shall have made written request upon the Trustee to institute such action
or proceedings in its own name as Trustee hereunder and shall have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee for 60 days after its
receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 4.09; it being
understood and intended, and being expressly covenanted by the taker and Holder of every Security with every other taker and Holder and the Trustee, that no one or more Holders of Securities of any series shall have any right in any manner whatever
by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holder of Securities, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any
right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Securities of the applicable series. For the protection and enforcement of the provisions of this Section, each and
every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. 
 Section 4.07
Unconditional Right of Securityholders to Institute Certain Suits. Notwithstanding any other provision in this Indenture and any provision of any Security, the right of any Holder of any Security to receive payment of the principal of and
interest on such Security on or after the respective due dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such
Holder. 
 Section 4.08 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. Except as provided in
Section 4.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Securityholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. 

  
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 No delay or omission of the Trustee or of any Securityholder to exercise any right or power
accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and, subject to Section 4.06, every
power and remedy given by this Indenture or by law to the Trustee or to the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders. 

Section 4.09 Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series
affected (with all such series voting as a single class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the
provisions of Section 5.01 and 5.02(d)) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith
shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.01) the Trustee shall have no duty to ascertain whether or
not such actions or forebearances are unduly prejudicial to such Holders. 
 Nothing in this Indenture shall impair the right of the Trustee
to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders. 

Section 4.10 Waiver of Past Defaults. Prior to the acceleration of the maturity of any Securities as provided in
Section 4.01, the Holders of a majority in aggregate principal amount of the Securities of a series at the time Outstanding with respect to which an Event of Default shall have occurred and be continuing (voting as a single class) may on behalf
of the Holders of all such Securities waive any past default or Event of Default described in Section 4.01 and its consequences, except a default in respect of a covenant or provision hereof which cannot be modified or amended without the
consent of the Holder of each Security affected. In the case of any such waiver, the Issuer, any guarantor, the Trustee and the Holders of all such Securities shall be restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 
 Upon any such waiver, such default
shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured, and not to have occurred for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any right consequent thereon. 
 Section 4.11 Trustee to
Give Notice of Default, But May Withhold in Certain Circumstances. The Trustee shall give to the Securityholders of any series, as the names and addresses of such Holders appear on the registry books, notice by mail of all defaults known to the
Trustee which have occurred with respect to such series, such notice to be transmitted within 90 days after the occurrence thereof, unless such defaults shall have been cured before the giving of such notice (the term “default” or
“defaults” for the purposes of this Section being hereby defined to mean any event or condition which is, or with notice or lapse of time or both would become, an Event of Default); provided that, except in the case of default in the
payment of the principal of or interest on any of the Securities of such series, or in the payment of any sinking or purchase fund installment with respect to the 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 trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Securityholders of
such series. 
 Section 4.12 Right of Court to Require Filing of Undertaking to Pay Costs. All parties to this Indenture agree,
and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture or in any suit 

  
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against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder or group of Securityholders of any series holding in the aggregate more than 10% in aggregate principal amount of the
Securities of such series, or, in the case of any suit relating to or arising under clauses 4.01(c) or 4.01(f) (if the suit relates to Securities of more than one but less than all series), 10% in aggregate principal amount of Securities Outstanding
affected thereby, or in the case of any suit relating to or arising under clauses 4.01(c) or 4.01(f) (if the suit relates to all the Securities then Outstanding), 4.01(d) or 4.01(e), 10% in aggregate principal amount of all Securities Outstanding,
or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of or interest on any Security on or after the due date expressed in such Security. 

ARTICLE 5 
 CONCERNING THE TRUSTEE

 Section 5.01 Duties and Responsibilities of the Trustee; During Default; Prior to Default. With respect to the Holders of any
series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving of all Events of Default which may have occurred with respect to
such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a series has occurred (which has not been cured or waived) the Trustee
shall exercise with respect to such series of Securities such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs. 
 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) prior to the occurrence of an Event
of Default with respect to the Securities of any series and after the curing or waiving of all such Events of Default with respect to such series which may have occurred: 

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

(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the
Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (c) the Trustee shall not be
liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 4.09 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. 
 None of the provisions
contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be
reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. 

  
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 The provisions of this Section 5.01 are in furtherance of and subject to Sections 315 and
316 of the Trust Indenture Act of 1939. 
 Section 5.02 Certain Rights of the Trustee. In furtherance of and subject to the
Trust Indenture Act of 1939 and subject to Section 5.01: 
 (a) the Trustee may conclusively rely and shall be protected in acting or
refraining from acting upon any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by
it to be genuine and to have been signed or presented by the proper party or parties; 
 (b) any request, direction, order or demand of the
Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); 

(c) the Trustee may consult with counsel of its selection and any advice or Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; 

(d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be
incurred therein or thereby; 
 (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to
be authorized or within the discretion, rights or powers conferred upon it by this Indenture; 
 (f) the Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document
unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then outstanding; provided that, if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may
require indemnity satisfactory to it against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if advanced by the Trustee or any predecessor trustee, shall
be repaid by the Issuer promptly upon demand; 
 (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder;

 (h) 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 Officer’s Certificate; 

(i) the Trustee shall not be deemed to have notice of any Event of Default or an event which, with notice or lapse of time or both, would
constitute an Event of Default unless in the case of a payment default under Section 4.01(a) or Section 4.01(b) hereof a Responsible Officer of the Trustee has actual knowledge thereof or in the case of any other Event of Default unless
written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; 

  
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 (j) the rights, privileges, protections, immunities and benefits given to the Trustee, including,
without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; 

(k) the Trustee may request that the Issuer deliver an Officer’s Certificate, setting forth the names of individuals and titles of
officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in
any such certificate previously delivered and not superseded; 
 (l) in no event shall the Trustee be responsible or liable for special,
indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the
form of action; 
 (m) in no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the circumstances; and 
 (n) neither the Trustee nor any agent shall
have any obligation or duty to monitor, determine or inquire as to compliance by the Issuer or the Securityholders with or with respect to any securities or tax laws (including but not limited to any United States federal or state or other
securities or tax laws), or, except as specifically provided herein, obtain documentation on any transfers or exchanges of the Securities of any series. Nothing in this provision shall be deemed to limit the Trustee’s duty to comply with any
obligations it may have pursuant to applicable law. 
 Section 5.03 Trustee Not Responsible for Recitals, Disposition of Securities
or Application of Proceeds Thereof. The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Issuer of any of the Securities or of the
proceeds thereof. 
 Section 5.04 Trustee and Agents May Hold Securities; Collections, etc. The Trustee or any agent of the
Issuer or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not the Trustee or such agent and may otherwise deal with the Issuer and receive, collect,
hold and retain collections from the Issuer with the same rights it would have if it were not the Trustee or such agent. 

Section 5.05 Moneys Held by Trustee. Subject to the provisions of Section 9.04 hereof, all moneys received by the Trustee
shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by mandatory provisions of law. All such moneys shall remain
uninvested and neither the Trustee nor any agent of the Issuer or the Trustee shall be under any liability for interest on any moneys received by it hereunder. 

Section 5.06 Compensation and Indemnification of Trustee and its Prior Claim. The Issuer covenants and agrees to pay to the
Trustee from time to time, and the Trustee shall be entitled to, compensation as the Issuer and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an
express trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of
the provisions of this Indenture (including the reasonable compensation and the fees, expenses and disbursements of its counsel and of all agents) except to the extent any such expense, disbursement or advance shall be determined by a court of
competent jurisdiction to have been caused by its own negligence, willful misconduct or bad faith in a final, non-appealable order. The Issuer also covenants to indemnify the Trustee and each predecessor
Trustee and their agents, officers, directors and employees 

  
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for, and to hold each of them harmless against, any loss, liability or expense arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and
the performance of its duties hereunder, including the costs and expenses of defending itself against or investigating any claim of liability in the premises, except to the extent such loss, liability or expense shall be determined by a court of
competent jurisdiction to have been caused by the negligence, willful misconduct or bad faith of the Trustee or such predecessor Trustee or their respective agents, officers, directors and employees in a final,
non-appealable order. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee and their agents, officers, directors and employees and to pay or
reimburse the Trustee and each predecessor Trustee and their agents, officers, directors and employees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the payment in full of the
Securities issued hereunder, the resignation or removal of the Trustee, or the satisfaction and discharge of this Indenture. As security for the performance of such obligations, the Trustee shall have a senior claim to that of the Holders of the
Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities, and the Securities are hereby subordinated to such senior claim. 

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.01(d) or
Section 4.01(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law. 
 Section 5.07 Right of Trustee to Rely on Officer’s Certificate, etc..
Subject to Sections 5.01 and 5.02, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder,
such matter may, in the absence of negligence, willful misconduct or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such certificate, in the
absence of negligence, willful misconduct 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 5.08 Persons Eligible for Appointment as Trustee. The Trustee for each series of Securities hereunder shall at all times
be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia having a combined capital and surplus of at least $25,000,000, and which is eligible in accordance with the
provisions of Section 310(a) of the Trust Indenture Act of 1939. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of a federal, state or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. 

Section 5.09 Resignation and Removal; Appointment of Successor Trustee. 

(a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities
by giving written notice of resignation to the Issuer no less than 30 days prior to the effective date of such resignation and by delivering notice thereof by first class mail to Holders of the applicable series of Securities at their last addresses
as they shall appear on the Security register. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument. If no successor trustee shall
have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning Trustee at the Issuer’s expense may petition any court of competent jurisdiction for
the appointment of a successor trustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 4.12, on behalf of himself and
all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. 

(b) In case at any time any of the following shall occur: 

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

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

(iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or
insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation; 
 then, in any such case, the Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor
trustee for such series by written instrument, or, subject to Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may on behalf
of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. 
 (c) The Holders of a majority in aggregate principal
amount of the Securities of each series at the time Outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Securities of such series by delivering to the Trustee
so removed, to the successor trustee so appointed and to the Issuer the evidence provided for in Section 6.01 of the action in that regard taken by the Securityholders not less than 30 days prior to the effective date of such removal. 

(d) Any resignation or removal of the Trustee with respect to any series and any appointment of a successor trustee with respect to such series
pursuant to any of the provisions of this Section 5.09 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 5.10. 

Section 5.10 Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 5.09
shall execute and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named
as trustee for such series hereunder; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall, subject to Section 9.04, pay over to the
successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer
shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or
funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 5.06. 
 If a successor
trustee is appointed with respect to the Securities of one or more (but not all) series, the Issuer, predecessor Trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture
supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the
predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be
trustee of a trust or trusts under separate indentures. 

  
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 Upon acceptance of appointment by any successor trustee as provided in this Section 5.10,
the Issuer shall deliver notice thereof to the Holders of Securities of any series for which such successor trustee is acting as trustee at their last addresses as they shall appear in the Security register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 5.09. If the Issuer fails to deliver such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such notice to be delivered at the expense of the Issuer. 

Section 5.11 Merger, Conversion, Consolidation or Succession to Business of Trustee. Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be eligible under the provisions of Section 5.08, without the execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding. 
 In case at the time such successor to the Trustee shall
succeed to the trusts created by this Indenture any of the Securities of any series shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the Securities of any series shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in
the name of the successor Trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities of such series or in this Indenture provided that the certificate of the Trustee shall have; provided, that
the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities of any series in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or
consolidation. 
 ARTICLE 6 

CONCERNING THE SECURITYHOLDERS 

Section 6.01 Evidence of Action Taken by Securityholders. Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by a specified percentage in principal amount of the Securityholders of any or all series may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such specified percentage of Securityholders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the
Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections 5.01 and 5.02) conclusive in favor of the Trustee and the Issuer, if made in the
manner provided in this Article. 
 Section 6.02 Proof of Execution of Instruments and of Holding of Securities; Record Date.
Subject to Sections 5.01 and 5.02, the execution of any instrument by a Securityholder or his agent or proxy may be proved 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 holding of Securities shall be proved by the Security register or by a certificate of the registrar thereof. The Issuer may set a record date for purposes of determining the identity of Holders of Securities of any
series entitled to vote or consent to any action referred to in Section 6.01, and thereafter, notwithstanding any other provisions hereof, only Holders of Securities of such series of record on such record date shall be entitled to so vote or
give such consent or revoke such vote or consent. 
 Section 6.03 Holders to be Treated as Owners. The Issuer, the Trustee and
any agent of the Issuer or the Trustee may deem and treat the person in whose name any Security shall be registered upon the Security register for such series as the absolute owner of such Security (whether or not such Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on such Security and for all other purposes; and
none of the Issuer, the Trustee or any agent of the Issuer or the Trustee shall be affected by any notice to the contrary. All such payments so made to any such person, or upon his 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 Security. 

  
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 Section 6.04 Securities Owned by Issuer Deemed Not Outstanding. In determining
whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Issuer or any other obligor on
the Securities with respect to which such determination is being made or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities with respect
to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such
direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in
accordance with such advice. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all Securities, if any, known by the Issuer to be owned or held by or for the account of
any of the above-described persons; and, subject to Sections 5.01 and 5.02, the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed
therein are Outstanding for the purpose of any such determination. 
 Section 6.05 Right of Revocation of Action Taken. At any
time prior to (but not after) the evidencing to the Trustee, as provided in Section 6.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a Security the serial number of which is shown by the evidence to be included among the serial numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the Holder of any Security shall be
conclusive and binding upon such Holder and upon all future Holders and owners of such Security and of any Securities issued in exchange or substitution therefor or on registration of transfer thereof, irrespective of whether or not any notation in
regard thereto is made upon any such Security. Any action taken by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action
shall be conclusively binding upon the Issuer, the Trustee and the Holders of all the Securities affected by such action. 
 ARTICLE 7 

SUPPLEMENTAL INDENTURES 

Section 7.01 Supplemental Indentures without Consent of Securityholders. The Issuer, any guarantor, if applicable, and the Trustee
may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: 

(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets,
or to confirm and evidence the release, termination, discharge or retaking of any lien with respect to or securing the Securities of any series when such release, termination, discharge or retaking is provided for under this Indenture; 

(b) to evidence the succession of another legal entity to the Issuer or any guarantor, as the case may be, or successive successions, and the
assumption by the successor legal entity of the covenants, agreements and obligations of the Issuer or such guarantor, as the case may be, pursuant to Article 8; 

(c) to add to the covenants of the Issuer or any guarantor such further covenants, restrictions, conditions or provisions as the Issuer, such
guarantor and the Trustee shall consider to be for the protection of the Holders of Securities (and, if such covenants are to be for the benefit of fewer than all series of Securities, stating that such covenants are being included solely for the
benefit of such series), and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several
remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that 

  
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allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default
or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; 

(d) to delete or modify any Events of Default with respect to all or any new series of the Securities, the form and terms of which are being
established pursuant to such supplemental indenture, Officer’s Certificate or resolution of the Board as permitted in Section 2.01 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying
the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith; 

(e) to add to or change any of the provisions of this Indenture to provide, change or eliminate any restrictions on the payment of principal of
or premium, if any, on Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; 

(f) to change or eliminate any of the provisions of this Indenture; provided, however, that any such change or elimination shall become
effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; 

(g) to cure any ambiguity, omission, mistake, defect or error, or to correct or supplement any provision contained herein or in any
supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to surrender any right or power herein conferred upon the Issuer or any guarantor; or to make such other
provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Issuer or any guarantor may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the
Securities in any material respect; 
 (h) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03,
or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, form, terms or purposes of issue, authentication or delivery of the Securities
of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; 
 (i) to evidence and
provide for the acceptance of appointment hereunder of a successor trustee or a Trustee (other than The Bank of New York Mellon) for a series of Securities 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 the successor trustee or more than one Trustee, as the case may be, pursuant to the requirements of Section 5.10; 

(j) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Section 9.01; provided, however, that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material
respect; 
 (k) to add to or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with any
amendments to the Trust Indenture Act of 1939 or modify this Indenture, if necessary with respect to a series of Securities, in order to continue its qualification with respect to such series of Securities under the Trust Indenture Act of 1939; 

(l) to reduce the minimum denomination of any series of Securities; 

(m) to prohibit the authentication and delivery of additional series of Securities; 

(n) to add guarantors or co-obligors with respect to any series of Securities, or to release guarantors
from their guarantees of Securities in accordance with the terms of the applicable series of Securities; 

  
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 (o) to make such provisions as may be necessary to issue any Securities in exchange for existing
Securities pursuant to a registration rights agreement or similar agreement; 
 (p) to conform the provisions of this Indenture with respect
to any series of Securities or the terms of such series of Securities to any provision of the “Description of Notes” in any offering memorandum or prospectus relating to the issuance of such series; or 

(q) to make any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders of such
Securities. 
 The Trustee is hereby authorized to join with the Issuer and any guarantor in the execution of any such supplemental
indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter
into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 

Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the
Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02. 
 Section 7.02 Supplemental
Indentures with Consent of Securityholders. With the consent (evidenced as provided in Article 6) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series affected by such
supplemental indenture (voting as one class), the Issuer, any guarantor, if applicable, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series; provided, that no such supplemental
indenture shall (a) (i) extend the final maturity of any Security, (ii) reduce the principal amount thereof, (iii) reduce the rate or extend the time of payment of interest thereon, (iv) reduce any amount payable on redemption
thereof, (v) make the principal thereof (including any amount in respect of original issue discount), or interest thereon payable in any coin or currency other than that provided in the Securities or in accordance with the terms thereof,
(vi) modify or amend any provisions for converting any currency into any other currency as provided in the Securities or in accordance with the terms thereof, (vii) reduce the amount of the principal of an Original Issue Discount Security
that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.01 or the amount thereof provable in bankruptcy pursuant to Section 4.02, (viii) modify or amend any provisions relating to the conversion or
exchange of the Securities for securities of the Issuer or a guarantor of the Securities or of other entities or other property (or the cash value thereof), including the determination of the amount of securities or other property (or cash) into
which the Securities shall be converted or exchanged, other than as provided in the anti-dilution provisions or other similar adjustment provisions of the Securities or otherwise in accordance with the terms thereof, or (ix) alter the
provisions of Section 10.11 or Section 10.13 or impair the right of any Securityholder to institute suit for the enforcement of any payment of principal of and interest on such Securityholder’s Securities on or after the due dates
therefor, in each case without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities of any series, the consent of the Holders of which is required for any such supplemental indenture,
without the consent of the Holders of each Security so affected. 
 A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series, with respect to such covenant or
provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 
 Upon the
request of the Issuer and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid and other documents, if any, required by Section 6.01, the Trustee shall join with the Issuer and any guarantor, if
applicable, in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may, but shall not be obligated
to, enter into such supplemental indenture. 

  
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 It shall not be necessary for the consent of the Securityholders under this Section to approve
the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. 

Promptly after the execution by the Issuer, any guarantor, if applicable, and the Trustee of any supplemental indenture pursuant to the
provisions of this Section, the Trustee shall give notice thereof by (a) first class mail to the Holders of Securities of each series affected thereby at their addresses as they shall appear on the registry books of the Issuer or (b) by
any other means set forth in such supplemental indenture, setting forth in general terms the substance of such supplemental indenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture. 
 Section 7.03 Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Issuer, any guarantor and the Holders of Securities of each series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 

Section 7.04 Documents to Be Given to Trustee. In executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel complying with
Section 10.05 hereof, and stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which adversely affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 
 Section 7.05 Notation on Securities in
Respect of Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for such
series as to any matter provided for by such supplemental indenture or as to any action taken by Securityholders. If the Issuer or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee
and the Board, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series then Outstanding. 

ARTICLE 8 
 CONSOLIDATION, MERGER,
SALE OR CONVEYANCE 
 Section 8.01 Issuer May Consolidate, etc., on Certain Terms. The Issuer will not merge or consolidate with
any other Person or sell or convey all or substantially all of its assets to any Person, unless (i) either the Issuer shall be the continuing legal entity, or the successor legal entity or the Person which acquires by sale or conveyance
substantially all the assets of the Issuer (if other than the Issuer) shall expressly assume the due and punctual payment of the principal of and interest on all the Securities, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be performed or observed by the Issuer, by supplemental indenture reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such successor legal entity,
and (ii) the Issuer or such successor legal entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition. 

Section 8.02 Successor Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an
assumption by the successor legal entity, all in the manner described in section 8.01, such successor legal entity shall succeed to and be substituted for, and may exercise every right and power of, the Issuer, with the same effect as if it had been
named herein; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board or any Officer of the Issuer may be done with like force and effect by the like board or officer of any entity that shall at the
time be the successor of the Issuer hereunder. Such successor legal entity may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such 

  
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succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor legal
entity instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers
of the Issuer to the Trustee for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. Any required
changes in phrasing and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. 
 In the
event of such assumption following any sale or conveyance in accordance with section 8.01 and this Section 8.02 (other than a conveyance by way of lease) the Issuer (including any successor legal entity that has been further substituted in
accordance with Section 8.01 and this Section 8.02) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved. 

Section 8.03 Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall receive an
Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable
provisions of this Indenture. 
 ARTICLE 9 

SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS 

Section 9.01 Satisfaction and Discharge of Indenture. 

(a) If at any time (i) the Issuer or any guarantor of the Securities shall have paid or caused to be paid the principal of and interest on
all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due
and payable, or (ii) the Issuer or any guarantor of the Securities shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any 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) or (iii) (A) all the 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 reasonably satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or any
guarantor of the Securities shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with
Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government
Obligations”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other
than any 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) not theretofore delivered to the Trustee for cancellation, including principal and
interest due or to become due on or prior to such date of maturity as the case may be, and if, in any such case, the Issuer or such guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer or such guarantor with
respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the
Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof and interest thereon upon the original
stated due date therefor (but no upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, indemnities and immunities of the Trustee hereunder and (v) the
rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or such guarantor accompanied by an
Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights
of Holders of the 

  
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Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of
any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and
properly rendered by the Trustee in connection with this Indenture or the Securities of such series. 
 (b) The following provisions shall
apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officer’s Certificate or indenture supplemental hereto provided pursuant to Section 2.03. In addition to discharge of the Indenture
pursuant to the next preceding paragraph, in the case of any series of Securities the exact amounts (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in
clause 9.01(b)(i) below, the Issuer and any guarantor shall be deemed to have paid and discharged the entire indebtedness on all the Securities of such series on the date of the deposit referred to in clause 9.01(b)(i) below and the satisfaction of
the conditions set forth below, and the provisions of this Indenture with respect to the Securities of such series thereto shall no longer be in effect (except as to (1) rights of registration of transfer and exchange of Securities of such
series and the Issuer’s right of optional redemption, if any, (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (3) rights of Holders of Securities to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (4) the rights, obligations, duties, indemnities and immunities of the
Trustee hereunder, (5) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (6) the obligations of the Issuer under
Section 3.02) and the Trustee, at the expense of the Issuer or any guarantor of the Securities, shall at the Issuer’s or such guarantor’s request, execute proper instruments acknowledging the same, if 

(i) with reference to this provision the Issuer or any guarantor has irrevocably deposited or caused to be irrevocably
deposited with the Trustee as trust funds in trust specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (A) cash in an amount, or (B) in the case of any series of
Securities the payments on which may only be made in Dollars, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (C) a combination thereof, sufficient
to pay (1) the principal and interest on all Securities of such series and coupons appertaining thereto on each date that such principal or interest is due and payable and (2) any mandatory sinking fund payments on the dates on which such
payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; 
 (ii) such
deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Issuer is a party or by which it is bound; 

(iii) the Issuer or such guarantor has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the
Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and such opinion
shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same
amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; and 

(iv) the Issuer or such guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each
stating that all conditions precedent provided for relating to the defeasance contemplated by this provision have been complied with. 
 (c)
Each of the Issuer and any guarantor of the Securities shall be released from its obligations under Section 8.01 with respect to the Securities of any Series, Outstanding, and under any guarantee in respect thereof, on and after the date the
conditions set forth below are satisfied (hereinafter, “covenant defeasance”). For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities of any Series, and under a guarantee in respect
thereof, the Issuer and any guarantor of the Securities may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in such Sections, whether directly or indirectly by


  
 30 








 
reason of any reference elsewhere herein to such Sections or by reason of any reference in such Sections to any other provision herein or in any other document and such omission to comply shall
not constitute an Event of Default under Section 4.01, but the remainder of this Indenture and such Securities and coupons and guarantee, if any, shall be unaffected thereby. The following shall be the conditions to application of this
subsection (c) of this Section 9.01: 
 (i) The Issuer or such guarantor has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) cash in an
amount, or (B) in the case of any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations maturing as to principal and interest at such times and in such amounts as will insure the availability of
cash or (C) a combination thereof, sufficient to pay (1) the principal and interest on all Securities of such series and coupons appertaining thereto and (2) any mandatory sinking fund payments on the day on which such payments are
due and payable in accordance with the terms of the Indenture and the Securities of such series. 
 (ii) No Event of Default
or event which with notice or lapse of time or both would become an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit, after giving effect thereto. 

(iii) Such covenant defeasance shall not cause the Trustee to have a conflicting interest for purposes of the Trust Indenture
Act of 1939 with respect to any securities of the Issuer. 
 (iv) Such covenant defeasance shall not result in a breach or
violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuer or the Guarantor is a party or by which either of them is bound. 

(v) The Issuer or such guarantor shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel to
the effect that the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such 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. 
 (vi) The Issuer or
such guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the covenant defeasance contemplated by this provision have been complied
with. 
 Section 9.02 Application by Trustee of Funds Deposited for Payment of Securities. Subject to Section 9.04 and any
subordination provisions applicable to the Securities; all moneys deposited with the Trustee pursuant to Section 9.01 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Issuer
acting as its own paying agent), to the Holders of the particular Securities of such series for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal and
interest; but such money need not be segregated from other funds except to the extent required by law. 
 Section 9.03 Repayment of
Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to Securities of any series, all moneys then held by any paying agent under the provisions of this Indenture with respect to such
series of Securities shall, upon written demand of the Issuer, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such moneys. 

Section 9.04 Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the
Trustee or any paying agent for the payment of the principal of or interest on any Security of any series and not applied but remaining unclaimed for two years after the date upon which such principal or interest shall have become due and payable,
shall, upon the written request of the Issuer and unless 

  
 31 








 
otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Issuer by the Trustee for such series or such paying agent, and the
Holder of the Security of such series shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Issuer for any payment which such Holder may be entitled to
collect, and all liability of the Trustee or any paying agent with respect to such moneys shall thereupon cease. 
 The Issuer shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.01 or the principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of Outstanding Securities. 
 ARTICLE 10 

MISCELLANEOUS PROVISIONS 

Section 10.01 Incorporators, Stockholders, Members, Officers, Directors and Employees of Issuer and any Guarantor of Securities Exempt
from Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or
against any past, present or future stockholder (except in a stockholder’s corporate capacity as guarantor of the Securities), member, officer, director or employee, as such, of the Issuer or a guarantor of the Securities or of any successor,
either directly or through the Issuer or such guarantor, as the case may be, or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise,
all such liability being expressly waived and released by the acceptance of the Securities by the Holders thereof and as part of the consideration for the issue of the Securities. 

Section 10.02 Provisions of Indenture for the Sole Benefit of Parties and Securityholders. Nothing in this Indenture or in the
Securities, expressed or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and their successors, the holders of Senior Debt and the Holders of the Securities, any legal or equitable right,
remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Securities. 

Section 10.03 Successors and Assigns of Issuer Bound by Indenture. All the covenants, stipulations, promises and agreements in
this Indenture contained by or in behalf of the Issuer shall bind its successors and assigns, whether so expressed or not. 

Section 10.04 Notices and Demands on Issuer, Trustee and Securityholders. Any notice or demand which by any provision of this
Indenture is required or permitted to be given or delivered by the Trustee or by the Holders of Securities to or on the Issuer shall be in writing in the English language and may be given or delivered by being deposited postage prepaid, first-class
mail (except as otherwise specifically provided herein) addressed (until another address is filed with the Trustee) as follows: 
 If to the
Issuer: 
 Teva Pharmaceutical Industries Limited 

5 Basel Street, P.O. Box 3190 

Petach Tikva 4951033, Israel 

Attention: Eran Ezra, Global Treasury 

Facsimile:
011-972-3-914-8678 

with copies (which, in the case of Kirkland & Ellis LLP, shall not constitute notice) to: 

Teva Pharmaceuticals USA, Inc. 

1090 Horsham Road 
 North Wales,
PA 19454 
 Attention: David M. Stark, Chief Legal Officer 

Fax: (215) 293-6499 

  
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 Kirkland & Ellis LLP 

601 Lexington Avenue 
 New York,
NY 10022 
 Attention: Joshua N. Korff, P.C. 

  Ross M. Leff 

Fax: +1 (212) 446-4900 

Any notice, direction, request or demand by the Issuer or any Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if delivered in person or telecopied or mailed by first-class mail to the Trustee at 101 Barclay Street, Floor 7E, New York, NY 10286, Attention: Corporate Trust Administration – Global Finance Unit, Fax: (212) 815-5366. 
 The Trustee agrees to accept and act upon instructions or directions pursuant to this
Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods. If the party elects to give the Trustee e-mail or facsimile
instructions (or instructions by a similar electronic method) and the Trustee elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses,
costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. Each other party
agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception
and misuse by third parties. 
 Where this Indenture provides for notice to Holders, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder entitled thereto, at his last address as it appears in the Security register. In any case where notice to Holders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such waiver. 
 In case, by reason of the suspension of or
irregularities in regular mail service, it shall be impracticable to mail notice to the Issuer or Securityholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice. 
 Notwithstanding anything to the contrary contained
herein, as long as the Securities are in the form of a Registered Global Security, notice to the Holders may be made electronically in accordance with procedures of the Depositary. 

Section 10.05 Officer’s Certificates and Opinions of Counsel; Statements to be Contained Therein. Upon any
application or demand by the Issuer or any guarantor of the Securities to the Trustee to take any action under any of the provisions of this Indenture, the Issuer or such guarantor, as the case may be, shall furnish to the Trustee an Officer’s
Certificate, stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been
complied with. 
 Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant provided for in this Indenture shall include (a) a statement that the person making such certificate or opinion has read such covenant or condition, (b) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such certificate or opinion are based, (c) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has been complied with and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. 

  
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 Any certificate, statement or opinion of an Officer of the Issuer or any guarantor of the
Securities may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such Officer knows that the certificate or opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual
matters, information with respect to which is in the possession of the Issuer or such guarantor, as the case may be, upon the certificate, statement or opinion of or representations by an Officer of Officers of the Issuer or such guarantor, as the
case may be, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous. 
 Any certificate, statement or opinion of an Officer of the Issuer or any
guarantor of the Securities or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Issuer, unless such Officer or
counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable
care should know that the same are erroneous. 
 Any certificate or opinion of any independent firm of public accountants filed with the
Trustee shall contain a statement that such firm is independent. 
 Section 10.06 Payments Due on Saturdays, Sundays and
Holidays. If the date of maturity of interest on or principal of the Securities of any series or the date fixed for redemption or repayment of any such Security shall not be a Business Day, then payment of interest or principal need not be made
on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date. 

Section 10.07 Conflict of any Provision of Indenture with Trust Indenture Act of 1939. If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with another provision included in this Indenture by operation of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939 (an “incorporated provision”), such incorporated provision
shall control. 
 Section 10.08 New York Law to Govern. This Indenture and each Security shall be deemed to be a contract under
the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State. 
 Section 10.09
Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. 

Section 10.10 Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof. 
 Section 10.11 Securities in a Non-U.S.
Currency. Unless otherwise specified in an Officer’s Certificate delivered pursuant to Section 2.03 of this Indenture with respect to a particular series of Securities, whenever for purposes of this Indenture any action may be taken by
the Holders of a specified percentage in aggregate principal amount of Securities of all series or all series affected by a particular action at the time Outstanding and, at such time, there are Outstanding Securities of any series which are
denominated in a coin or currency other than Dollars, then the principal amount of Securities of such series which shall be deemed to be Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for
such amount at the Market Exchange Rate. For purposes of this Section 10.11, Market Exchange Rate shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York.
If such Market Exchange Rate is not available for any reason with respect to such currency, the Issuer shall use, in good 

  
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faith and its reasonable discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more
major banks in The City of New York or in the country of issue of the currency in question, or such other quotations as the Issuer shall in its commercially reasonable judgment deem appropriate. The provisions of this paragraph shall apply in
determining the equivalent principal amount in respect of Securities of a series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. 

All decisions and determinations of the Issuer regarding the Market Exchange Rate or any alternative determination provided for in the
preceding paragraph shall be in its commercially reasonable judgment and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably binding upon the Issuer and all Holders. 

Section 10.12 Submission to Jurisdiction. Each of the Issuer and the Trustee agrees that any legal suit, action or proceeding
arising out of or based upon this Indenture may be instituted in any federal or state court sitting in the Borough of Manhattan in New York City, and, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to
the laying of venue of any such proceeding, and irrevocably submits to the jurisdiction of such court in any suit, action or proceeding. The Issuer, as long as any of the Securities remain Outstanding or the parties hereto have any obligation under
this Indenture, shall have an authorized agent (the “Authorized Agent”) in the United States upon whom process may be served in any such legal action or proceeding. Service of process upon such agent and written notice of such service
mailed or delivered to it shall to the extent permitted by law be deemed in every respect effective service of process upon it in any such legal action or proceeding. The Issuer hereby appoints Teva Pharmaceuticals USA, Inc., 1090 Horsham Road,
North Wales, PA 19454, as its agent for such purposes, and covenants and agrees that service of process in any legal action or proceeding may be made upon it at such office of such agent. 

Section 10.13 Judgment Currency. The Issuer agrees, to the fullest extent that it may effectively do so under applicable law, that
(a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of or interest on the Securities of any series (the “Required Currency”) into a currency in which a judgment
will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment
Currency on the day on which final unappealable judgment is entered, unless such day is not a New York Banking Day, then, to the extent permitted by applicable law, the rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which final unappealable judgment is entered and (b) its obligations under
this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the
Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as
an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and
(iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New
York or a day on which banking institutions in The City of New York are authorized or required by law or executive order to close. 

Section 10.14 Waiver of Jury Trial. EACH OF THE ISSUER, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

Section 10.15 Foreign Account Tax Compliance Act. In order to comply with applicable tax laws, rules and regulations (including
directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”), the Issuer agrees, upon reasonable request, to provide to the Trustee and any Paying Agent tax-information about Holders or the transactions contemplated hereby (including any modification to 

  
 35 








 
the terms of such transactions), to the extent such information is directly available to the Issuer, so that the Trustee and any Paying Agent can determine whether it has tax-related obligations under Applicable Law and the Issuer acknowledges that the Trustee and any Paying Agent without liability shall be entitled to make any withholding or deduction from payments under the
Indenture to the extent necessary to comply with Applicable Law. 
 ARTICLE 11 

REDEMPTION OF SECURITIES AND SINKING FUNDS 

Section 11.01 Applicability of Article. The provisions of this Article shall be applicable to the Securities of any series which
are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 2.03 for Securities of such series. 

Section 11.02 Notice of Redemption; Partial Redemptions. Notice of redemption to the Holders of Securities of any series to be
redeemed as a whole or in part at the option of the Issuer shall be given by delivering notice of such redemption, at least 15 days and not more than 60 days prior to the date fixed for redemption, to such registered Holders of Securities of such
series. Any notice which is delivered in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice, or any defect in the notice to the Holder of any
Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such series. Any such notice of redemption shall also be given to the Trustee in the
manner provided in Section 10.04 hereof at least 15 days and not more than 60 days prior to the date fixed for redemption. 
 The
notice of redemption to each such Holder shall specify: (i) the principal amount of the Securities of such series to be redeemed, (ii) the CUSIP number (if any), (iii) the date fixed for redemption, (iv) the redemption price,
(v) the place or places of payment, (vi) that payment will be made upon presentation and surrender of such Securities, (vii) that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case,
(viii) that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in such notice, (ix) if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall
state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may
be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed and (x) that on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue, unless the Issuer defaults in making such redemption payment or the Trustee or paying agent for such series is prohibited from making such payment pursuant to the terms of this
Indenture. In case any Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon
surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued. 

The notice of redemption of Securities of any series to be redeemed at the option of the Issuer shall be given by the Issuer or, at the
Issuer’s request delivered to the Trustee at least five Business Days before the date such notice is to be given to Holders (unless a shorter period shall be acceptable to the Trustee), by the Trustee in the name and at the expense of the
Issuer. 
 On or before the redemption date specified in the notice of redemption given as provided in this Section, the Issuer will deposit
with the Trustee or with one or more paying agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.04) an amount of money or other property sufficient to redeem on the
redemption date all the Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption. 

If less than all the Securities of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and
fair, Securities of such series to be redeemed in whole or in part. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Securities of such series or any multiple thereof. The Trustee shall promptly notify
the Issuer in writing of the Securities of such series selected for redemption and, in the case of any Securities of such series selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless
the context otherwise requires, all provisions relating to the redemption of Securities of any series shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which
has been or is to be redeemed. 

  
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 Section 11.03 Payment of Securities Called for Redemption. If notice of redemption
has been given as above provided, the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued
to, but excluding, the date fixed for redemption, and on and after said date (unless the Issuer shall default in the payment of such Securities at the redemption price, together with interest accrued to said date) interest on the Securities or
portions of Securities so called for redemption shall cease to accrue and, except as provided in Sections 5.05 and 9.04, such Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under this
Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to, but excluding, the date fixed for redemption. On presentation and surrender of such
Securities at a place of payment specified in said notice, said Securities or the specified portions thereof shall be paid and redeemed by the Issuer at the applicable redemption price, together with interest accrued thereon to, but excluding, the
date fixed for redemption; provided that any semiannual payment of interest becoming due on the date fixed for redemption shall be payable to the Holders of such Securities registered as such on the relevant record date subject to the terms and
provisions of Sections 2.03 and 2.04 hereof. 
 If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by such Security. 

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

Section 11.04 Exclusion of Certain Securities from Eligibility for Selection for Redemption. Securities shall be excluded from
eligibility for selection for redemption if they are identified by registration and certificate number in a written statement signed by an authorized officer of the Issuer and delivered to the Trustee at least 40 days prior to the last date on which
notice of redemption may be given as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b) an entity specifically identified in such written statement as directly or indirectly
controlling or controlled by or under direct or indirect common control with the Issuer. 
 Section 11.05 Mandatory and Optional
Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount
provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”.

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

On or before the 45th day next preceding each sinking fund payment date for any series, the Issuer will deliver to the Trustee a written
statement (which need not contain the statements required by Section 10.05) signed by an authorized officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion
to be satisfied by credit of Securities of such series, (b) stating that none of the Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest


  
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or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Issuer intends to exercise its
right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Issuer intends to pay on or before the next succeeding sinking fund payment date. Any
Securities of such series to be credited and required to be delivered to the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation
pursuant to Section 2.10 to the Trustee with such written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such written statement shall be irrevocable and upon its receipt by the Trustee the Issuer shall become
unconditionally obligated to make all the cash payments or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Issuer, on or before any such 60th day, to deliver such written statement and
Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Issuer (i) that the mandatory sinking fund payment for such series due on the next
succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Issuer will make no optional sinking fund payment with respect to such
series as provided in this Section. 
 If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the
next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Issuer shall so request in writing to the Trustee specifying such lesser amount) with
respect to the Securities of any particular series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price together with accrued interest to the
date fixed for redemption. If such amount shall be $50,000 or less and the Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 is available. The Trustee shall select, in the manner provided in
Section 11.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Issuer) inform the Issuer of the
serial numbers of the Securities of such series (or portions thereof) so selected. Securities of any series which are (a) owned by the Issuer or an entity known by a Responsible Officer of the Trustee to be directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer, as shown by the Security register, and not known to a Responsible Officer of the Trustee to have been pledged or hypothecated by the Issuer or any such entity or
(b) identified in an Officer’s Certificate at least 60 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer or an entity directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer shall be excluded from Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense of the Issuer (or the Issuer, if it shall so request
the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 11.02 (and with the effect provided in Section 11.03) for the redemption of Securities of
such series in part at the option of the Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be applied to the next cash sinking fund payment for such series and, together
with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which
are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the principal of, and interest on, the Securities of such
series at maturity. 
 On or before the Business Day prior to each sinking fund payment date, the Issuer shall pay to the Trustee in cash or
shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. 

The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or give any notice of redemption of
Securities for such series by operation of the sinking fund during the continuance of a default in payment of interest on such Securities or of any Event of Default except that, where the delivery of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such
series at the time when any such default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such default or Event of Default, be deemed to have been collected under Article 4 and
held for the payment of all 

  
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such Securities. In case such Event of Default shall have been waived as provided in Section 4.10 or the default cured on or before the 60th day preceding the sinking fund payment date in
any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities. 

ARTICLE 12 
 SUBORDINATION OF
SECURITIES 
 Section 12.01 Agreement to Subordinate. The Issuer covenants and agrees, and each Holder of a Security issued
hereunder by his acceptance thereof likewise covenants and agrees, that all Securities shall be issued subject to the provisions of this Article; and each person holding any Security, whether upon original issue or upon transfer, assignment or
exchange thereof accepts and agrees that the principal of (and premium, if any) and interest on all Securities issued hereunder shall, to the extent and in the manner set forth herein, subject to any modifications or additional terms set forth in
any applicable supplemental indenture, be subordinated and subject in right to the prior payment in full of all Senior Debt. 

Section 12.02 Payments to Holders of Securities. In the event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Issuer or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Issuer,
whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, and (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Issuer, then and in any such event the holders
of Senior Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt (including any interest accruing thereon after the commencement of any such case or proceeding), or provision shall
be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or
interest on the Securities, and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any
such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Issuer being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Securities
in any such case, proceeding, dissolution or other winding up event. 
 In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be
payable or deliverable by reason of the payment of any other indebtedness of the Issuer being subordinated to the payment of the Securities, before all Senior Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior
to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Issuer for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in
full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. 
 For purposes of this Article
only, the words “cash, property or securities” shall not be deemed to include shares of stock of the Issuer as reorganized or readjusted, or securities of the Issuer or any other corporation or other entity provided for by a plan of
reorganization or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are pursuant to the provisions in this
Article. The consolidation of the Issuer with, or the merger of the Issuer into, another legal entity or the liquidation or dissolution of the Issuer following the conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another legal entity upon the terms and conditions provided in Article 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this section if such other
corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8. 

  
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 Section 12.03 No Payment When Senior Debt Is In Default. Subject to the last
paragraph of this Section, (a) in the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect thereto (but not if such
default in payment shall have been cured or waived or shall have ceased to exist), or (b) in the event that the holders of such Senior Debt (or a trustee on behalf of the holders thereof) to have declared such Senior Debt due and payable prior
to the date on which it would otherwise have become due and payable by reason of an event of default (but not if such declaration of acceleration shall have been rescinded or annulled), then no payment (including any payment which may be payable by
reason of the payment of any other indebtedness of the Issuer being subordinated to the payment of the Securities) shall be made by the Issuer on account of principal of (or premium, if any) or interest on the Securities or on account of the
purchase or other acquisition of Securities, other than pursuant to their conversion, if any; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article 11 by delivering and
crediting pursuant to Section 11.05 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment. 

In the event that, notwithstanding the foregoing, the Issuer shall make any payment to the Trustee or the Holder of any Security prohibited by
the provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith
to the Issuer. 
 Section 12.04 Payment Permitted in Certain Situations. Nothing contained in this Article or elsewhere in this
Indenture or in any of the Securities shall prevent (a) the Issuer, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of
assets and liabilities of the Issuer referred to in Section 12.02 or under the conditions described in Section 12.03, from making payments at any time of or on account of the principal of (and premium, if any) or interest on the Securities
or on account of the purchase or other acquisition of the Securities, or (b) the application by the Trustee of any money deposited with it hereunder to the payment of or on account of the principal of (and premium, if any) or interest on the
Securities or the retention of such payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge that such payment would have been prohibited by the provisions of this Article. 

Section 12.05 Subrogation to Rights of Holders of Senior Debt. Subject to the payment in full of all Senior Debt or the provision
for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior
Debt pursuant to the provisions of this Article (equally and ratably with the holders of indebtedness of the Issuer which by its express terms is subordinated to the indebtedness of the Issuer to substantially the same extent as the Securities are
subordinated to the Senior Debt and is entitled to like rights of subrogation) to the rights of the holders of such Senior Debt to receive payments and distributions of cash, property and securities applicable to the Senior Debt until the principal
of (and premium, if any) and interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Debt by Holders of the Securities or the Trustee, shall, as among the
Issuer, its creditors other than holders of Senior Debt and the Holders of the Securities, be deemed to be a payment or distribution by the Issuer to or on account of the Securities. 

Section 12.06 Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Debt on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall
(a) impair, as among the Issuer, its creditors other than holders of Senior Debt and the Holders of the Securities, the obligation of the Issuer, which is absolute and unconditional, to pay to the Holders of the Securities the principal of (and
premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Issuer of the Holders of the Securities and creditors of the Issuer
other than the holders of Senior Debt; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this
Article of the holders of Senior Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder. 

  
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 Section 12.07 Trustee to Effectuate Subordination. Each Holder of a Security by his
acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes. 
 Section 12.08 No Waiver of Subordination
Provisions. No right of any present or future holder of any Senior Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or by any act or
failure to act, in good faith, by any such holder, or by any non-compliance by the Issuer with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may
have or be otherwise charged with. 
 Section 12.09 Notice to Trustee. The Issuer shall give prompt written notice to the
Trustee of any fact known to the Issuer which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice
thereof from the Issuer or a holder of Senior Debt; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 5.01, shall be entitled in all respects to assume that no such facts exist. 

Subject to the provisions of Section 5.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt to establish that such notice has been given by a holder of Senior Debt. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by
such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such Person to receive such payment. 
 Section 12.10
Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Issuer referred to in this Article, the Trustee, subject to the provisions of Section 5.01, and the Holders of the
Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Debt and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article. 
 Section 12.11 Trustee Not Fiduciary for Holders of
Senior Debt. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders or creditors if it shall in good faith pay over or distribute to Holders of Securities or to the
Issuer or to any other Person cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article or otherwise. With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only
such of its covenants and obligations as are specifically set forth in this Article and no implied covenants or obligations with respect to holders of Senior Debt shall be read into this Indenture against the Trustee. 

Section 12.12 Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights. The Trustee in its
individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Debt which may at any time be held by it, to the same extent as any other holder of Senior Debt and nothing in this Indenture shall deprive
the Trustee of any of its rights as such holder. 
 Nothing in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 5.06. 

  
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 Section 12.13 Article Applicable to Paying Agents. In case at any time any paying
agent other than the Trustee shall have been appointed by the Issuer and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and
including such paying agent within its meaning as fully for all intents and purposes as if such paying agent were named in this Article in addition to or in place of the Trustee. 

 

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

			
	Very truly yours,
	
	TEVA PHARMACEUTICAL INDUSTRIES LIMITED, AS ISSUER


 
			
		
	By:	 	  

		 	Name:
		 	Title:



  
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	THE BANK OF NEW YORK MELLON,
	      AS TRUSTEE
		
	By:	 	  

		 	Name:
		 	Title:



  
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