EX-4.2



 Exhibit 4.2 

FBR & CO., 

Issuer 
 And 

                    , 

Trustee 
  

 
 INDENTURE

  
  

Dated as of                     

 Debt Securities 







 Table of Contents 

 

							
	ARTICLE 1	  
	
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	  
			
	 Section 1.1
	 	 Definitions
	  	 	1	  
		 	 Act
	  	 	2	  
		 	 Affiliate
	  	 	2	  
		 	 Authenticating Agent
	  	 	2	  
		 	 Authorized Officer
	  	 	2	  
		 	 Bankruptcy Law
	  	 	2	  
		 	 Board of Directors
	  	 	2	  
		 	 Board Resolution
	  	 	2	  
		 	 Business Day
	  	 	2	  
		 	 Capital Stock
	  	 	2	  
		 	 Commission
	  	 	3	  
		 	 Common Stock
	  	 	3	  
		 	 Company
	  	 	3	  
		 	 Company Request and Company Order
	  	 	3	  
		 	 Conversion Event
	  	 	3	  
		 	 Corporate Trust Office
	  	 	3	  
		 	 Corporation
	  	 	3	  
		 	 Currency
	  	 	3	  
		 	 CUSIP number
	  	 	3	  
		 	 Custodian
	  	 	3	  
		 	 Defaulted Interest
	  	 	3	  
		 	 Dollars or $
	  	 	3	  
		 	 Event of Default
	  	 	4	  
		 	 Foreign Currency
	  	 	4	  
		 	 Government Obligations
	  	 	4	  
		 	 Holder
	  	 	4	  
		 	 Indebtedness
	  	 	4	  
		 	 Indenture
	  	 	4	  
		 	 Independent Public Accountants
	  	 	4	  
		 	 Indexed Security
	  	 	5	  
		 	 Interest
	  	 	5	  
		 	 Interest Payment Date
	  	 	5	  
		 	 Judgment Currency
	  	 	5	  
		 	 Maturity
	  	 	5	  
		 	 New York Banking Day
	  	 	5	  
		 	 Office or Agency
	  	 	5	  
		 	 Officer’s Certificate
	  	 	5	  
		 	 Opinion of Counsel
	  	 	5	  
		 	 Original Issue Discount Security
	  	 	5	  
		 	 Outstanding
	  	 	5	  


  
 -i- 









							
	 	 	Paying Agent	  	7	 
		 	 Permitted Liens
	  	 	7	  
		 	 Person
	  	 	7	  
		 	 Place of Payment
	  	 	7	  
		 	 Predecessor Security
	  	 	7	  
		 	 Preferred Stock
	  	 	7	  
		 	 Principal Subsidiaries
	  	 	7	  
		 	 Redemption Date
	  	 	7	  
		 	 Redemption Price
	  	 	7	  
		 	 Registered Security
	  	 	7	  
		 	 Regular Record Date
	  	 	7	  
		 	 Required Currency
	  	 	7	  
		 	 Responsible Officer
	  	 	7	  
		 	 Security
	  	 	8	  
		 	 Securities
	  	 	8	  
		 	 Security Register
	  	 	8	  
		 	 Security Registrar
	  	 	8	  
		 	 Special Record Date
	  	 	8	  
		 	 Stated Maturity
	  	 	8	  
		 	 Subsidiary
	  	 	8	  
		 	 Trust Indenture Act
	  	 	8	  
		 	 Trustee
	  	 	8	  
		 	 United States
	  	 	9	  
		 	 U.S. Depository or Depository
	  	 	9	  
		 	 U.S. Depository
	  	 	9	  
		 	 Vice President
	  	 	9	  
		 	 Voting Securities
	  	 	9	  
	 Section 1.2
	 	 Compliance Certificates and Opinions
	  	 	9	  
	 Section 1.3
	 	 Form of Documents Delivered to Trustee
	  	 	10	  
	 Section 1.4
	 	 Acts of Holders
	  	 	10	  
	 Section 1.5
	 	 Notices, etc. to Trustee and Company
	  	 	12	  
	 Section 1.6
	 	 Notice to Holders of Securities; Waiver
	  	 	12	  
	 Section 1.7
	 	 Language of Notices
	  	 	13	  
	 Section 1.8
	 	 Conflict with Trust Indenture Act
	  	 	13	  
	 Section 1.9
	 	 Effect of Headings and Table of Contents
	  	 	13	  
	 Section 1.10
	 	 Successors and Assigns
	  	 	13	  
	 Section 1.11
	 	 Separability Clause
	  	 	14	  
	 Section 1.12
	 	 Benefits of Indenture
	  	 	14	  
	 Section 1.13
	 	 Governing Law
	  	 	14	  
	 Section 1.14
	 	 Legal Holidays
	  	 	14	  
	 Section 1.15
	 	 Counterparts
	  	 	14	  
	 Section 1.16
	 	 Judgment Currency
	  	 	14	  
	 Section 1.17
	 	 No Security Interest Created
	  	 	15	  
	 Section 1.18
	 	 Limitation on Individual Liability
	  	 	15	  


  
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	ARTICLE 2	  
	
	SECURITIES FORMS	  
			
	 Section 2.1
	 	 Forms Generally
	  	 	16	  
	 Section 2.2
	 	 Form of Trustee’s Certificate of Authentication
	  	 	16	  
	 Section 2.3
	 	 Securities in Global Form
	  	 	16	  
	
	ARTICLE 3	  
	
	THE SECURITIES	  
			
	 Section 3.1
	 	 Amount Unlimited; Issuable in Series
	  	 	17	  
	 Section 3.2
	 	 Currency; Denominations
	  	 	20	  
	 Section 3.3
	 	 Execution, Authentication, Delivery and Dating
	  	 	20	  
	 Section 3.4
	 	 Temporary Securities
	  	 	22	  
	 Section 3.5
	 	 Registration, Transfer and Exchange
	  	 	22	  
	 Section 3.6
	 	 Mutilated, Destroyed, Lost and Stolen Securities
	  	 	25	  
	 Section 3.7
	 	 Payment of Interest; Rights to Interest Preserved
	  	 	26	  
	 Section 3.8
	 	 Persons Deemed Owners
	  	 	28	  
	 Section 3.9
	 	 Cancellation
	  	 	28	  
	 Section 3.10
	 	 Computation of Interest
	  	 	28	  
	
	ARTICLE 4	  
	
	SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE AND COVENANT DEFEASANCE	  
			
	 Section 4.1
	 	 Satisfaction and Discharge
	  	 	28	  
	 Section 4.2
	 	 Defeasance and Covenant Defeasance
	  	 	30	  
	 Section 4.3
	 	 Application of Trust Money
	  	 	33	  
	 Section 4.4
	 	 Reinstatement
	  	 	33	  
	
	ARTICLE 5	  
	
	REMEDIES	  
			
	 Section 5.1
	 	 Events of Default
	  	 	34	  
	 Section 5.2
	 	 Acceleration of Maturity; Rescission and Annulment
	  	 	36	  
	 Section 5.3
	 	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	 	37	  
	 Section 5.4
	 	 Trustee May File Proofs of Claim
	  	 	37	  
	 Section 5.5
	 	 Trustee May Enforce Claims without Possession of Securities or Coupons
	  	 	38	  
	 Section 5.6
	 	 Application of Money Collected
	  	 	38	  
	 Section 5.7
	 	 Limitations on Suits
	  	 	39	  
	 Section 5.8
	 	 Unconditional Right of Holders to Receive Principal and any Premium and Interest
	  	 	40	  
	 Section 5.9
	 	 Restoration of Rights and Remedies
	  	 	40	  


  
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	 Section 5.10
	 	 Rights and Remedies Cumulative
	  	 	40	  
	 Section 5.11
	 	 Delay or Omission Not Waiver
	  	 	40	  
	 Section 5.12
	 	 Control by Holders of Securities
	  	 	40	  
	 Section 5.13
	 	 Waiver of Past Defaults
	  	 	41	  
	 Section 5.14
	 	 Waiver of Usury, Stay or Extension Laws
	  	 	41	  
	 Section 5.15
	 	 Undertaking for Costs
	  	 	41	  
	
	 ARTICLE 6
  

THE TRUSTEE
	   
 

  


			
	 Section 6.1
	 	 Certain Rights of Trustee
	  	 	42	  
	 Section 6.2
	 	 Notice of Defaults
	  	 	43	  
	 Section 6.3
	 	 Not Responsible for Recitals or Issuance of Securities
	  	 	44	  
	 Section 6.4
	 	 May Hold Securities
	  	 	44	  
	 Section 6.5
	 	 Money Held in Trust
	  	 	44	  
	 Section 6.6
	 	 Compensation and Reimbursement
	  	 	44	  
	 Section 6.7
	 	 Corporate Trustee Required; Eligibility
	  	 	45	  
	 Section 6.8
	 	 Resignation and Removal; Appointment of Successor
	  	 	45	  
	 Section 6.9
	 	 Acceptance of Appointment by Successor
	  	 	47	  
	 Section 6.10
	 	 Merger, Conversion, Consolidation or Succession to Business
	  	 	48	  
	 Section 6.11
	 	 Appointment of Authenticating Agent
	  	 	48	  
	 Section 6.12
	 	 Appointment of Attorney-in-Fact
	  	 	50	  
	
	 ARTICLE 7
  

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
	   
 

  


			
	 Section 7.1
	 	 Company to Furnish Trustee Names and Addresses of Holders
	  	 	51	  
	 Section 7.2
	 	 Preservation of Information; Communications to Holders
	  	 	51	  
	 Section 7.3
	 	 Reports by Trustee
	  	 	51	  
	 Section 7.4
	 	 Reports by Company
	  	 	52	  
	
	 ARTICLE 8
  

CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES
	   
 

  


			
	 Section 8.1
	 	 Company May Consolidate, Etc., Only on Certain Terms
	  	 	52	  
	 Section 8.2
	 	 Successor Person Substituted for Company
	  	 	53	  
	
	 ARTICLE 9
  

SUPPLEMENTAL INDENTURES
	   
 

  


			
	 Section 9.1
	 	 Supplemental Indentures without Consent of Holders
	  	 	53	  
	 Section 9.2
	 	 Supplemental Indentures with Consent of Holders
	  	 	54	  
	 Section 9.3
	 	 Execution of Supplemental Indentures
	  	 	56	  
	 Section 9.4
	 	 Effect of Supplemental Indentures
	  	 	56	  


  
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	 Section 9.5
	 	 Reference in Securities to Supplemental Indentures
	  	 	56	  
	 Section 9.6
	 	 Conformity with Trust Indenture Act
	  	 	56	  
	 Section 9.7
	 	 Notice of Supplemental Indenture
	  	 	57	  
	
	 ARTICLE 10
  

COVENANTS
	   
 

  


			
	 Section 10.1
	 	 Payment of Principal, any Premium, Interest
	  	 	57	  
	 Section 10.2
	 	 Maintenance of Office or Agency
	  	 	57	  
	 Section 10.3
	 	 Money for Securities Payments to Be Held in Trust
	  	 	58	  
	 Section 10.4
	 	 Limitations on Pledges and Liens
	  	 	59	  
	 Section 10.5
	 	 Corporate Existence
	  	 	59	  
	 Section 10.6
	 	 Waiver of Certain Covenants
	  	 	59	  
	 Section 10.7
	 	 Company Statement as to Compliance; Notice of Certain Defaults
	  	 	60	  
	
	 ARTICLE 11
  

REDEMPTION OF SECURITIES
	   
 

  


			
	 Section 11.1
	 	 Applicability of Article
	  	 	60	  
	 Section 11.2
	 	 Election to Redeem; Notice to Trustee
	  	 	60	  
	 Section 11.3
	 	 Selection by Trustee of Securities to be Redeemed
	  	 	60	  
	 Section 11.4
	 	 Notice of Redemption
	  	 	61	  
	 Section 11.5
	 	 Deposit of Redemption Price
	  	 	62	  
	 Section 11.6
	 	 Securities Payable on Redemption Date
	  	 	62	  
	 Section 11.7
	 	 Securities Redeemed in Part
	  	 	63	  
	 Section 11.8
	 	 Cancellation and Destruction of Securities
	  	 	63	  
	
	 ARTICLE 12
  

SINKING FUNDS
	   
 

  


			
	 Section 12.1
	 	 Applicability of Article
	  	 	63	  
	 Section 12.2
	 	 Satisfaction of Sinking Fund Payments with Securities
	  	 	64	  
	 Section 12.3
	 	 Redemption of Securities for Sinking Fund
	  	 	64	  
	
	 ARTICLE 13
  

REPAYMENT AT THE OPTION OF HOLDERS
	   
 

  


			
	 Section 13.1
	 	 Applicability of Article
	  	 	65	  
	
	 ARTICLE 14
  

SECURITIES IN FOREIGN CURRENCIES
	   
 

  


			
	 Section 14.1
	 	 Applicability of Article
	  	 	65	  


  
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	 ARTICLE 15
  

MEETINGS OF HOLDERS OF SECURITIES
	   
 

  


			
	 Section 15.1
	 	 Purposes for Which Meetings May Be Called
	  	 	66	  
	 Section 15.2
	 	 Call, Notice and Place of Meetings
	  	 	66	  
	 Section 15.3
	 	 Persons Entitled to Vote at Meetings
	  	 	66	  
	 Section 15.4
	 	 Quorum; Action
	  	 	66	  
	 Section 15.5
	 	 Determination of Voting Rights; Conduct and Adjournment of Meetings
	  	 	67	  
	 Section 15.6
	 	 Counting Votes and Recording Action of Meetings
	  	 	68	  
	 Section 15.7
	 	 Preservation of Rights of Trustee and Holders
	  	 	68	  


  
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 INDENTURE, dated as
                     of (the “Indenture”), between FBR & Co., a corporation duly organized and existing under the
laws of the Commonwealth of Virginia (the “Company”) and                     , as trustee (the “Trustee”).

 RECITALS 
 The
Company may provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the “Securities”), to bear such rates of interest, to mature at such time or times, to be issued in one or more
series and to have such other provisions as shall be fixed as hereinafter provided. 
 The Company has duly authorized the execution and
delivery of this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 

This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Securities
and Exchange Commission promulgated thereunder that are required to be part of this Indenture and, to the extent applicable, shall be governed by such provisions. 

NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Securities by the Holders (as herein defined) thereof, it is mutually
covenanted, declared and agreed by and between the parties hereto, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof as follows: 

ARTICLE 1 
 DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION 
 Section 1.1 Definitions. 

Except as otherwise specified with respect to any Securities issued pursuant to Section 3.1, and except as otherwise expressly provided
in or pursuant to this Indenture, or unless the context otherwise requires, for all purposes of this Indenture: 
 (1) the
terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; 

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein; 
 (3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the terms “generally accepted accounting principles” or “GAAP” with respect to any computation
required or permitted hereunder shall mean such accounting principles as are generally accepted at the date or time of such computation; 







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

(5) the word “or” is always used inclusively (for example, the phrase “A or B” means “A or B or
both,” not “either A or B but not both”). 
 Certain terms used principally in certain Articles hereof are defined in those
Articles. 
 “Act,” when used with respect to any Holders, has the meaning specified in Section 1.4. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have the meanings correlative to the foregoing. 

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.11 to act on behalf of the
Trustee to authenticate Securities of one or more series. 
 “Authorized Officer” means, when used with respect to the
Company, the Chairman of the Board of Directors, a Vice Chairman, the President, the Chief Executive Officer, the Chief Financial Officer, any Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the
Company. 
 “Bankruptcy Law” has the meaning specified in Section 5.1(6). 

“Board of Directors” means the board of directors of the Company or any committee of that board duly authorized to act
generally or in any particular respect for the Company hereunder. 
 “Board Resolution” means a copy of one or more
resolutions, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, delivered to the Trustee. 

“Business Day,” with respect to any Place of Payment or other location, means any day other than a Saturday, Sunday or other
day on which banking institutions in such Place of Payment or other location are authorized or obligated by law, regulation or executive order to close. 

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in (however designated) equity of such Person, including Preferred Stock, but excluding any debt securities convertible into such equity. 

  
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 “Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time. 
 “Common Stock” in respect of any Corporation means Capital Stock of any class
or classes (however designated) which has no preference as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Corporation, and which is not subject to redemption by
such Corporation. 
 “Company” means the Person named as the “Company” in the first paragraph of this instrument
until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person, and any other obligor upon the Securities. 

“Company Request and Company Order” mean, respectively, a written request or order, as the case may be, signed in the name of
the Company by an Authorized Officer, and delivered to the Trustee. 
 “Conversion Event” means the cessation of use of
(i) a Foreign Currency both by the government of the country or the confederation which issued such Foreign Currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking
community or (ii) any currency unit or composite currency for the purposes for which it was established. 
 “Corporate Trust
Office” means the principal corporate trust office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of original execution of this Indenture is located at
                    . 

“Corporation” means corporations and limited liability companies and, except for purposes of Article 8, associations,
companies and business trusts. 
 “Currency,” with respect to any payment, deposit or other transfer in respect of the
principal of or any premium or interest on any Security, means Dollars or the Foreign Currency, as the case may be, in which such payment, deposit or other transfer is required to be made by or pursuant to the terms hereof or such Security and, with
respect to any other payment, deposit or transfer pursuant to or contemplated by the terms hereof or such Security, means Dollars. 

“CUSIP number” means the alphanumeric designation assigned to a Security by Standard & Poor’s Ratings Service,
CUSIP Service Bureau. 
 “Custodian” has the meaning specified in Section 5.1(6). 

“Defaulted Interest” has the meaning specified in Section 3.7. 

“Dollars or $” means a dollar or other equivalent unit of legal tender for payment of public or private debts in the United
States of America. 

  
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 “Event of Default” has the meaning specified in Section 5.1. 

“Foreign Currency” means any currency, currency unit or composite currency, including, without limitation, the euro, issued
by the government of one or more countries other than the United States of America or by any recognized confederation or association of such governments. 

“Government Obligations” means securities which are (i) direct obligations of the United States of America or the other
government or governments which issued the Foreign Currency in which the principal of or any premium or interest on such Security shall be payable, in each case where the payment or payments thereunder are supported by the full faith and credit of
such government or governments or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America or such other government or governments, in each case where the timely payment
or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the United States of America or such other government or governments, and which, in the case of (i) or (ii), are not callable or redeemable at the
option of the issuer or issuers thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of or other amount
with respect to any such Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to
the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of or other amount with respect to the Government Obligation evidenced by
such depository receipt. 
 “Holder,” in the case of any Registered Security, means the Person in whose name such Security
is registered in the Security Register. 
 “Indebtedness,” with respect to Section 5.1(5), has the meaning specified
in Section 5.1(5). 
 “Indenture” means this instrument as it may from time to time be supplemented or amended by one
or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument, and, with respect to any Security, by the terms and provisions of such Security established pursuant to Section 3.1 (as such terms and provisions may be amended pursuant to the applicable provisions hereof).

 “Independent Public Accountants” means accountants or a firm of accountants that, with respect to the Company and any
other obligor under the Securities, are independent public accountants within the meaning of the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder, who may be the independent public
accountants regularly retained by the Company or who may be other independent public accountants. Such accountants or firm shall be entitled to rely upon any Opinion of Counsel as to the interpretation of any legal matters relating to this Indenture
or certificates required to be provided hereunder. 

  
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 “Indexed Security” means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the principal face amount thereof at original issuance. 

“Interest” means interest payable after Maturity with respect to any Original Issue Discount Security which, by its terms,
bears interest only after Maturity. 
 “Interest Payment Date,” with respect to any Security, means the Stated Maturity of
an installment of interest on such Security. 
 “Judgment Currency” has the meaning specified in Section 1.16. 

“Maturity,” with respect to any Security, means the date on which the principal of such Security or an installment of
principal becomes due and payable as provided in or pursuant to this Indenture, whether at the Stated Maturity or by declaration of acceleration, notice of redemption or repurchase, notice of option to elect repayment or otherwise, and includes the
Redemption Date. 
 “New York Banking Day” has the meaning specified in Section 1.16. 

“Office or Agency” with respect to any Securities, means an office or agency of the Company maintained or designated in a
Place of Payment for such Securities pursuant to Section 10.2 or any other office or agency of the Company maintained or designated for such Securities pursuant to Section 10.2 or, to the extent designated or required by Section 10.2
in lieu of such office or agency, the Corporate Trust Office of the Trustee. 
 “Officer’s Certificate” means a
certificate signed by any of the Chairman, Vice Chairman, President, Chief Executive Officer, any Vice President, the Chief Financial Officer, Treasurer, an Assistant Treasurer, the Secretary, or an Assistant Secretary of the Company, and delivered
to the Trustee. 
 “Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the
Company or other counsel who shall be reasonably acceptable to the Trustee, that, if required by the Trust Indenture Act, complies with the requirements of Section 314(e) of the Trust Indenture Act. 

“Original Issue Discount Security” means a Security issued pursuant to this Indenture which provides for declaration of an
amount less than the principal face amount thereof to be due and payable upon acceleration pursuant to Section 5.2. 

“Outstanding,” when used with respect to any Securities, means, as of the date of determination, all such Securities
theretofore authenticated and delivered under this Indenture, except: 
  

	 	(a)	any such Security theretofore cancelled by the Trustee or the Security Registrar or delivered to the Trustee or the Security Registrar for cancellation; 


  
 -5- 









	 	(b)	any such Security for whose payment at the Maturity thereof money in the necessary amount has been theretofore deposited pursuant hereto with the Trustee or any Paying Agent (other than the Company) in trust or set
aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities, provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made; 

  

	 	(c)	any such Security with respect to which the Company has effected defeasance and/or covenant defeasance pursuant to the terms hereof, except to the extent provided in Section 4.2; 


 

	 	(d)	any such Security which has been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, unless there shall have been
presented to the Trustee proof satisfactory to it that such Security is held by a bona fide purchaser in whose hands such Security is a valid obligation of the Company; and 


 

	 	(e)	any such Security converted or exchanged as contemplated by this Indenture into other securities of the Company or another issuer, if the terms of such Security provide for such conversion or exchange pursuant to
Section 3.1; 

 provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Securities
have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders of Securities for quorum purposes, (i) the principal amount of an Original Issue Discount Security that may be
counted in making such determination and that shall be deemed to be Outstanding for such purposes shall be equal to the amount of the principal thereof that pursuant to the terms of such Original Issue Discount Security would be declared (or shall
have been declared to be) due and payable upon a declaration of acceleration thereof pursuant to Section 5.2 at the time of such determination, and (ii) the principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purposes shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided in or pursuant to this Indenture, and (iii) the principal
amount of a Security denominated in a Foreign Currency shall be the Dollar equivalent, determined on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar
equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security, and (iv) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor, shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making any such determination or relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which shall have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes 

  
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to the satisfaction of the Trustee (A) the pledgee’s right so to act with respect to such Securities and (B) that the pledgee is not the Company or any other obligor upon the
Securities or an Affiliate of the Company or such other obligor. 
 “Paying Agent” means any Person authorized by the
Company to pay the principal of, or any premium or interest on, any Security on behalf of the Company. 
 “Permitted Liens”
has the meaning specified in Section 10.4. 
 “Person” means any individual, Corporation, partnership, joint venture,
joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 
 “Place of
Payment,” with respect to any Security, means the place or places where the principal of, or any premium or interest on, such Security is payable as provided in or pursuant to this Indenture or such Security. 

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same
indebtedness as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or in lieu of a lost, destroyed, mutilated or stolen Security. 

“Preferred Stock” in respect of any Corporation means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Corporation, over shares of Capital Stock of any other class of such Corporation. 

“Principal Subsidiaries” has the meaning specified in Section 10.4. 

“Redemption Date” with respect to any Security or portion thereof to be redeemed, means the date fixed for such redemption by
or pursuant to this Indenture or such Security. 
 “Redemption Price” with respect to any Security or portion thereof to be
redeemed, means the price at which it is to be redeemed as determined by or pursuant to this Indenture or such Security. 

“Registered Security” means any Security in the form established pursuant to Section 2.1 which is registered in a
Security Register. 
 “Regular Record Date” for the interest payable on any Registered Security on any Interest Payment
Date therefor means the date, if any, specified in or pursuant to this Indenture or such Security as the “Regular Record Date”. 

“Required Currency” has the meaning specified in Section 1.16. 

“Responsible Officer” means any officer within the corporate trust office of the Trustee, which may include the chairman and
vice chairman of the board of directors, the president, the chairman of the executive committee of the board of directors, the chairman of the trust 

  
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committee, every vice president or officer senior thereto, every assistant vice president, the secretary, every assistant secretary, the treasurer, every assistant treasurer, every trust officer,
every assistant trust officer, and every other officer and assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate
trust matter is referred because of his knowledge of, and familiarity with, a particular subject. 
 “Security” or
“Securities” means any note or notes, bond or bonds, debenture or debentures, or any other evidences of indebtedness, as the case may be, authenticated and delivered under this Indenture; provided, however, that, if at any time
there is more than one Person acting as Trustee under this Indenture, “Securities,” with respect to any such Person, shall mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as
to which such Person is not Trustee. 
 “Security Register” and “Security Registrar” have the respective
meanings specified in Section 3.5. 
 “Special Record Date” for the payment of any Defaulted Interest on any
Registered Security means a date fixed by the Company pursuant to Section 3.7. 
 “Stated Maturity,” with respect to
any Security or any installment of principal thereof or interest thereon, means the date established by or pursuant to this Indenture or such Security as the fixed date on which the principal of such Security or such installment of principal or
interest is, due and payable. 
 “Subsidiary” means with respect to the Company, such Person which, at the time of
determination, more than 50% of the voting power of the shares of its Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is owned or controlled, directly or indirectly, by (i) the Company and/or (ii) one or more Subsidiaries of the Company; provided, however, that the term Subsidiary shall not include any Person, if the earnings of such
Person are not consolidated with the financial statements of the Company in accordance with the requirements of GAAP. 
 “Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, and any reference herein to the Trust Indenture Act or a particular provision thereof shall mean such Act or provision, as the case may be, as amended or replaced from time
to time or as supplemented from time to time by rules or regulations adopted by the Commission under or in furtherance of the purposes of such Act or provision, as the case may be. 

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor
Trustee shall have become such with respect to one or more series of Securities pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean each Person who is then a Trustee hereunder; provided, however,
that if at any time there is more than one such Person, “Trustee” shall mean each such Person and as used with respect to the Securities of any series shall mean the Trustee with respect to the Securities of such series. 

  
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 “United States,” except as otherwise provided in or pursuant to this Indenture
or any Security, means the United States of America (including the states thereof and the District of Columbia), its territories and possessions and other areas subject to its jurisdiction. 

“U.S. Depository or Depository,” means, with respect to any Security issuable or issued in the form of one or more global
Securities, the Person designated as U.S. Depository or Depository by the Company in or pursuant to this Indenture, which Person must be, to the extent required by applicable law or regulation, a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and, if so provided with respect to any Security, any successor to such Person. If at any time there is more than one such Person, “U.S. Depository,” or “Depository,” shall mean, with respect to
any Securities, the qualifying entity that has been appointed with respect to such Securities. 
 “Vice President,” when
used with respect to the Company 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 “Vice President”. 

“Voting Securities,” has the meaning specified in Section 10.4. 

Section 1.2 Compliance Certificates and Opinions. 

Except as otherwise expressly provided in this Indenture and except in connection with the execution and delivery of this Indenture, upon any
application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, 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, if any, have been complied with, except that in the case of any such application
or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. 

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: 

(1) a statement that the individual signing such certificate or opinion has read such condition or covenant and the definitions
herein relating thereto; 
 (2) a brief statement as to the nature and scope of the examination or investigation upon which
the statements or opinions contained in such certificate or opinion are based; 
 (3) a statement that, in the opinion of
such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and 

(4) a statement as to whether, in the opinion of such individual, such condition or covenant has been complied with. 

  
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 Section 1.3 Form of Documents Delivered to Trustee. 

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 
 Any
certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, provided that such officer, after reasonable inquiry, has no reason to believe and does not believe that the
Opinion of Counsel with respect to the matters upon which his certificate or opinion is based is erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by,
an officer or officers of the Company, stating that the information with respect to such factual matters is in the possession of the Company, provided that such counsel, after reasonable inquiry, has no reason to believe and does not believe that
the certificate or opinion or representations with respect to such matters are erroneous. 
 Where any Person is required to make, give or
execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any Security, they may, but need not, be consolidated and form one instrument. 

Section 1.4 Acts of Holders. 

(1) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by or pursuant to this
Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments and any such record (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee, the Company and any
agent of the Trustee or the Company, if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 15.6. 

Without limiting the generality of this Section 1.4, unless otherwise provided in or pursuant to this Indenture, a Holder, including a
U.S. Depository that is a Holder of a global Security, may make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this
Indenture to be made, given or taken by Holders, and a U.S. Depository that is a Holder of a global Security may provide its proxy or proxies to the beneficial owners of interests in any such global Security through such U.S. Depository’s
standing instructions and customary practices. 

  
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 The Company shall fix a record date for the purpose of determining the Persons who are beneficial
owners of interest in any permanent global Security held by a U.S. Depository entitled under the procedures of such U.S. Depository to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such
Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other Act, whether or not such Holders remain Holders after such record date. No such request, demand, authorization,
direction, notice, consent, waiver or other Act shall be valid or effective if made, given or taken more than 90 days after such record date. 

(2) The fact and date of the execution by any Person of any such instrument or writing referred to in this Section 1.4 may
be proved in any reasonable manner; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section. 

(3) The ownership, principal amount and serial numbers of Registered Securities held by any Person, and the date of the
commencement and the date of the termination of holding the same, shall be proved by the Security Register. 
 (4)
[Reserved.] 
 (5) If the Company shall solicit from the Holders of any Registered Securities any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may at its option (but is not obligated to), by Board Resolution, fix in advance a record date for the determination of Holders of Registered Securities entitled to give
such request, demand, authorization, direction, notice, consent, waiver or other Act. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date,
but only the Holders of Registered Securities of record at the close of business on such record date shall be deemed to be Holders for the purpose of determining whether Holders of the requisite proportion of Outstanding Securities have authorized
or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement
or consent by the Holders of Registered Securities shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. 

(6) Any request, demand, authorization, direction, notice, consent, waiver or other Act by the Holder of any Security shall
bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or suffered to be done by the Trustee, any
Security Registrar, any Paying Agent or the Company in reliance thereon, whether or not notation of such Act is made upon such Security. 

  
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 Section 1.5 Notices, etc. to Trustee and Company. 

Any request, demand, authorization, direction, notice, consent, waiver or other Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with, 
 (1) the Trustee by any Holder or the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or 

(2) the Company, by the Trustee or any Holder shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to the Company, addressed to the attention of its Treasurer, with a copy to the attention of its General Counsel, at the address of its principal office specified herein or
at any other address previously furnished in writing to the Trustee by the Company. 
 Section 1.6 Notice to Holders of Securities;
Waiver. 
 Except as otherwise expressly provided in or pursuant to this Indenture, where this Indenture provides for notice to Holders
of Securities of any event, such notice shall be sufficiently given to Holders of Registered Securities if sent by electronic mail in pdf format or delivered by commercial courier service or mailed by first-class mail, postage prepaid, to each
Holder of a Registered Security affected by such event, at its address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. Any notice or
communication to the Trustee shall be deemed delivered upon receipt. 
 In any case where notice to Holders of Registered Securities is
given, neither the failure to provide such notice, nor any defect in any notice, to any particular Holder of a Registered Security shall affect the sufficiency of such notice with respect to other Holders of Registered Securities. Any notice that is
provided in the manner herein provided, shall be conclusively presumed to have been duly given or provided. In the case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice
as provided, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 

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 of Securities 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. 

  
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 All communications hereunder will be in writing and will be mailed, delivered or telegraphed and
confirmed to the party receiving such communication at its address indicated below: 
 If to the Company: 

FBR & Co. 
 1300 17th Street North 
 Arlington, VA 22209 

Attention: Treasurer and General Counsel 

If to the Trustee: 
  

                     

                     

                     

The Company or the Trustee by written notice to each other may designate additional or different addresses for subsequent notices or
communications. 
 Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any Security provides for
notice of any event to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository (or its designee) pursuant to the standing instructions from Depository or its designee. 

Section 1.7 Language of Notices. 

Any request, demand, authorization, direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the
English language, except that, if the Company so elects, any published notice may be in an official language of the country of publication. 

Section 1.8 Conflict with Trust Indenture Act. 

If any provision hereof limits, qualifies or conflicts with any duties under any required provision of the Trust Indenture Act imposed hereon
by Section 318(c) thereof, such required provision shall control. 
 Section 1.9 Effect of Headings and Table of Contents.

 The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

 Section 1.10 Successors and Assigns. 

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 

  
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 Section 1.11 Separability Clause. 

In case any provision in this Indenture, any Security shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 1.12 Benefits of Indenture. 

Nothing in this Indenture, any Security, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar,
any Paying Agent, any Authenticating Agent and their successors hereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture. 

Section 1.13 Governing Law. 

THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 Section 1.14 Legal Holidays. 

Unless otherwise specified in or pursuant to this Indenture or any Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of any Security, or the last date on which a Holder has the right to convert or exchange Securities of a series that are convertible or exchangeable, shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture, any Security other than a provision in any Security that specifically states that such provision shall apply in lieu hereof) payment need not be made at such Place of Payment on such date, and such Securities need not be
converted or exchanged on such date, but such payment may be made, and such Securities may be converted or exchanged, on the next succeeding day that is a Business Day at such Place of Payment, and no interest shall accrue on the amount payable on
such date or at such time for the period from and after such Interest Payment Date, Stated Maturity, Maturity or last day for conversion or exchange, as the case may be, to such next succeeding Business Day, except that if such next succeeding
Business Day is in the next succeeding calendar year, such payment may be made, and such Securities may be converted or exchanged, on the immediately preceding Business Day (in the case of each of the foregoing, with the same force and effect as if
made on such Interest Payment Date or at such Stated Maturity or Maturity or on such last day for conversion or exchange, as the case may be). 

Section 1.15 Counterparts. 

This Indenture may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute but one and
the same instrument. 
 Section 1.16 Judgment Currency. 

The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is necessary to convert the 

  
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sum due in respect of the principal of, or premium or interest, if any (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 requisite amount of the Required Currency with the Judgment Currency on the
New York Banking Day preceding the day on which a final unappealable judgment is given 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 clause (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 obligated by law, regulation or
executive order to be closed. 
 Section 1.17 No Security Interest Created. 

Subject to the provisions of Section 10.4, nothing in this Indenture or in any Securities, express or implied, shall be construed to
constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect in any jurisdiction where property of the Company or its Subsidiaries is or may be located. 

Section 1.18 Limitation on Individual Liability. 

No recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company, either directly or through the Company, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, the incorporators, shareholders, officers or directors, as such, of the Company, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Security or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all
such rights and claims against, every such incorporator, shareholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this
Indenture or in any Security or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of such Security. 

  
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 ARTICLE 2 

SECURITIES FORMS 

Section 2.1 Forms Generally. 

Each Registered Security and temporary or permanent global Security issued pursuant to this Indenture shall be in the form established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto, shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture
supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Security as evidenced by their
execution of such Security , or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed. 

Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without
coupons and shall not be issuable upon the exercise of warrants. 
 Definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of
such Securities. 
 Section 2.2 Form of Trustee’s Certificate of Authentication. 

Subject to Section 6.11, the Trustee’s certificate of authentication shall be in substantially the following form: 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

 

			
	                                    
                                         
         ,
	as Trustee
		
	By	 	  

		 	Authorized Officer


 Section 2.3 Securities in Global Form. 

Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent
global form. If Securities of a series shall be issuable in global form, as specified and contemplated by Section 3.1, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all
Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of 

  
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Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any
increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered
pursuant to Section 3.3 or 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver, in each case at the Company’s expense, any Security in
permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 3.3 or 3.4 has been, or simultaneously is, delivered, any
instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. 

Notwithstanding the provisions of Section 3.7, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of
principal of, any premium and interest on, any Security (i) in temporary form shall be made to the Person or Persons specified therein, and (ii) in global form and registered in the name of a Depository or its nominee shall be made to the
Depository or its nominee as the Holder of such global Security. Neither the Company nor the Trustee shall have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests
of a global Security, or for maintaining, supervising or reviewing any records relating to beneficial ownership interests, and each of the Company and the Trustee may act or refrain from acting without liability on any information provided by the
Depository. 
 Notwithstanding the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the
Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security the Holder of such global Security in registered form. 

ARTICLE 3 
 THE
SECURITIES 
 Section 3.1 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. 
 With respect to any Securities to be authenticated and delivered hereunder, there shall be established in
or pursuant to a Board Resolution and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, 

(1) the title and series of such Securities, which may include medium-term notes; 

(2) the total principal amount of the series of such Securities and whether there shall be any limit upon the aggregate
principal amount of such Securities that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of such series
pursuant to Section 3.4, 3.5, 3.6, 9.5 or 11.7); 

  
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 (3) [Reserved.]; 

(4) if any of such Securities are to be issuable in global form, when any of such Securities are to be issuable in global form
and (i) whether such Securities are to be issued in temporary or permanent global form or both, (ii) whether beneficial owners of interests in any such global Security may exchange such interests for Securities of the same series and of
like tenor and of any authorized form and denomination, and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 3.5, and (iii) the name of the Depository or the U.S. Depository, as
the case may be, with respect to any such global Security; 
 (5) [Reserved.]; 

(6) [Reserved.]; 

(7) the date or dates, or the method or methods, if any, by which such date or dates shall be determined, on which the
principal of and premium, if any, on the Securities shall be payable; 
 (8) the Person to whom any interest on a Security
shall be payable, if other than the Person in whose name that Security is registered at the close of business on the Regular Record Date for such interest; the rate or rates at which such Securities shall bear interest, if any, which rate may be
zero in the case of certain Securities issued at an issue price representing a discount from the principal amount payable at Maturity, or the method by which such rate or rates will be determined (including, if applicable, any remarketing option or
similar method), and the date or dates from which such interest, if any, will accrue or the method by which such date or dates will be determined, and the basis upon which interest shall be calculated if other than that of a 360 day year of twelve
30-day months; 
 (9) the date or dates on which interest, if any, on such Securities shall be payable and any Regular Record
Dates applicable to the date or dates on which interest will be so payable; 
 (10) if in addition to or other than the
Borough of Manhattan, The City of New York, the place or places where the principal of or any premium or interest on such Securities shall be payable, where any of such Securities that are issued in registered form may be surrendered for
registration of, transfer or exchange, and where any such Securities may be surrendered for conversion or exchange and notices of demands to or upon the Company in respect of such Securities and this Indenture may be served, the extent to which, the
manner in which, any interest payment on a global Security on an Interest Payment Date, will be paid and the manner in which any principal of or premium, if any, on any global Security will be paid; 

  
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 (11) if such Securities are to be redeemable at the Company’s option, the
date or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities may be redeemed, in whole or in part, at the Company’s option pursuant to any sinking fund or
otherwise; 
 (12) provisions specifying whether the Company shall be obligated to redeem, purchase or repay any of such
Securities pursuant to any sinking fund or analogous provision or at the option of any Holder of such Securities and, if so, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and
conditions upon which such Securities shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased; 

(13) if other than denominations of $2,000, and any integral multiples of $1,000 in excess thereof, the denominations in which
any Securities to be issued in registered form will be issuable; 
 (14) provisions specifying whether the Securities will be
convertible into other securities of the Company and/or exchangeable for Securities of the Company or other obligors and, if so, the terms and conditions upon which such Securities shall be so convertible or exchangeable; 

(15) if other than the principal amount, the portion of the principal amount (or the method by which such portion will be
determined) of such Securities that will be payable upon declaration of acceleration of the Maturity thereof pursuant to the terms of this Indenture; 

(16) if other than Dollars, the Currency of payment, including composite Currencies and Foreign Currencies, of the principal
of, any premium or interest on any of such Securities; 
 (17) if other than as provided in Section 4.2, the manner in
which the Securities of the series are to be defeased; 
 (18) provisions specifying whether the principal of, or any premium
or interest on such Securities shall be payable, at the election of the Company or a Holder of Securities, in a Currency other than that in which such Securities are stated to be payable and the date or dates on which, the period or periods within
which, and the other terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate; 

(19) any index, formula or other method used to determine the amount of payments of principal of, or any premium or interest on
such Securities; 
 (20) provisions specifying whether such Securities are to be issued in the form of one or more global
Securities and, if so, the identity of the Depositary for such global Security or Securities; 

  
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 (21) any deletions from, modifications of or additions to the Events of Default
or covenants of the Company that are contained herein with respect to such Securities; 
 (22) terms specifying whether the
provisions described below under shall be applicable to such Securities; 
 (23) terms specifying whether any of such
Securities are to be issued upon the exercise of warrants, and the time, manner and place for such Securities to be authenticated and delivered; and 

(24) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect
of such Securities. 
 All Securities of any one series shall be substantially identical except as to Currency of payments due thereunder,
denomination and the rate of interest thereon, or method of determining the rate of interest, if any, Maturity, and the date from which interest, if any, shall accrue and except as may otherwise be provided by the Company in or pursuant to the Board
Resolution and set forth in the Officer’s Certificate or in any indenture or indentures supplemental hereto pertaining to such series of Securities. The terms of the Securities of any series may provide, without limitation, that the Securities
shall be authenticated and delivered by the Trustee on original issue from time to time upon written order of persons designated in the Officer’s Certificate or supplemental indenture and that such persons are authorized to determine,
consistent with such Officer’s Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officer’s Certificate or supplemental indenture. All Securities of any
one series need not be issued at the same time and, unless otherwise so provided, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. The Company also may
issue, and the Trustee may authenticate, Securities with the same terms as previously issued Securities. 
 If any of the terms of the
Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms of such
series. 
 Section 3.2 Currency; Denominations. 

Unless otherwise provided in or pursuant to this Indenture, the principal of, and any premium and interest, if any, on, the Securities shall
be payable in Dollars. Unless otherwise provided in or pursuant to this Indenture, Registered Securities denominated in Dollars shall be issuable in registered form in denominations of $2,000, and any integral multiples of $1,000 in excess thereof.
Securities not denominated in Dollars shall be issuable in such denominations as are established with respect to such Securities in or pursuant to this Indenture. 

Section 3.3 Execution, Authentication, Delivery and Dating. 

Securities shall be executed on behalf of the Company by its Chairman of the Board, a Vice Chairman, its President, its Chief Executive
Officer, its Chief Financial Officer, its Treasurer or a Vice President under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. 

  
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 Securities bearing the manual or facsimile signatures of individuals who were at any time the
proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of
original issuance of such Securities. 
 At any time and from time to time after the execution and delivery of this Indenture, the Company
may deliver Securities to the Trustee for authentication and, provided that the Board Resolution and Officer’s Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company
Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such
Securities. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust
Indenture Act) shall be fully protected in relying upon, 
 (1) an Opinion of Counsel to the effect that the form or forms
and the terms of such Securities have been established in conformity with the provisions of this Indenture; and 
 (2) an
Officer’s Certificate stating that, to the best knowledge of the Persons executing such certificate, all conditions precedent to the execution, authentication and delivery of such Securities have been complied with, and no event which is, or
after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. 

If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an
Officer’s Certificate at the time of issuance of each Security, but such Opinion of Counsel and Officer’s Certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Security of such
series. After any such first delivery, any separate written request by an Authorized Officer of the Company or any person designated in writing by an Authorized Officer that the Trustee authenticate and deliver Securities of such series for original
issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with and that no Event of Default with
respect to any of the Securities has occurred or is continuing. 
 The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is
not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. 

  
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 Each Registered Security shall be dated the date of its authentication. 

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such
Security a certificate of authentication substantially in the form provided for in Section 2.2 or 6.11 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized officers. Such
certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. 

Section 3.4 Temporary Securities. 

Pending the preparation of definitive Securities, the Company may execute and deliver to the Trustee and, upon Company Order, the Trustee
shall authenticate and deliver, in the manner provided in Section 3.3, temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Such temporary Securities may be in global form. 
 Except in the case of
temporary Securities in global form, which shall be exchanged in accordance with the provisions thereof, if temporary Securities are issued, the Company shall cause definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities, such temporary Securities shall be exchangeable for such definitive Securities upon surrender of
such temporary Securities at an Office or Agency for such Securities, without charge to any Holder thereof. Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor an equal aggregate principal amount of definitive Securities of authorized denominations of the same series and containing identical terms and provisions. Unless otherwise provided in or pursuant to this Indenture with
respect to a temporary global Security, until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. 

Section 3.5 Registration, Transfer and Exchange. 

With respect to the Registered Securities of each series, if any, the Company shall cause to be kept a register (each such register being
herein sometimes referred to as the “Security Register”) at an Office or Agency for such series in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such series. Such Office or Agency shall be the “Security Registrar” for that series of Securities. Unless otherwise specified in or pursuant to this
Indenture or the Securities, the Trustee shall be the initial Security Registrar for each series of Securities. The Company shall have the right to remove and replace from time to time the Security Registrar for any series of Securities; provided
that no such removal or replacement shall be effective until a successor Security Registrar with respect to such series of Securities shall have been appointed by the Company and shall have accepted such appointment


  
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by the Company. In the event that the Trustee shall not be or shall cease to be Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register
for such series at all reasonable times. The Company shall be required to maintain a Security Registrar in each place where the principal of and premium or interest on any Security is payable. There shall be only one Security Register for each
series of Securities. 
 Upon surrender for registration of transfer of any Registered Security of any series at any Office or Agency for
such series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series denominated as authorized in or pursuant to
this Indenture, of a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. 

At the option of the Holder, certificated Securities and the right to receive the principal, premium and interest, if any, on any certificated
Security may be transferred by a Holder by surrendering such certificate representing the certificated Securities at the Corporate Trust Office of the Trustee. Such certificate representing the certificated Securities may be reissued by the Company
or the Trustee to a new Holder or a new certificate representing the certificated Securities may be issued by the Company or the Trustee to a new Holder. 

At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series
containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any Office or Agency for such series. Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities that the Holder making the exchange is entitled to receive. 

Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute,
and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. 

Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any global Security shall be exchangeable for
certificated Securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days of the date the Company is so informed in
writing, (ii) subject to the rules and procedures of the Depository, the Company, in its discretion, determines not to require all of the Securities of a series to be represented by a global Security and notifies the Trustee of its decision by
executing and delivering to the Trustee a Company Order to the effect that such global Security shall be so exchangeable or (iii) an Event of Default has occurred and is continuing, the Company, the Trustee, the Registrar and the Paying Agent
shall have notified the Depository that the global Security shall be exchangeable for certificated Securities. If the beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities as the result
of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to


  
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the Trustee definitive Securities in such form and denominations as are required by or pursuant to this Indenture, and of the same series, containing identical terms and in aggregate principal
amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the U.S. Depository or
such other Depository as shall be specified in the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such other Depository, as the case may be (which instructions shall be in
writing but need not be contained in or accompanied by an Officer’s Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such
purpose, to be exchanged, in whole or in part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered global Security, a like
aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such global Security to be exchanged, which shall be in the form of Registered Securities. Promptly following any
such exchange in part, such global Security shall be returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository referred to above in accordance with the instructions of the
Company referred to above. If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record
Date for such Security and before the opening of business at such Office or Agency on the next succeeding Interest Payment Date, or (ii) any Special Record Date for such Security and before the opening of business at such Office or Agency on
the related proposed date for payment of interest or Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but
shall be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such global Security shall be payable in accordance with the provisions of this
Indenture. 
 All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the
Company, evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. 

Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the
Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in a form satisfactory to the Company and the Security Registrar for such Security duly executed by the Holder thereof or
his attorney duly authorized in writing. 
 No service charge shall be made for any registration of transfer or exchange, or redemption of
Securities, but the Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge and any other reasonable expenses (including fees and expenses of the Trustee) that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 3.6, 9.5 or 11.7 not involving any transfer. 

  
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 Except as otherwise provided in or pursuant to this Indenture, the Company shall not be required
(i) to register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day the Company transmits a notice of redemption of Securities of the series selected for redemption
and ending at the close of business on the day of the transmission, or (ii) to register the transfer of or exchange any Security selected for redemption in whole or in part, except in the case of any Security to be redeemed in part, the portion
thereof not to be redeemed or (iii) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security
not to be so repaid. 
 Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities. 

If any mutilated Security is surrendered to the Trustee, subject to the provisions of this Section 3.6, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of the same series containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding. 

If there be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any
Security, and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona
fide purchaser, the Company shall execute and, upon the Company’s request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of the same series
containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding. 
 Notwithstanding the
foregoing provisions of this Section 3.6, in case any mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 

Upon the issuance of any new Security under this Section 3.6, the Company may require the payment of a sum sufficient to cover any stamp
tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 

Every new Security shall constitute a separate obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series duly issued hereunder. 

The provisions of this Section 3.6, as amended or supplemented pursuant to this Indenture with respect to particular Securities or
generally, shall be exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 

  
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 Section 3.7 Payment of Interest; Rights to Interest Preserved. 

Unless otherwise provided in or pursuant to this Indenture, any interest on any Registered Security which shall be payable, and are punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more Predecessor Securities) is registered as of the close of business on the Regular Record Date for such interest. 

Unless otherwise provided in or pursuant to this Indenture, any interest on any Registered Security which shall be payable, but shall not be
punctually paid or duly provided for, on any Interest Payment Date for such Registered Security (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder thereof on the relevant Regular Record Date by
virtue of having been such Holder; and such Defaulted Interest may be paid by the Company as provided in clause (1) or (2) below: 

(1) The Company may elect to make payment of any Defaulted Interest to the Person in whose name such Registered Security (or a
Predecessor Security thereof) shall be registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed by the Company in the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on such Registered Security, the Special Record Date therefor and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when so deposited to be held
in trust for the benefit of the Person entitled to such Defaulted Interest as in this clause provided. The Special Record Date for the payment of such Defaulted Interest shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after notification to the Trustee of the proposed payment. The Trustee shall, in the name and at the expense of the Company cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid, to the Holder of such Registered Security (or a Predecessor Security thereof) at his address as it appears in the Security Register not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Person in whose name such Registered Security (or a Predecessor
Security thereof) shall be registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). 

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

  
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 Unless otherwise provided in or pursuant to this Indenture or the Securities of any particular
series pursuant to the provisions of this Indenture, at the option of the Company, interest on Registered Securities that bear interest may be paid at the office or agency of the Company maintained for such purposes in the Borough of Manhattan, City
of New York, or by mailing a check to the address of the Person entitled thereto as such address shall appear in the Security Register or by transfer to an account maintained by the payee with a bank located in the United States. 

Notwithstanding the foregoing, a holder of $1,000,000 or more in aggregate principal amount of Securities of any series of global Securities
(or its equivalent in a Foreign Currency, if the currency unit is a Foreign Currency), whether having identical or different terms and provisions, having the same interest payment dates will be entitled to receive interest payments, other than at
Maturity, by wire transfer of immediately available funds if appropriate wire transfer instructions have been received in writing by the Trustee for the Securities of such series at least 15 days prior to the applicable Interest Payment Date. In
addition to the foregoing, a holder of $1,000,000 or more in aggregate principal amount of Securities of any series of global Securities (or its equivalent in a Foreign Currency, if the currency unit is a Foreign Currency), whether having identical
or different terms and provisions, having the same Maturity will be entitled to receive payment at Maturity by wire transfer of immediately available funds if appropriate wire transfer instructions have been received in writing by the Trustee for
the Securities of such series at least 15 days prior to Maturity; provided, however, that such payments shall be made subject to applicable laws and regulations and only after surrender of the global Securities to the Company, the corporate trust
office or the Paying Agent, for such global Securities not later than one Business Day prior to Maturity. Any wire instructions received by the Trustee for the Securities of such series shall remain in effect until revoked by the Holder. 

Subject to the foregoing provisions of this Section and Section 3.5, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 

In the case of any Registered Security of any series that is convertible into other securities of the Company or exchangeable for securities
of another issuer, which Registered Security is converted or exchanged after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Registered Security with respect to which the Stated Maturity is prior
to such Interest Payment Date), interest with respect to which the Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion or exchange, and such interest (whether or not
punctually paid or duly provided for) shall be paid to the Person in whose name that Registered Security (or one or more predecessor Registered Securities) is registered at the close of business on such Regular Record Date. Except as otherwise
expressly provided in the immediately preceding sentence, in the case of any Registered Security which is converted or exchanged, interest with respect to which the Stated Maturity is after the date of conversion or exchange of such Registered
Security shall not be payable. 

  
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 Section 3.8 Persons Deemed Owners. 

Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Registered Security is registered in the Security Register as the owner of such Registered Security for the purpose of receiving payment of principal of, and any premium or (subject to Sections 3.5 and
3.7) interest, if any, on such Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security shall be overdue, and none of the Company, the Trustee or any agent of the Company or the
Trustee shall be affected by notice to the contrary. 
 No Holder of any beneficial interest in any global Security held on its behalf by a
Depository shall have any rights under this Indenture with respect to such global Security, and such Depository may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such global Security for all
purposes whatsoever. None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a
global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 

Section 3.9 Cancellation. 

All Securities surrendered for payment, redemption, registration of transfer, exchange or conversion or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities, as well as Securities surrendered directly to the Trustee for any such purpose, shall be cancelled promptly by the Trustee. The
Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be cancelled promptly
by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by or pursuant to this Indenture. All cancelled Securities held by the Trustee
shall be destroyed by the Trustee, unless by a Company Order, the Company directs their return to it. 
 Section 3.10 Computation of
Interest. 
 Except as otherwise provided in or pursuant to this Indenture or in any Security, interest on the Securities shall be
computed on the basis of a 360-day year of twelve 30-day months. 
 ARTICLE 4 

SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE AND COVENANT DEFEASANCE 

Section 4.1 Satisfaction and Discharge. 

Upon the direction of the Company by a Company Order, this Indenture shall cease to be of further effect with respect to any series of
Securities specified in such Company Order (except 

  
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as to any surviving rights of Securities of such series expressly provided for herein or pursuant thereto), and the Trustee, on receipt of a Company Order, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when 
 (1) either

 (a) all Securities of such series theretofore authenticated and delivered (other than Securities of such series which have
been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, and Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or 

(b) all Securities of such series theretofore delivered to the Trustee for cancellation (i) have become due and payable,
or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, 
 and the Company, in the case of subclause (b)(i),
(ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, including the principal of, and any premium or interest, if any, on such Securities, to the date of such deposit (in the case of Securities which have become
due and payable) or to the Maturity thereof, as the case may be; 
 (2) the Company has paid or caused to be paid all other
sums payable hereunder by the Company with respect to the Outstanding Securities of such; and 
 (3) the Company has
delivered to the Trustee an Opinion of Counsel and an Officer’s Certificate, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with.

 In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. 

Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to
the Trustee under Section 6.6 and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company and the Trustee with respect to the Securities of each
series under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, and with respect to any rights to convert or exchange such Securities into securities of the Company or another issuer, shall survive. 

  
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 Section 4.2 Defeasance and Covenant Defeasance. 

(1) Unless pursuant to Section 3.1, either or both of (i) defeasance of the Securities of or within a series under
clause (2) of this Section 4.2 shall not be applicable with respect to the Securities of such series or (ii) covenant defeasance of the Securities of or within a series under clause (3) of this Section 4.2 shall not be
applicable with respect to the Securities of such series, then such provisions, together with the other provisions of this Section 4.2 (with such modifications thereto as may be specified pursuant to Section 3.1 with respect to any
Securities), shall be applicable to such Securities, and the Company may at its option by Board Resolution, at any time, with respect to such Securities, elect to have Section 4.2(2) or Section 4.2(3) be applied to such Outstanding
Securities upon compliance with the conditions set forth below in this Section 4.2. 
 (2) Upon the Company’s
exercise of the above option applicable to this Section 4.2(2) with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on the
date the conditions set forth in clause (4) of this Section 4.2 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Securities , which shall thereafter be deemed to be “Outstanding” only for the purposes of clause (5) of this and the other Sections of this Indenture referred to in clauses (i) and
(ii) below, and to have satisfied all of its other obligations under such Securities, and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in clause (4) of this
Section 4.2 and as more fully set forth in such clause, payments in respect of the principal of (and premium, if any) and interest, if any, on such Securities when such payments are due, and any rights of such Holder to convert such Securities
into other securities of the Company or exchange such Securities for securities another issuer, (ii) the obligations of the Company and the Trustee with respect to such Securities under Sections 3.5, 3.6, 10.2 and 10.3, and with respect to any
rights to convert such Securities into other securities of the Company or exchange such Securities for securities of another issuer, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this
Section 4.2. The Company may exercise its option under this Section 4.2(2) notwithstanding the prior exercise of its option under clause (3) of this with respect to such Securities. 

(3) Upon the Company’s exercise of the option to have this Section 4.2(3) apply with respect to any Securities of or
within a series, the Company shall be released from its obligations under Sections 10.5 and 10.6, and, to the extent specified pursuant to Section 3.1(21), any other covenant applicable to such Securities, with respect to such Outstanding
Securities, on and after the date the conditions set forth in clause (4) of this 

  
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Section 4.2 are satisfied (hereinafter, “covenant defeasance”), and such Securities and shall thereafter be deemed to be not “Outstanding” for the purposes of any
direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with any such covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such
covenant defeasance means that, with respect to such Outstanding Securities, the Company may omit to comply with, and shall have no liability in respect of, any term, condition or limitation set forth in any such Section or such other covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a default or an Event of Default under Section 5.1(4) or 5.1(8) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities shall be
unaffected thereby. 
 (4) The following shall be the conditions to application of clause (2) or (3) of this
Section 4.2 to any Outstanding Securities of or within a series: 
 (a) The Company shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6.7 who shall agree to comply with the provisions of this Section 4.2 applicable to it) as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (1) an amount in Dollars or in such Foreign Currency in which such Securities are then specified as payable at
Stated Maturity, or (2) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, money in an amount, or (3) a
combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (y) the principal of (and premium, if any) and interest, if any, on such
Outstanding Securities at the Stated Maturity of such principal or installment of principal or premium or interest and (z) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the days on which
such payments are due and payable in accordance with the terms of this Indenture and of such Securities. Provided, that notwithstanding the foregoing, with respect to any Securities which shall at the time be listed for trading on the NASDAQ Global
Select Market, there shall be no deposit of funds in cash and/or in Government Obligations with the Trustee to pay the principal amount, the redemption price or any installment of interest in order to discharge the Company’s obligations in
respect of such payment if, at such time, the rules of the NASDAQ Global Select Market prohibit such deposit with the Trustee. 

  
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 (b) Such defeasance or covenant defeasance shall not result in a breach or
violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. 

(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to
such Securities shall have occurred and be continuing on the date of such deposit. 
 (d) In the case of an election under
clause (2) of this Section 4.2, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from the U.S. Internal Revenue Service a letter ruling, or there has been published by the
U.S. Internal Revenue Service a Revenue Ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion shall
confirm that, the Holders of such Outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such defeasance had not occurred. 
 (e) In the case of an election under
clause (3) of this Section 4.2, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities 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. 

(f) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent to the defeasance or covenant defeasance under clause (2) or (3) of this Section 4.2 (as the case may be) have been complied with. 

(g) Notwithstanding any other provisions of this Section 4.2(4), such defeasance or covenant defeasance shall be effected
in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.1. 

(5) Unless otherwise specified in or pursuant to this Indenture or any Security, if, after a deposit referred to in
Section 4.2(4)(a) has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 3.1 or the terms of such Security to receive payment in a Currency other than
that in which the deposit pursuant to Section 4.2(4)(a) has been made in respect of such Security, or (b) a Conversion Event occurs in respect of the Foreign Currency in which 

  
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the deposit pursuant to Section 4.2(4)(a) has been made, the indebtedness represented by such Security shall be deemed to have been, and will be, fully discharged and satisfied through the
payment of the principal of (and premium, if any), and interest, if any, on, such Security as the same becomes due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other
property deposited in respect of such Security into the Currency in which such Security becomes payable as a result of such election or Conversion Event based on (x) in the case of payments made pursuant to clause (a) above, the applicable
market exchange rate for such Currency in effect on the second Business Day prior to each payment date, or (y) with respect to a Conversion Event, the applicable market exchange rate for such Foreign Currency in effect (as nearly as feasible)
at the time of the Conversion Event. 
 The Company shall pay and indemnify the Trustee (or other qualifying trustee, collectively for
purposes of this Section 4.2(5) and Section 4.3, the “Trustee”) against any tax, fee or other charge, imposed on or assessed against the Government Obligations deposited pursuant to this Section 4.2 or the principal or
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 such Outstanding Securities. 

Anything in this Section 4.2 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon
Company Request, any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in clause (4) of this Section 4.2 which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant defeasance, as applicable, in accordance with this
Section 4.2. 
 Section 4.3 Application of Trust Money. 

Subject to the provisions of the last paragraph of Section 10.3, all money and Government Obligations (or other property as may be
provided pursuant to Section 3.1) (including the proceeds thereof) deposited with the Trustee pursuant to Section 4.1 or 4.2 in respect of any Outstanding Securities of any series shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities
of all sums due and to become due thereon in respect of principal (and premium, if any) and interest; but such money and Government Obligations need not be segregated from other funds except to the extent required by law. 

Section 4.4 Reinstatement. 

(1) If the Trustee or Paying Agent is unable to apply any money or Government Obligations in accordance with
Section 4.2(4) by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture
and the Securities of the applicable series issued 

  
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hereunder shall be revived and reinstated as though no deposit has occurred pursuant to Section 4.2(4) until such time as the Trustee or Paying Agent is permitted to apply all such money or
Government Obligations in accordance with and as contemplated by Section 4.2(4). 
 (2) If the Company’s
obligations under this Indenture and the Securities of the applicable series issued hereunder shall be revived and reinstated in accordance with this Section 4.4, the Company shall be permitted, at its discretion to withdraw all or a portion of
the deposits made by the Company pursuant to Section 4.2(4). 
 (3) If the Company elects not to withdraw any of the
deposits made by the Company pursuant to Section 4.2(4), if and when the Trustee or Paying Agent is later permitted to apply all such money or Government Obligations in accordance with and as contemplated by Section 4.2(4), the rights of
the Company shall be subrogated to the rights of the Holders of the Securities of the applicable series to receive payments from the money or Government Obligations deposited by the Company pursuant to Section 4.2(4) and held by the Trustee or
Paying Agent; provided that if the Company shall have made any payment of principal or interest on the Securities of any series because of the revival and reinstatement of its obligations, which payment is not sourced from any amounts deposited by
the Company pursuant to Section 4.2(4) (such amount, in the aggregate, being referred to as the “Company Paid Amount”), the Company shall be permitted, at its discretion, to withdraw all or a portion of the deposits made by the
Company pursuant to Section 4.2(4) up to the Company Paid Amount. 
 ARTICLE 5 

REMEDIES 

Section 5.1 Events of Default. 

“Event of Default,” wherever used herein with respect to Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body), unless such event is specifically deleted or modified in or pursuant to the supplemental indenture, Board Resolution or Officer’s Certificate establishing the terms of such Series pursuant to this Indenture: 

(1) default in the payment of any interest on any Security of such series when such interest becomes due and payable, and
continuance of such default for a period of 60 days (or such other period as may be established for the Securities of such series as contemplated by Section 2.3); or 

(2) default in the payment of the principal of or any premium on any Security of such series when such principal or premium
becomes due and payable at their Maturity and the continuance of such default for five days (or such other period as may be established for the Securities of such series as contemplated by Section 2.3); or 

  
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 (3) default in the deposit of any sinking fund or analogous payment when and as
due by the terms of a Security of such series; or 
 (4) default in the performance, or breach, of any covenant or agreement
of the Company in this Indenture with respect to any Security of that series (other than a covenant or agreement a default in whose performance or whose breach is elsewhere in this Section specifically dealt with and other than a covenant or
agreement included in this Indenture solely for the benefit of another series of Securities), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice
is a “Notice of Default” hereunder; or 
 (5) [Reserved.]; or 

(6) a court of competent jurisdiction enters an order or decree under any applicable Bankruptcy Law that: 

(a) is for relief against the Company in an involuntary case; or 

(b) appoints a Custodian of the Company or for all or substantially all of the property of the Company; or 

(c) orders the liquidation of the Company; 

and the order or decree remains unstayed and in effect for 60 consecutive days. The term “Bankruptcy Law” means title 11, U.S. Code or any
similar federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law. 

(7) the commencement by the Company of a voluntary proceeding under any applicable bankruptcy, insolvency, reorganization
(other than a reorganization under a foreign law that does not relate to insolvency) or other similar law or of a voluntary proceeding seeking to be adjudicated insolvent or the consent by the Company to the entry of a decree or order for relief in
an involuntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or to the commencement of any insolvency proceedings against it, or the filing by the Company of a petition or answer or consent seeking
reorganization, arrangement, adjustment or composition of the Company or relief under any applicable law, or the consent by the Company to the filing of such petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee or similar official of the Company or any substantial part of the property of the Company or the making by the Company of an assignment for the benefit of creditors, or the taking of corporate action by the Company in
furtherance of any such action or the admitting in writing by the Company of its inability to pay its debts generally as they become due; or 

(8) any other Event of Default provided in or pursuant to this Indenture with respect to Securities of such series. 

  
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 Section 5.2 Acceleration of Maturity; Rescission and Annulment. 

If an Event of Default with respect to Securities of any series at the time Outstanding (other than an Event of Default specified in clause
(6) or (7) of Section 5.1) occurs and is continuing, then the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of such series may declare the principal of all the Securities of such series,
or such lesser amount as may be provided for in the Securities of such series, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal or
such lesser amount shall become immediately due and payable. 
 If an Event of Default specified in clause (6) or (7) of
Section 5.1 occurs, all unpaid principal of and accrued interest on the Outstanding Securities of that series (or such lesser amount as may be provided for in the Securities of such series) shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any Holder of any Security of that series. 
 At any time after a
declaration of acceleration with respect to the Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of not less
than a majority in principal amount of the Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if 

(1) the Company has paid or deposited with the Trustee a sum sufficient to pay: 

(a) all overdue installments of any interest on all Securities of such series, 

(b) the principal of and any premium on any Securities of such series which have become due otherwise than by such declaration
of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, 
 (c) to the extent
that payment of such interest is lawful, interest upon overdue installments of any interest at the rate or rates borne by or provided for in such Securities, and 

(d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel and all other amounts due the Trustee under Section 6.6; and 
 (2) all Events of
Default with respect to Securities of such series, other than the non-payment of the principal of, or any premium and interest, if any, on Securities of such series which shall have become due solely by such declaration of acceleration, shall have
been cured or waived as provided in Section 5.13. 

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

 Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee. 

The Company covenants that if a 

(1) default is made in the payment of any installment of interest on any Security when such interest shall have become due and
payable and such default continues for a period of 30 days, or 
 (2) default is made in the payment of the principal of or
any premium on any Security at its Maturity, 
 the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such
Securities, the whole amount of money then due and payable with respect to such Securities, with interest upon the overdue principal, any premium and, to the extent that payment of such interest shall be legally enforceable, upon any overdue
installments of interest, and in addition thereto, such further amount of money as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel and all other amounts due to the Trustee under Section 6.6. 
 If the Company shall fail to pay the money it is
required to pay the Trustee pursuant to the preceding paragraph forthwith upon the demand of the Trustee, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the money so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon such Securities and collect the monies adjudged or decreed to be payable in the manner provided by law out
of the property of the Company or any other obligor upon such Securities, wherever situated. Every recovery of judgment in any such action or other proceeding subject to the payment of the expenses, disbursements and compensation of the Trustee, its
agents and attorneys, shall be for the ratable benefit of the Holders of such Securities that shall be the subject of such action or proceeding. 

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or such Securities or in aid of the exercise of any power granted herein or therein, or to enforce any other proper remedy. 

Section 5.4 Trustee May File Proofs of Claim. 

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the 

  
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Company or any other obligor upon the Securities of any series or the property of the Company or such other obligor or their creditors, the Trustee (irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of any overdue principal, premium or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise, 
 (1) to file and prove a claim for the whole
amount, or such lesser amount as may be provided for in the Securities of any applicable series, of the principal and any premium and interest in respect of the Securities and to file such other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents or counsel) and of the Holders of Securities allowed in such judicial proceeding, and

 (2) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the
same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder of Securities to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders of Securities, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 6.6. 

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a
Security any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a Security in any such proceeding.

 Section 5.5 Trustee May Enforce Claims without Possession of Securities. 

All rights of action and claims under this Indenture or any of the Securities may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery or judgment, after
provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of each and every Holder of the Securities in respect of which such judgment has
been recovered. 
 Section 5.6 Application of Money Collected. 

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 

(1) To the payment of all amounts due the Trustee and any predecessor Trustee under Section 6.6; 

  
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 (2) To the payment of the amounts then due and unpaid upon the Securities for
principal and any premium and interest, ratably, without preference or priority of any kind, according to the aggregate amounts due and payable on such Securities for principal and any premium and interest, respectively; 

(3) The balance, if any, to the Person or Persons entitled thereto. 

Section 5.7 Limitations on Suits. 

No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless 
 (1) such Holder has
previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of such series; 

(2) the Holders of a majority in principal amount outstanding of the Outstanding Securities of such series shall have made
written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 

(3) such Holder or Holders have offered to the Trustee such indemnity as is reasonably satisfactory to it against the costs,
expenses and liabilities to be incurred in compliance with such request; 
 (4) the Trustee for 30 days after its receipt of
such notice, request and offer of indemnity has failed to institute any such proceeding; and 
 (5) no direction inconsistent
with such written request has been given to the Trustee during such 30-day period by the Holders of a majority in principal amount of the Outstanding Securities of such series; 

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture or any Security to affect, disturb or prejudice the rights of any other such Holders or Holders of Securities of any other series, or to obtain or to seek to obtain priority or preference over any other Holders or to
enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders. 

  
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 Section 5.8 Unconditional Right of Holders to Receive Principal and any Premium and
Interest. 
 Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of, any premium and (subject to Sections 3.7 and 3.10) interest on such Security on the respective Stated Maturity or Maturities therefor specified in such Security (or, in the case of
redemption, on the Redemption Date or, in the case of repayment at the option of such Holder if provided in or pursuant to this Indenture, on the date such repayment is due) and to institute suit for the enforcement of any such payment, and such
right shall not be impaired without the consent of such Holder. 
 Section 5.9 Restoration of Rights and Remedies. 

If the Trustee or any Holder of a Security has instituted any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the Company, the Trustee and each such Holder shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and each such Holder shall continue as though no such proceeding had been instituted. 

Section 5.10 Rights and Remedies Cumulative. 

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or to each and every Holder of a Security is intended to be exclusive of any other right or remedy, and every right and remedy, to the extent
permitted by law, shall 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, to the extent permitted by law, prevent the concurrent assertion or employment of any other appropriate right or remedy. 

Section 5.11 Delay or Omission Not Waiver. 

No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to any Holder of a Security may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by such Holder, as the case may be. 
 Section 5.12 Control by Holders of
Securities. 
 The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series, provided that 

(1) such direction shall not be in conflict with any rule of law or with this Indenture or with the Securities of such series,


  
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 (2) the Trustee may take any other action deemed proper by the Trustee which is
not inconsistent with such direction, and 
 (3) such direction is not unduly prejudicial to the rights of the other Holders
of Securities of such series not joining in such action. 
 Section 5.13 Waiver of Past Defaults. 

The Holders of not less than a majority in principal amount of the Outstanding Securities of any series on behalf of the Holders of all the
Securities of such series may waive any past default hereunder with respect to such series and its consequences, except a default 

(1) in the payment of the principal of, any premium or interest on, any Security of such series, or 

(2) in respect of a covenant or provision hereof which under Article 9 cannot be modified or amended without the consent of the
Holder of each Outstanding Security of such series affected. 
 Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 

Section 5.14 Waiver of Usury, Stay or Extension Laws. 

The Company covenants that (to the extent that it may lawfully do so) it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company expressly waives (to
the extent that it may lawfully do so) all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted. 
 Section 5.15 Undertaking for Costs. 

All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this Section 5.15 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more


  
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than 10% in principal amount of Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or
interest, if any, on any Security on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date, and, in the case of repayment, on or after the date for repayment) or for the
enforcement of the right, if any, to convert or exchange any Security into other securities in accordance with its terms. 
 ARTICLE 6

 THE TRUSTEE 

Section 6.1 Certain Rights of Trustee. 

Subject to Sections 315(a) through 315(d) of the Trust Indenture Act: 

(1) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. 

(2) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company
Order (other than delivery of any Security, together with any coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to Section 3.3 which shall be sufficiently evidenced as provided therein) and any resolution of
the Board of Directors may be sufficiently evidenced by a Board Resolution. 
 (3) 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 shall be herein specifically prescribed) may, in the absence of bad
faith on its part, rely upon a Board Resolution, an Opinion of Counsel or an Officer’s Certificate. 
 (4) The Trustee
may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 

(5) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction. 
 (6) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or 

  
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document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further
inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney. 

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

(8) The Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by this Indenture. 
 (9) The Trustee shall not be
charged with knowledge of any default or Event of Default with respect to the Securities of any series unless either (1) such default or Event of Default is known, or ought reasonably to have been known, by a Responsible Officer of the Trustee
or (2) written notice of such default or Event of Default shall have been given to the Trustee by the Company or any other obligor on the Securities of any series or by any Holder of the Securities of any series. 

(10) The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it. 
 Section 6.2 Notice of Defaults. 

Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail
to all Holders of Securities of such series entitled to receive reports pursuant to Section 7.3(3), notice of such default hereunder actually known to a Responsible Officer of the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any), or interest, if any, on, or any sinking fund or purchase fund installment with respect to, any Security 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 determine that the withholding of such notice
is in the best interest of the Holders of Securities of such series; and provided, further, that in the case of any default of the character specified in Sections 5.1(4) and 5.1(5) with respect to Securities of such series, no such notice to Holders
shall be given until such default shall have become an Event of Default with respect to Securities of such series. For the purpose of Sections 6.1 and 6.2, the term “default” means any event that is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such series. 

  
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 Section 6.3 Not Responsible for Recitals or Issuance of Securities. 

The recitals contained herein and in the Securities, except the Trustee’s certificate of authentication shall be taken as the statements
of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities, except that the
Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the
Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 

Section 6.4 May Hold Securities. 

The Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Trust Indenture Act Sections 310(b) and 311, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar,
Authenticating Agent or such other agent. 
 Section 6.5 Money Held in Trust. 

Except as provided in Section 4.3 and Section 10.3, money held by the Trustee in trust hereunder need not be segregated from other
funds except to the extent required by law and shall be held uninvested. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed to in writing with the Company. 

Section 6.6 Compensation and Reimbursement. 

The Company agrees: 

(1) to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as the Company and the
Trustee shall from time to time agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). 

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including reasonable compensation and the expenses, advances and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith. 
 (3) to indemnify each of the Trustee and
any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its own part, arising out of or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent that any such loss, liability or expense was
due to the Trustee’s negligence or bad faith. 

  
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 As security for the performance of the obligations of the Company under this Section, the Trustee
for the Securities of any series shall have a claim prior to the Securities of such series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or
interest, if any, on Securities of such series. 
 To the extent permitted by law, any compensation or expense incurred by the Trustee after
a default specified in or pursuant to Section 5.1 is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 6.6 shall include any
predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the rights of any other Trustee under this Section 6.6. 

The provisions of this Section 6.6 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal
of the Trustee and shall apply with equal force and effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or Security Registrar. 

Section 6.7 Corporate Trustee Required; Eligibility. 

There shall at all times be a Trustee hereunder that is a Corporation organized and doing business under the laws of the United States of
America, any state thereof or the District of Columbia, that is eligible under Section 310(a)(1) of the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act and that has a combined capital and surplus
(computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000, and that is subject to supervision or examination by Federal or state authority. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 

Section 6.8 Resignation and Removal; Appointment of Successor. 

(1) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee pursuant to Section 6.9. 
 (2) The Trustee may
resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.9 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series. 

(3) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series, delivered to the Trustee and the Company. 

  
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 (4) If at any time: 

(a) the Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act
with respect to Securities of any series after written request therefor by the Company or any Holder of a Security of such series who has been a bona fide Holder of a Security of such series for at least six months, or 

(b) the Trustee shall cease to be eligible under Section 6.7 and shall fail to resign after written request therefor by
the Company or any such Holder, or 
 (c) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver 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, (i) the Company, by or pursuant to a Board Resolution, may remove the Trustee with respect to all Securities or the Securities of such series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder of a
Security who has been a bona fide Holder of a Security 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 with respect to
all Securities of such series and the appointment of a successor Trustee or Trustees. 
 (5) If the Trustee shall resign, be
removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of such series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one
Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.9. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.9, become the successor Trustee with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed within three months after such appointment might have been made hereunder by the Company or the Holders of
Securities and accepted appointment in the manner required by Section 6.9, any Holder of a Security who has been a bona fide Holder of a Security 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 appointment of a successor Trustee with respect to the Securities of such series. 

  
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 (6) The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series as provided herein. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office. 
 (7) In no event shall any retiring Trustee be
liable for the acts or omissions of any successor Trustee hereunder. 
 Section 6.9 Acceptance of Appointment by Successor. 

(1) Upon the appointment hereunder of any successor Trustee with respect to all Securities, such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company and the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company or such successor Trustee or the Holders of at least 10% in principal amount of
the applicable series of Securities then Outstanding, such retiring Trustee, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and,
subject to Section 10.3, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 6.6. 

(2) Upon the appointment hereunder of any successor Trustee with respect to the Securities of one or more (but not all) series,
the Company, the retiring Trustee and such successor Trustee shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, such successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) 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, that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for any notice given to, or received
by, or any act or failure to act on the part of any other Trustee hereunder, and, upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided
therein, such retiring Trustee shall have no further responsibility for the exercise of rights and powers or for 

  
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the performance of the duties and obligations vested in the Trustee under this Indenture with respect to the Securities of that or those series to which the appointment of such successor Trustee
relates other than as hereinafter expressly set forth, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates and subject to Section 10.3 shall duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture, the property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, subject to its claim, if any, provided for in Section 6.6. 

(3) Upon request of any Person appointed hereunder as a successor Trustee, the Company shall execute any and all instruments
for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (1) or (2) of this Section, as the case may be. 

(4) No Person shall accept its appointment hereunder as a successor Trustee unless at the time of such acceptance such
successor Person shall be qualified and eligible under this Article. 
 Section 6.10 Merger, Conversion, Consolidation or Succession
to Business. 
 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, shall be the successor of the Trustee hereunder, without the execution or filing of any paper or any further act on the part of any of the
parties hereto, provided, that such Corporation shall be otherwise qualified and eligible under this Section. In case any Securities shall have been authenticated but not delivered by the Trustee then in office, any successor by merger, conversion
or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 

Section 6.11 Appointment of Authenticating Agent. 

The Trustee may appoint one or more Authenticating Agents acceptable to the Company with respect to one or more series of Securities, and
which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial redemption or partial repayment or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. 

  
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 Each Authenticating Agent must be acceptable to the Company and, except as provided in or
pursuant to this Indenture, shall at all times be a corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to
act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. 

Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation
resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, provided such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating
Agent. 
 An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and the Company. The Trustee may at
any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall provide written notice to all Holders of
Registered Securities, if any, of the series with respect to which such Authenticating Agent shall serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of
this Section. 
 The Company agrees to pay each Authenticating Agent from time to time reasonable compensation for its services under this
Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.6. 

If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such
series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form: 

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. 

 

			
	                                    
                                         
         ,
	as Trustee
		
	By	 	  

		 	As Authenticating Agent
		
	By	 	  

		 	Authorized Officer



  
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 If all of the Securities of any series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested
in writing (which writing need not be accompanied by or contained in an Officer’s Certificate by the Company), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the
Company with respect to such series of Securities. 
 Section 6.12 Appointment of Attorney-in-Fact. 

The Trustee for each series of Securities is hereby appointed, and each and every Holder of Securities of such series, by receiving and
holding the same, shall be conclusively deemed to have appointed such Trustee, the true and lawful attorney-in-fact of such Holder, with authority to make or file (whether or not the Company shall be in default in respect of the payment of the
principal of, or premium or interest, if any, on any of the Securities of such series), in its own name as trustee of an express trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation, bankruptcy, reorganization,
or other judicial proceedings relative to the Company or any other obligor upon such Securities or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents, and
amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of such Securities allowed in any such proceeding and to collect and receive any moneys or other property payable or
deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceedings any of the
claims of such Trustee and of any of such holders in respect of any of the Securities of such series; and any receiver, assignee, custodian, trustee, or debtor in any such proceedings is hereby authorized, and each and every Holder of the Securities
of such series, by receiving and holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, custodian, trustee, or debtor, to make any such payment or delivery to or on the order of such Trustee, and, in the event
that such Trustee shall consent to the making of such payments or deliveries directly to the Holders of the Securities of such series, to pay to such Trustee any amount due it for compensation and expenses, including counsel fees and expenses,
incurred by it down to the date of such payment or delivery; provided, however, that nothing herein contained shall be deemed to authorize or empower such Trustee to consent to or accept or adopt, on behalf of any Holder of Securities of such
series, any plan of reorganization or readjustment of the Company affecting the Securities of such series or the rights of any Holder thereof, or to authorize or empower such Trustee to vote in respect of the claim of any Holder of any Securities of
such series in any such proceedings. 

  
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 ARTICLE 7 

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY 

Section 7.1 Company to Furnish Trustee Names and Addresses of Holders. 

In accordance with Section 312(a) of the Trust Indenture Act, the Company shall furnish or cause to be furnished to the Trustee 

(1) semi-annually with respect to Securities of each series not later than
                     and
                     of the year or upon such other dates as are set forth in or pursuant to the Board Resolution or indenture supplemental
hereto authorizing such series, a list, in each case in such form as the Trustee may reasonably require, of the names and addresses of Holders as of the applicable date, and 

(2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, 
 provided, however, that so long
as the Trustee is the Security Registrar no such list shall be required to be furnished. 
 Section 7.2 Preservation of Information;
Communications to Holders. 
 The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the Trust
Indenture Act. 
 Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that none of the
Company, the Trustee, any Paying Agent or any Security Registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with Section 312(c) of the
Trust Indenture Act, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture
Act. 
 Section 7.3 Reports by Trustee. 

(1) Within 60 days after
                     of each year commencing with the first September 15 following the first issuance of Securities pursuant to
Section 3.1, if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated as of such
                     with respect to any of the events specified in said Section 313(a) which may have occurred since the later of the
immediately preceding                      and the date of this Indenture. 

(2) The Trustee shall transmit the reports required by Section 313(a) of the Trust Indenture Act at the times specified
therein. 
 (3) Reports pursuant to this Section shall be transmitted in the manner and to the Persons required by Sections
313(c) and 313(d) of the Trust Indenture Act. 

  
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 Section 7.4 Reports by Company. 

The Company covenants to comply with Section 314(a) of the Trust Indenture Act insofar as it relates to information, documentations, and
other reports which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended. 

ARTICLE 8 

CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES 

Section 8.1 Company May Consolidate, Etc., Only on Certain Terms. 

The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, unless: 
 (1) the Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be (i) a corporation, limited liability company, partnership or trust, (ii) shall be organized
and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed, by
supplemental indenture reasonably satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person (if other than the Company) formed by such consolidation or into which the Company shall have been merged or by the Person
which shall have acquired the Company’s assets; 
 (2) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and 

(3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with. 
 The conditions of (1)(ii) above shall not apply in the case of a corporation
or entity not organized under the laws of the United States of America, any State thereof or the District of Columbia which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the jurisdiction of the United States
district court for the Southern District of New York and (ii) to indemnify and hold harmless the holders of all Securities against (A) any tax, assessment or 

  
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governmental charge imposed on such holders by a jurisdiction other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the
making of, any payment of principal or interest on such Securities and which would not have been so imposed and withheld had such consolidation, merger, sale or conveyance not been made and (B) any tax, assessment or governmental charge imposed
on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. 
 This Section shall only apply
to a merger or consolidation in which the Company is not the surviving corporation and to conveyances, leases and transfers by the Company as transferor or lessor. 

The restrictions in this Section 8.1 shall not apply to (i) the merger or consolidation of the Company with one of its affiliates,
if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Company’s State of incorporation or convert the Company’s form of organization to another form, or (ii) the merger of
the Company with or into a single direct or indirect wholly owned subsidiary. 
 Section 8.2 Successor Person Substituted for
Company. 
 Upon any consolidation or amalgamation by the Company with or merger of the Company into any other Person or any conveyance,
transfer or lease of the properties and assets of the Company substantially as an entirety to any Person in accordance with Section 8.1, the successor Person formed by such consolidation or amalgamation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company
herein; and thereafter, except in the case of a lease, the predecessor Person shall be released from all obligations and covenants under this Indenture and the Securities. 

ARTICLE 9 
 SUPPLEMENTAL
INDENTURES 
 Section 9.1 Supplemental Indentures without Consent of Holders. 

Without the consent of any Holders of Securities, the Company (when authorized by or pursuant to a Board Resolution) and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental hereto, for any of the following purposes: 

(1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of
the Company contained herein and in the Securities; or 
 (2) to add to the covenants and agreements of the Company for the
benefit of the Holders of all or any series of Securities (as shall be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company; or 

  
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 (3) cure any ambiguity, omission, mistake, defect, error or inconsistency,
conform any provision to any provision of the description of the Securities in the registration statement or prospectus supplement pursuant to which the Securities were issued or reduce the minimum denomination of the Notes; or 

(4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities
of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 6.9; or 
 (5) to cure any ambiguity or to correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein or in any supplemental indenture, or to make any other provisions with respect to matters or questions arising under this Indenture, which shall not adversely affect the interests of the Holders of
Securities of any series then Outstanding in any material respect; or 
 (6) to establish the form or terms of Securities of
any series as permitted by Sections 2.1 and 3.1, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); or 

(7) to add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such
supplemental indenture); or 
 (8) 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 Article 4, provided that any such action shall not adversely affect the interests of any Holder of an Outstanding Security of such series or any other
Outstanding Security in any material respect; or 
 (9) to secure payment on the Securities pursuant to Section 10.4 or
otherwise; 
 (10) to amend or supplement any provision contained herein or in any supplemental indenture, provided that no
such amendment or supplement shall materially adversely affect the interests of the Holders of any Securities then Outstanding. 

Section 9.2 Supplemental Indentures with Consent of Holders. 

With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series
affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company (when authorized by or pursuant to a Company’s Board Resolution) and the Trustee may 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 modifying in any manner the rights of the Holders of Securities of such series under this
Indenture or of the Securities of such 

  
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series; provided, however, that no such supplemental indenture, without the consent of each Holder of each Outstanding Security affected thereby, shall: 

(1) change the Stated Maturity of the principal of, or any premium or installment of interest on, any Security, or reduce the
principal amount thereof or the rate (or modify the calculation of such rate) of interest thereon, or any premium payable upon the redemption thereof or otherwise, or reduce the amount of the principal of an Original Issue Discount Security that
would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2 or the amount thereof provable in bankruptcy pursuant to Section 5.4, change the redemption provisions or adversely affect the
right of repayment at the option of any Holder as contemplated by Article 13, or change the Place of Payment, Currency in which the principal of, any premium or interest on, any Security is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case of repayment at the option of the Holder, on or after the date for repayment), or 

(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture,
or reduce the requirements of Section 15.4 for quorum or voting, or 
 (3) modify any of the provisions of this Section,
Section 5.13 or Section 10.6, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected
thereby, or 
 (4) make any change that adversely affects the right to convert or exchange any Security into or for
securities of the Company or other securities (whether or not issued by the Company), cash or property in accordance with its terms. 
 In
computing whether the Holders of the requisite principal amount of Outstanding Securities have taken action under this Indenture or under a supplemental indenture hereto, the Company shall use: (i) for an Original Issue Discount security, the
amount of the principal that would be due and payable as of that date, as if the Maturity of such Security had been accelerated due to a default; and (ii) for a Security denominated in a Foreign Currency or Currencies, the Dollar equivalent of
the outstanding principal amount as of that date, using the exchange rate in effect on the date of original issuance of such Security. 
 A
supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, which shall have been included expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of
the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 

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

  
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 Any consent given by any Holder of a Security under this Section 9.2 shall be irrevocable
for a period of six months after the day of execution thereof, but may be revoked at any time thereafter by such Holder or by his successor in title by filing written notice of such revocation with the Trustee at its corporate trust office;
provided, however, that such consent shall not be revocable after the holders of not less than a majority in aggregate principal amount of the Securities of the series of which such Security is a part at the time Outstanding shall have consented to
such supplemental indenture. No notation on any Security of the fact of such consent shall be necessary, but any such written consent by the Holder of any Security shall be conclusive and binding on all future Holders and owners of the same Security
and of all Securities delivered in exchange therefor, unless revoked in the manner and during the period provided in this Section 9.2. 

Section 9.3 Execution of Supplemental Indentures. 

As a condition to executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trust created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 315 of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this Indenture and an Officer’s Certificate stating that all conditions precedent to the execution of such supplemental indenture have been fulfilled. The Trustee may, but
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 is not reasonably acceptable to the Trustee. 

Section 9.4 Effect of Supplemental Indentures. 

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of a Security theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 

Section 9.5 Reference in Securities to Supplemental Indentures. 

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of
the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series in equal aggregate principal amounts,
and such exchange shall be made without cost to the Holders. 
 Section 9.6 Conformity with Trust Indenture Act. 

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.


  
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 Section 9.7 Notice of Supplemental Indenture. 

Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to Section 9.2, the Company shall
transmit to the Holders of Outstanding Securities of any series affected thereby a notice setting forth in general terms the substance of such supplemental indenture. Failure to send such notice will not impair the validity of such supplemental
indenture. 
 ARTICLE 10 

COVENANTS 

Section 10.1 Payment of Principal, any Premium, Interest. 

The Company covenants and agrees for the benefit of the Holders of the Securities of each series that it will duly and punctually pay or cause
to be paid the principal of, and any premium or interest, if any, on the Securities of such series in accordance with the terms thereof and this Indenture. When and as paid, all Securities of such series shall be cancelled and destroyed in
accordance with the Section 3.9 hereof. 
 Section 10.2 Maintenance of Office or Agency. 

The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series may be
presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange,
and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the
location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 

The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or
Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency.
Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoint the Corporate Trust Office of the
Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities
of any series. 

  
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 Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so
long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with
respect to each such series of Securities, or as so required, at least one exchange rate agent. 
 Section 10.3 Money for Securities
Payments to Be Held in Trust. 
 If the Company shall at any time act as its own Paying Agent, with respect to any series of Securities,
it shall, on or before each due date of the principal of, any premium or interest on, any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the currency or currencies, currency
unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.1 for the Securities of such series) sufficient to pay the principal or any premium or
interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and shall promptly notify the Trustee of its action or failure so to act. 

Whenever the Company shall have one or more Paying Agents for any series of Securities, it shall, no later than 11:00 am on or prior to each
due date of the principal of, any premium or interest on, any Securities of such series, deposit with any Paying Agent a sum (in the currency or currencies, currency unit or units or composite currency or currencies described in the preceding
paragraph) sufficient to pay the principal or any premium or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act. 
 The Company shall cause each Paying Agent for any series of Securities other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall: 

(1) hold all sums held by it for the payment of the principal of, any premium or interest on, Securities of such series in
trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as provided in or pursuant to this Indenture; 

(2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of such series) in the
making of any payment of principal, any premium or interest on, Securities of such series; and 
 (3) at any time during the
continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. 

  
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 The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such
sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums. 

Except as otherwise provided herein or pursuant hereto, any money deposited with the Trustee or any Paying Agent, or then held by the Company,
in trust for the payment of the principal of, any premium or interest on, any Security of any series and remaining unclaimed for two years after such principal or any such premium or interest shall have become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company), unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, shall be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be sent to Holders of Registered Securities of such series, or both, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notice nor shall it be later than two years after such principal and any premium or interest shall have become due and payable,
any unclaimed balance of such money then remaining will be repaid to the Company. 
 Section 10.4 [Reserved.] 

[Reserved.] 
 Section 10.5
[Reserved.]. 
 [Reserved.] 

Section 10.6 Waiver of Certain Covenants. 

The Company may omit in any particular instance to comply with any term, provision or condition with respect to the Securities of any series
if, before the time for such compliance, the Holders of at least a majority in principal amount of the Outstanding Securities of such series, by Act of such Holders, either shall waive such compliance in such instance or generally shall have waived
compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. The Company shall obtain and file with the Trustee, before or after the time for such compliance, evidence of the consent of
such Holders. 

  
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 Section 10.7 Company Statement as to Compliance; Notice of Certain Defaults. 

(1) So long as any Securities are Outstanding hereunder, the Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date on which Securities which are Outstanding were issued, a written statement covering the previous fiscal year, signed by two of its officers (which need not comply with Section 1.2),
stating that in the course of the performance of their duties as officers of the Company they would normally have knowledge of any default by the Company in the performance or fulfillment of any covenant, agreement or condition contained in this
Indenture, stating whether or not they have knowledge of any such default and, if so, specifying each such default of which the signers have knowledge and the nature thereof. 

(2) The Trustee shall have no duty to monitor the Company’s compliance with the covenants contained in this Article 10
other than as specifically set forth in this Section 10.7. 
 ARTICLE 11 

REDEMPTION OF SECURITIES 

Section 11.1 Applicability of Article. 

Redemption of Securities of any series at the option of the Company as permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided herein or pursuant hereto) this Article. 
 Section 11.2
Election to Redeem; Notice to Trustee. 
 The election of the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of (a) less than all of the Securities of any series or (b) all of the Securities of any series, with the same issue date, interest rate or formula, Stated Maturity
and other terms, the Company shall, at least 30 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. 
 Section 11.3 Selection by Trustee of Securities to be Redeemed. 

If less than all of the Securities of any series with the same issue date, interest rate or formula, Stated Maturity and other terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more than 30 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for redemption of portions of the principal amount of Registered Securities of such series; provided, however, that no such partial redemption shall reduce the portion of the
principal amount of a Registered Security of such series not redeemed to less than the minimum denomination for a Security of such series established herein or pursuant hereto. 

  
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 The Trustee shall promptly notify the Company and the Security Registrar (if other than itself)
in writing of the Securities selected for redemption and, in the case of any Securities 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 shall
relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal of such Securities which has been or is to be redeemed. 

Unless otherwise specified in or pursuant to this Indenture or the Securities of any series, if any Security selected for partial redemption
is converted into other securities of the Company or exchanged for securities of another issuer in part before termination of the conversion or exchange right with respect to the portion of the Security so selected, the converted portion of such
Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted or exchanged during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose
of such selection. 
 Section 11.4 Notice of Redemption. 

Notice of redemption shall be given in the manner provided in Section 1.6, not less than 30 nor more than 60 days prior to the Redemption
Date, unless a shorter period is specified in the Securities to be redeemed, to the Holders of Securities to be redeemed. Failure to give notice by mailing in the manner herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings far the redemption of any other Securities or portion thereof. 

Any notice that is provided to the Holder of any Registered Securities in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not such Holder receives the notice. 
 All notices of redemption shall state: 

(1) the Redemption Date, 

(2) the Redemption Price, 

(3) if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial
redemption, the principal amount) of the particular Security or Securities to be redeemed, 
 (4) in case any Security is to
be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the Holder of such Security will receive, without charge, a new Security or Securities of
authorized denominations for the principal amount thereof remaining unredeemed, 

  
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 (5) that, on the Redemption Date, the Redemption Price shall become due and
payable upon each such Security or portion thereof to be redeemed, and, if applicable, that interest thereon shall cease to accrue on and after said date, 

(6) the place or places where such Securities are to be surrendered for payment of the Redemption Price and any accrued
interest, 
 (7) that the redemption is for a sinking fund, if such is the case, 

(8) [Reserved.], 

(9) [Reserved.], 

(10) in the case of Securities of any series that are convertible into Common Stock of the Company or exchangeable for other
securities, the conversion or exchange price or rate, the date or dates on which the right to convert or exchange the principal of the Securities of such series to be redeemed will commence or terminate and the place or places where such Securities
may be surrendered for conversion or exchange, and 
 (11) the CUSIP, ISIN or other reference numbers of such Securities, if
any (or any other numbers used by a Depository to identify such Securities). 
 A notice of redemption published as contemplated by
Section 1.6 need not identify particular Registered Securities to be redeemed. 
 Notice of redemption of Securities to be redeemed at
the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. 

Notwithstanding the foregoing, a notice of redemption may, at the Company’s option and discretion, be subject to one or more conditions
precedent. 
 Section 11.5 Deposit of Redemption Price. 

On or prior to any Redemption Date, the Company shall deposit, with respect to the Securities of any series called for redemption pursuant to
Section 11.4, with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount of money in the applicable Currency sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date, unless otherwise specified pursuant to Section 3.1 or in the Securities of such series) any accrued interest on, all such Securities or portions thereof
which are to be redeemed on that date. 
 Section 11.6 Securities Payable on Redemption Date. 

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at
the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon


  
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surrender of any such Security for redemption in accordance with said notice maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with
any accrued interest to the Redemption Date; provided, that, except as otherwise specified in or pursuant to this Indenture or the Registered Securities of such series, installments of interest on Registered Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the Regular Record Dates therefor according to their terms and the provisions of
Section 3.7. 
 If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any
premium until paid, shall bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
 Section 11.7
Securities Redeemed in Part. 
 Any Registered Security which is to be redeemed only in part shall be surrendered at any Office or
Agency for such Security (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Registered Security or Securities of the same series, containing identical terms and
provisions, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a Security in global form is so surrendered,
the Company shall execute, and the Trustee shall authenticate and deliver to the U.S. Depository or other Depository for such Security in global form as shall be specified in the Company Order with respect thereto to the Trustee, without service
charge, a new Security in global form in a denomination equal to and in exchange for the unredeemed portion of the principal of the Security in global form so surrendered. 

Section 11.8 Cancellation and Destruction of Securities. 

All Securities redeemed and paid pursuant to the provisions of this Article 11 shall be cancelled and destroyed, as provided in
Section 3.9, and, except in the case of partial redemption of any Security, no Security shall be issued under this Indenture in lieu thereof. 

ARTICLE 12 
 SINKING
FUNDS 
 Section 12.1 Applicability of Article. 

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise
permitted or required in or pursuant to this Indenture or any Security of such series issued pursuant to this Indenture. 
 The minimum
amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any 

  
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payment in excess of such minimum amount provided for by the terms of Securities of such series is herein referred to as an “optional sinking fund payment”. If provided for by
the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for
by the terms of Securities of such series and this Indenture. 
 Section 12.2 Satisfaction of Sinking Fund Payments with
Securities. 
 The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any
series to be made pursuant to the terms of such Securities (1) deliver Outstanding Securities of such series (other than any of such Securities previously called for redemption or any of such Securities in respect of which cash shall have been
released to the Company), and (2) apply as a credit Securities of such series which have been redeemed either at the election of the Company pursuant to the terms of such series of Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, provided that such series of Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If, as a result of the delivery or credit of Securities of any series in lieu of cash
payments pursuant to this Section 12.2, the principal amount of Securities of such series to be redeemed in order to satisfy the remaining sinking fund payment shall be less than $100,000, the Trustee need not call Securities of such series for
redemption, except upon Company Request, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall at the request of
the Company from time to time pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that series purchased by the Company having an unpaid
principal amount equal to the cash payment requested to be released to the Company. 
 Section 12.3 Redemption of Securities for
Sinking Fund. 
 Not less than 75 days prior to each sinking fund payment date for any series of Securities, the Company shall deliver
to the Trustee an Officer’s Certificate specifying the amount of the next, ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and
the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that series pursuant to Section 12.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment,
and will also deliver to the Trustee any Securities to be so credited and not theretofore delivered. If such Officer’s Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment, the
Company shall thereupon be obligated to pay the amount therein specified. Not less than 60 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.4. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7. 

  
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 ARTICLE 13 

REPAYMENT AT THE OPTION OF HOLDERS 

Section 13.1 Applicability of Article. 

Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance
with the terms of the Securities of such series. The repayment of any principal amount of Securities pursuant to such option of the Holder to require repayment of Securities before their Stated Maturity, for purposes of Section 3.9, shall not
operate as a payment, redemption or satisfaction of the indebtedness represented by such Securities unless and until the Company, at its option, shall deliver or surrender the same to the Trustee with a directive that such Securities be cancelled.
Notwithstanding anything to the contrary contained in this Section 13.1, in connection with any repayment of Securities, the Company may arrange for the purchase of any Securities by an agreement with one or more investment bankers or other
purchasers to purchase such Securities by paying to the Holders of such Securities on or before the close of business on the repayment date an amount not less than the repayment price payable by the Company on repayment of such Securities, and the
obligation of the Company to pay the repayment price of such Securities shall be satisfied and discharged to the extent such payment is so paid by such purchasers. 

ARTICLE 14 
 SECURITIES
IN FOREIGN CURRENCIES 
 Section 14.1 Applicability of Article. 

Whenever this Indenture provides for (1) any action by, or the determination of any of the rights of, Holders of Securities of any series
in which not all of such Securities are denominated in the same Currency, or (ii) any distribution to Holders of Securities, in the absence of any provision to the contrary in the form of Security of any particular series or pursuant to this
Indenture or the Securities, any amount in respect of any Security denominated in a Currency other than Dollars shall be treated for any such action or distribution as that amount of Dollars that could be obtained for such amount on such reasonable
basis of exchange and as of the record date with respect to Registered Securities of such series (if any) for such action, determination of rights or distribution (or, if there shall be no applicable record date, such other date reasonably proximate
to the date of such action, determination of rights or distribution) as the Company may specify in a written notice to the Trustee. 

  
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 ARTICLE 15 

MEETINGS OF HOLDERS OF SECURITIES 

Section 15.1 Purposes for Which Meetings May Be Called. 

A meeting of Holders of Securities of any series may be called at any time and from time to time pursuant to this Article, to make, give or
take any request, demand, authorization, direction, notice, consent, waiver or other Act provided by this Indenture or under applicable law, to be made, given or taken by Holders of Securities of such series. 

Section 15.2 Call, Notice and Place of Meetings. 

(1) The Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in
Section 15.1, to be held at such time and at such place in the Borough of Manhattan, The City of New York. Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting and in general terms
the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 1.6, not less than 21 nor more than 180 days prior to the date fixed for the meeting. 

(2) In case at any time the Company (by or pursuant to a Board Resolution) or the Holders of at least 10% in principal amount
of the Outstanding Securities of any series or all series shall have requested the Trustee to call a meeting of the Holders of Securities of such series or all series, respectively, for any purpose specified in Section 15.1, by written request
setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed notice of or made the first publication of the notice of such meeting within 21 days after receipt of such request (whichever
shall be required pursuant to Section 1.6) or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the amount above specified, as the case may be, may
determine the time and the place in the Borough of Manhattan, The City of New York. 
 Section 15.3 Persons Entitled to Vote at
Meetings. 
 To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or
more Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be
entitled to be present or to speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel, and any representatives of the
Company and its counsel. 
 Section 15.4 Quorum; Action. 

The Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of the relevant series shall constitute a
quorum for any meeting of Holders of Securities of such series. In the absence of a quorum within 30 minutes after the time appointed 

  
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for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less
than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any reconvened meeting, such reconvened meeting may be further adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such reconvened meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 15.2(1), except that such notice need be given only once not
less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum. 
 Except as limited by the proviso to Section 9.2, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that series; provided, however,
that, except as limited by the proviso to Section 9.2, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other Act which this Indenture expressly provides may be made, given or taken by the
Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of such series. 
 Except as
limited by the proviso to Section 9.2, any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all the Holders of Securities of such series,
whether or not such Holders were present or represented at the meeting. 
 Section 15.5 Determination of Voting Rights; Conduct and
Adjournment of Meetings. 
 (1) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Holders of Securities of such series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 1.4 or other proof. 

(2) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have
been called by the Company or by Holders of Securities as provided in Section 15.2(2), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 

  
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 (3) At any meeting, each Holder of a Security of such series or proxy shall be
entitled to one vote for each $1,000 principal amount of Securities of such series held or represented by him or such other amount established pursuant to Section 3.1; provided, however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 

(4) Any meeting of Holders of Securities of any series duly called pursuant to Section 15.2 at which a quorum is present
may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be held as so adjourned without further notice. 

Section 15.6 Counting Votes and Recording Action of Meetings. 

The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman
of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate of all votes
cast at the meeting. A record, at least in triplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 15.2
and, if applicable, Section 15.4. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be preserved by
the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. 

Section 15.7 Preservation of Rights of Trustee and Holders. 

Nothing contained in this Article 15 shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders of any
or all series or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders of any or all series under any of the
provisions of this Indenture or of such series of Securities. 

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

			
	FBR & CO.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	                                    
                                         
         ,
	as Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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